XXXXXX COMPANY. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------------ Title: President --------------------------------------- (8/91) ANNEX C TO SCHEDULE NO. A-3 TO MASTER LEASE AGREEMENT DATED AS OF February 19, 1988 CERTIFICATE OF ACCEPTANCE To: General Electric Capital Corporation ** ("Lessor") Pursuant to the provisions of the above schedule and lease (collectively, the "Lease"), Lessee hereby certifies and warrants that (a) all Equipment listed below has been delivered and installed (if applicable); (b) Lessee has inspected the Equipment, and all such testing as it deems necessary has been performed by Lessee, Supplier or the manufacturer; and (c) Lessee accepts the Equipment for all purposes of the Lease, the purchase documents and all attendant documents. Lessee does further certify that as of the date hereof (i) Lessee is not in default under the Lease; (ii) the representations and warranties made by Lessee pursuant to or under the Lease are true and correct on the date hereof and (iii) Lessee has reviewed and approves of the purchase documents for the Equipment, if any. -------------------------------------------------------------------------------- DESCRIPTION OF EOUIPMENT -------------------------------------------------------------------------------- Manufacturer Serial Numbers Type and Model of Equipment -------------------------------------------------------------------------------- Okuma See Annex A See Annex A -------------------------------------------------------------------------------- /s/ Xxxxxxx X. Xxxxxxx ----------------------------------- Authorized Representative Dated: June 2, 1994 ---------------------------- f/k/a General Electric Credit Corporation ANNEX A TO SCHEDULE NO. A-3 TO MASTER LEASE AGREEMENT DATED AS OF February 19, 1988 DESCRIPTION OF EQUIPMENT Type and Model Number Cost Manufacturer/Vendor Serial Numbers of Equipment of Units Cinrock Division 1266, 1267, 1281 Okuma LB 15-N-500 CNC 6 $1,375,000.00 The Xxxxxx X. Xxxxxx 1284, 1285, 1282 Lathes with all Standard Company equipment and: P0 Xxx 000 x Xxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxx, XX 00000 o Red Alarm Lamp A Invoice No. 13030910 o Yellow Cycle End Lamp o Load Monitor B o Tool Life Management o Chip Conveyor-Rear Discharge o User Task II-I/O Variables o Transformer Okuma OR20 Robot D-T-B15 including: o Double Handed Grippers o Xxxxx work grippers o Turret Mounted work pusher o Auto Door Open/Close o Robot to machine interface o Xxxxx Air Blower o Robot controller o Safety...
XXXXXX COMPANY as the Company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, Treasurer JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, as the Swingline Lender, as the Issuing Bank and as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President CITIBANK, N.A., as Syndication Agent and as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 ABN AMRO BANK, N.V., individually as a Lender and as Co-Documentation Agent By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Managing Director By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice-President BANK OF TOKYO-MITSUBISHI, LTD., individually as a Lender and as Co-Documentation Agent By: /s/ Tsuguyuki Umene Name: Tsuguyuki Umene Title: Deputy General Manager BANK OF AMERICA, N.A., individually as a Lender and as Co-Documentation Agent By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 U.S. BANK, NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxxxxxxx Xxxx Name: Xxxxxxxxxx Xxxx Title: Vice President XXXXX FARGO BANK, NATIONALASSOCIATION, individually as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Assistant Vice President THE NORTHERN TRUST COMPANY, individually as a Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 PNC BANK NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President NATIONAL CITY BANK OF THE MIDWEST, individually as a Lender By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 CONSENT AND REAFFIRMATION Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 to the Credit Agreement dated as of December 14, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among X.X. Xxxxxx Company (the “Company”), the financial institutions from time to time party...
XXXXXX COMPANY. By: /s/ X. Xxxxxxx SDW HOLDINGS CORPORATION By: /s/ X. Xxxxxxx SAPPI CLOQUET LLC By: /s/ X. Xxxxxxx SAPPI LANAKEN NV By: /s/ X. Xxxxxxx SAPPI DEUTSCHLAND GMBH By: /s/ X. Xxxxxxxxxxx SAPPI DEUTSCHLAND HOLDING GMBH By: /s/ X. Xxxxxxx By: /s/ X. Xxxxxxxxxx SAPPI LANAKEN PRESS PAPER NV By: /s/ X. Xxxxxxx SAPPI PULP ASIA LIMITED By: /s/ X. Xxxxxxx SAPPI NIJMEGEN BV By: /s/ X.X Xxxxxxx SAPPI XXXXXX GMBH By: /s/ X Xxxxxxxx SAPPI MAASTRICHT BV By: /s/ X. xx Xxxxx SAPPI NETHERLANDS BV By: /s/ X. Xxxxxxx SAPPI EHINGEN GMBH By: /s/ Xx. X. Wurdinger SAPPI EUROPE SA By: /s/ X. Xxxxxxx SAPPI GRATKORN GMBH By: /s/ X. Xxxxxxx SAPPI MAGNOSTAR GMBH By: /s/ X. Xxxxxxx SAPPI AUSTRIA PRODUKTIONS–GMBH & CO. KG By: /s/ X. Xxxxxxx SAPPI STOCKSTADT GMBH By: /s/ X. Xxxxx SAPPI FINLAND I OY By: /s/ X. Xxxxxxx The Mandated Lead Arrangers BAWAG P.S.K. BANK FÜR ARBEIT UND WIRTSCHAFT UND ÖSTERREICHISCHE POSTSPARKASSE AG By: /s/ X.X. Xxxxxxx CALYON By: /s/ X. Xxxxxx By: /s/ X. Xxxxxx ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG By: /s/ X.X. Xxxxxxx KBC BANK NV By: /s/ X. Xxxxxxxx By: /s/ X. Xxxxxx INVESTKREDIT BANK AG By: /s/ X.X. Xxxxxxx THE ROYAL BANK OF SCOTLAND PLC By: /s/ X. Xxxxxxxx UNICREDIT BANK AUSTRIA AG By: /s/ X.X. Xxxxxxx The Original Lenders ABN AMRO BANK N.V., BELGIAN BRANCH By: /s/ X. Xxxxxx BAWAG P.S.K BANK FÜR ARBEIT UND WIRTSCHAFT UND ÖSTERREICHISCHE POSTSPARKASSE AG By: /s/ X.X. Xxxxxxx CALYON CREDIT AGRICOLE CIB By: /s/ X. Xxxxxx By: /s/ X. Xxxxxx ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG By: /s/ X.X. Xxxxxxx INVESTKREDIT BANK AG By: /s/ X.X. Xxxxxxx KBC BANK DEUTSCHLAND AG By: /s/ X. Xxx Xxxxxx By: /s/ X. Xxxxxxx RAIFFEISENLANDESBANK OBERÖSTERREICH AKTIENGESELLSCHAFT By: /s/ X. Xxxxx By: /s/ X. Xxxxxx RAIFFEISEN ZENTRALBANK ÖSTERREICH AG By: /s/ X.X. Xxxxxxx STANDARD CHARTERED BANK By: /s/ X. Xxxxx By: /s/ X. Xxxxxx UNICREDIT BANK AUSTRIA AG By: /s/ X.X. Xxxxxxx VORARLBERGER XXXXXX- UND HYPOTHEKENBANK AKTIENGESELLSCHAFT By: /s/ X. Xxxxxxx By: /s/ X. Xxxxx The Agent UNICREDIT BANK AUSTRIA AG By: /s/ X.X. Xxxxxxx The Security Agent
XXXXXX COMPANY. By: /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx President and Chief Executive Officer
XXXXXX COMPANY. By: As its: [Executive]
XXXXXX COMPANY. By: --------------------------- Title:
XXXXXX COMPANY. By: As its: [The Executive] EXHIBIT A TO SEVERANCE AGREEMENT NON-DISCLOSURE AND NON-COMPETITION
XXXXXX COMPANY. X.X. Xxxxxx is a leading manufacturer, fabricator, and distributor of products and services for rail, construction, energy and utility markets with locations in North America and Europe. Please visit our website: xxx.xxxxxxxx.xxx. The matters discussed in this news release may include forward-looking statements that involve risks and uncertainties. Sentences containing words such as “anticipates,” “expects,” or “will,” generally should be considered forward-looking statements. Detailed information on risks and uncertainties which could affect the Company’s operating results and liquidity are described in the Company’s Forms 10-K, 10-Q and other reports, filed or to be filed with the Securities and Exchange Commission. The Company urges all interested parties to read these reports to gain a better understanding of the many business and other risks that the Company faces. The Company assumes no obligation to update or revise such statements, whether as a result of new information or otherwise, except as required by securities laws. Contact: Xxxxx Xxxxx Phone: 000.000.0000 Email: Xxxxxxxxx@Xxxxxxxx.xxx Website: xxx.xxxxxxxx.xxx X.X. Xxxxxx Company 000 Xxxxxxx Xxxxx
XXXXXX COMPANY. By: Its: Chairman of the Board, President and Chief Executive Officer «Participant» EXHIBIT A CONCEPT DISCUSSION Performance Unit payment will be based on X.X. Xxxxxx Company’s relative increase/decrease in Return On Invested Capital (ROIC) versus 19 Peer Group Companies (See Exhibit B). The Committee will be comparing average performance in fiscal years 2003-2005 versus average performance in fiscal years 2000 – 2002.
XXXXXX COMPANY. By: /s/ Xxxxxxx Xxxxx President and Chief Executive Officer Attest: /s/ Xxxxxxx X. Xxxxxx Corporate Secretary U.S. BANK, NATIONAL ASSOCIATION, TRUSTEE By /s/ Xxxxxx Xxxx As its Assistant Vice President X.X. XXXXXX COMPANY EXECUTIVE BENEFIT TRUST SCHEDULE A
