JOINDER AGREEMENT TO
XXXXXXX CORPORATION CREDIT AGREEMENT
THIS JOINDER AGREEMENT dated as of November 1, 1995 (this "JOINDER
AGREEMENT") to the Xxxxxxx Corporation Credit Agreement dated as of September
7, 1990 (as amended, the "CREDIT AGREEMENT") among XXXXXXX CORPORATION, a
Delaware corporation (the "COMPANY") and certain lenders ("LENDERS"), as
previously amended by the First Amendment dated as of June 25, 1991, the
Second Amendment dated as of September 23, 1991, the Third Amendment dated as
of March 24, 1992, the Fourth Amendment dated as of July 15, 1993, the Fifth
Amendment dated as of August 1, 1994, and the Sixth Amendment dated as of
September 1, 1995, each by and among Company, Guarantors (as defined in the
Credit Agreement), Lenders and Agent, is entered into by and among Company
and the Lenders listed on the signature pages hereto (the "ADDITIONAL
LENDERS"). Capitalized terms used and not otherwise defined in this Agreement
shall have the respective meanings given to such terms in the Credit
Agreement.
WHEREAS, Company has agreed to add the Additional Lenders as Lenders under
the Credit Agreement, and the Additional Lenders have agreed to become
Lenders under the Credit Agreement.
NOW, THEREFORE, in consideration of the terms and conditions herein
contained, Company and Additional Lenders hereby agree as follows:
A. JOINDER OF ADDITIONAL LENDERS. Company and each Additional Lender agree
that each Additional Lender is hereby made a party to the Credit Agreement.
Each Additional Lender is hereby designated as a "Lender" for all purposes of
the Credit Agreement, and is entitled to all benefits and rights, and subject
to all duties and obligations, under the Credit Agreement and the other Loan
Documents to the same extent as if it had executed copies of the original
Credit Agreement and all Amendments thereto. The Commitment of each Lender
under the Credit Agreement, including each Additional Lender, shall be as set
forth in Schedule B to the Credit Agreement, as in effect from time to time.
B. NOTICE ADDRESS INFORMATION. The notice address for each Additional
Lender is as set forth on the signature page to this Joinder Agreement.
C. REGISTER. The Company will record the Commitments of each Lender,
including each Additional Lenders on the Register, in accordance with the
provisions of the Credit Agreement.
D. ACKNOWLEDGMENT. Each Additional Lender acknowledges that it has
reviewed the terms and provisions of the Credit Agreement, including all
Amendments thereto.
E. GOVERNING LAW. This Joinder Agreement shall be deemed to be made under,
shall be governed by, and shall be construed and enforced in accordance with,
the internal laws of the State of New York without regard to principles of
conflicts of laws.
F. COUNTERPARTS; EFFECTIVENESS. This Joinder Agreement may be executed in
any number of counterparts, and by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. This Joinder Agreement shall become effective on and as of
the date first above written upon the execution of a counterpart hereof by
Company and Additional Lenders.
IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement
to be duly executed as of the date first above written.
COMPANY:
XXXXXXX CORPORATION
By: /s/
-------------------------------
Title: VP & Controller
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Signature Page to Joinder Agreement dated as of November 1, 1995 among
Xxxxxxx Corporation and the Additional Lenders identified below (page 1 of 2
pages).
ADDITIONAL LENDERS:
SunTrust Bank
By: /s/
-------------------------------
Notice Address:
X.X. Xxx 0000
Xxxxxxx, Xxxxxxx 00000
Telecopier: (000) 000-0000
The Northern Trust Company
By: /s/
-------------------------------
Notice Address:
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Telecopier: (000) 000-0000
The Sumitomo Bank, Limited
By: /s/
-------------------------------
Notice Address:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Signature Page to Joinder Agreement dated as of November 1, 1995 among
Xxxxxxx Corporation and the Additional Lenders identified below (page 2 of 2
pages).
Wachovia Bank of Georgia, N.A.
By: /s/
-------------------------------
Notice Address:
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Telecopier: (000) 000-0000
The Sanwa Bank Limited
By: /s/
-------------------------------
Notice Address:
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
The Fuji Bank, Limited
By: /s/
-------------------------------
Notice Address:
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
