Exhibit 10.4
WORLD COLOR PRESS, INC.
FIFTH AMENDMENT
TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
This FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment" or the "Fifth Amendment") is dated as of June 4, 1998 and
entered into by and among WORLD COLOR PRESS, INC., a Delaware corporation
("Company"), the Lenders party to the Credit Agreement referred to below on
the date hereof (the "Lenders"), and BANKERS TRUST COMPANY, as Administrative
Agent, and, for purposes of Section 6 hereof, THE SUBSIDIARIES OF COMPANY LISTED
ON THE SIGNATURE PAGES HERETO (each a "Guarantor" and collectively, the
"Guarantors"). All capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Credit Agreement (as defined
below).
RECITALS
WHEREAS, Company, the Lenders, BancAmerica Securities, Inc., as
Syndication Agent, Citibank, N.A., as Documentation Agent and Bankers Trust
Company, as Administrative Agent, are parties to that certain Second Amended and
Restated Credit Agreement dated as of June 6, 1996, as amended or modified by
that certain First Amendment to Second Amended and Restated Credit Agreement
dated as of June 10, 1996, as further amended or modified by that certain
Limited Waiver, Consent and Second Amendment to Second Amended and Restated
Credit Agreement dated as of June 9, 1997, as further amended or modified by
that certain Third Amendment to Second Amended and Restated Credit Agreement
dated as of June 27, 1997, and as further amended or modified by that certain
Limited Waiver, Consent and Fourth Amendment to Second Amended and Restated
Credit Agreement dated as of September 29, 1997 (as so amended and modified, the
"CREDIT AGREEMENT").
WHEREAS, the parties hereto wish to amend and modify the Credit
Agreement and certain of the other Loan Documents to (i) allow Company to
acquire its common stock in connection with the exercise of stock options issued
as part of Company's employee stock option plans as provided herein, in an
aggregate amount not to exceed $15,000,000 for each Fiscal Year (up to a maximum
of $50,000,000 in the aggregate during the term of this Agreement), (ii) amend
and modify certain financial covenants, and (iii) make certain other amendments
as set forth below.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1
AMENDMENTS
1.1 AMENDMENTS TO SECTION 1: DEFINITIONS
A. The definition of "Change of Control" set forth in Subsection 1.1
of the Credit Agreement is hereby amended and restated as follows:
"'Change of Control' means such time as (i) Company becomes aware that
a 'person' or 'group' (within the meaning of Sections 13(d) and
14(d)(2) of the Exchange Act of 1934, as amended) other than KKR and
its Affiliates has become, directly or indirectly, beneficially, or of
record, by way of merger, consolidation or otherwise, the owner of 30%
or more of the voting power of the voting stock of Company on a fully-
diluted basis after giving effect to the conversion and exercise of
all outstanding warrants, options and other securities of Company
(whether or not such securities are then currently convertible or
exercisable), or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board
of Directors (together with any new directors whose election by the
Board of Directors or whose nomination for election by the
shareholders of the Company was approved by a vote of the majority of
the directors then still in office who either were directors at the
beginning of such period or whose election or nomination for election
was previously so approved) cease for any reason to constitute a
majority of the directors of Company then in office."
B. Clause (iii) of the definition of "Net Equity Contribution
Amount" set forth in subsection 1.1 of the Credit Agreement is amended and
restated as follows:
"(iii) $128,064,000 which constitutes the amount of net proceeds
of the Company's sale of Equity Securities consummated in
October, 1997 minus;"
C. Subsection 1.1 of the Credit Agreement is hereby amended to add
the following definition in the appropriate alphabetical order:
"Company Qualified Option" shall mean, as of any time of
determination, any option to acquire common stock of the Company (i)
for an exercise price which is less than or equal to the then current
market price for such common stock, (ii) which is issued pursuant to
an employee stock option plan to a Person who, at the time of the
issuance of such option, was an employee, officer or director of the
Company and (iii) that is then vested and exercisable."
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1.2 AMENDMENTS TO SECTION 6: NEGATIVE COVENANTS
A. RESTRICTED JUNIOR PAYMENTS
1. Subsection 6.5 of the Credit Agreement is hereby amended by
amending and restating (v) in its entirety as follows:
" (v) Company may declare and pay dividends in Cash on the common stock
of Company and make payments permitted pursuant to Subsection 6.5 (vi);
PROVIDED that the aggregate amount of such Restricted Junior Payments does
not exceed the sum of (a) $12,500,000 PLUS (b)(1) 25% MULTIPLIED BY the
positive Consolidated Net Income, if any, for the period (treated as a
single accounting period) from the Closing Date to the end of the most
recent completed Fiscal Quarter preceding the date of computation MINUS (2)
100% of all such dividends, distributions and payments made and funds set
apart for such purpose pursuant to this subsection 6.5 (v)(b) and
subsection 6.5(vi) during such period PLUS(c) 100% of the Net Equity
Contribution Amount, it being understood and agreed that unless Company
designates otherwise in writing delivered to Administrative Agent prior to
the date Company makes such Restricted Junior Payment, such Restricted
Junior Payment shall be allocated FIRST to any amounts available under
clause 6.5(v)(b), SECOND to amounts available under clause (a) and THEN to
amounts available under clause (c) of this subsection 6.5(v);"
2. Subsection 6.5 of the Credit Agreement is hereby further amended
by adding the following clause (vi) at the end of clause (v) therein as follows:
" (vi) Company may make Restricted Junior Payments to acquire publicly
traded common stock of Company; PROVIDED that, (a) at the time of any such
acquisition, the amount of common stock previously acquired by Company
under this clause (vi) together with the amount of common stock to be
acquired at such time, does not exceed the sum of all Company Qualified
Options then outstanding and all common stock issued by the Company after
June 1, 1998 and prior to such time upon the exercise of options that were
Company Qualified Options at the time of exercise, (b) the aggregate amount
of such Restricted Junior Payments does not exceed the sum of $15,000,000
for each Fiscal Year (up to a maximum of $50,000,000 in the aggregate
during the term of this Agreement) and (c) such Restricted Junior Payment
is permitted pursuant to subsection 6.5(v); "
3. Subsection 6.5 of the Credit Agreement is hereby further amended
by amending the final proviso therein that appears after subsection 6.5(vi) by
deleting the phrase "pursuant to subsections 6.5(i), (iii) or (v)" and
replacing it with the phrase "pursuant to subsections 6.5(i), (iii), (v) or
(vi)" therefore.
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B. LEVERAGE RATIO
Subsection 6.6B of the Credit Agreement is hereby amended by restating the
Leverage Ratio applicable as of the last day of the second and third Fiscal
Quarters of Fiscal Year 1998 as follows:
REFERENCE DATE MAXIMUM LEVERAGE RATIO
----------------------------------------------------
Second Fiscal Quarter 1998 4.10:1.00
----------------------------------------------------
Third Fiscal Quarter 1998 3.90:1.00
----------------------------------------------------
SECTION 2
LIMITATION OF AMENDMENTS
Without limiting the generality of the provisions of subsection 9.7 of
the Credit Agreement, the amendments set forth above shall be limited precisely
by their terms, shall not have any force or effect with respect to any other
matter except as expressly provided above, and nothing in this Amendment shall
be deemed to:
(a) constitute a waiver or modification of any other term, provision
or condition of the Credit Agreement or any other instrument or
agreement referred to therein; or
(b) prejudice any right or remedy that Administrative Agent or any
Lender may now have (except to the extent such right or remedy was
based upon existing defaults that will not exist after giving effect
to this Amendment) or may have in the future under or in connection
with the Credit Agreement or any other instrument or agreement
referred to therein.
Except as expressly set forth herein, the terms, provisions and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and in all other respects are hereby ratified and
confirmed.
SECTION 3
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective only upon the satisfaction of
all of the following conditions precedent on or prior to June 19, 1998 (the date
of satisfaction of such conditions being referred to herein as the "EFFECTIVE
DATE"):
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A. On or before the Effective Date, Company and the Guarantors shall
have delivered to Administrative Agent executed copies of this Amendment.
B. On or before the Effective Date, Requisite Lenders shall have
delivered to Administrative Agent an executed original or telefacsimile of a
counterpart of this Amendment or shall have orally confirmed to Administrative
Agent that such Lender agreed to all of the terms and conditions of this
Amendment, as set forth herein.
SECTION 4
COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender as of the date hereof, as of the Effective Date that the
following statements are true, correct and complete:
A. CORPORATE POWER AND AUTHORITY. Company has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "AMENDED AGREEMENT").
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of Company.
C. NO CONFLICT. The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Subsidiaries, the Certificate or
Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any
order, judgment or decree of any court or other agency of government binding on
Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of Company or any of its Subsidiaries (other than Liens created under any
of the Loan Documents in favor of Administrative Agent on behalf of Lenders), or
(iv) require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Company or any of its Subsidiaries,
except for such approvals which will be obtained on or before the Effective Date
and disclosed in writing to Lenders.
D. GOVERNMENTAL CONSENTS. The execution and delivery by Company of
this Amendment and the performance by Company of the Amended Agreement do not
and will not require any registration with, consent or approval of, or notice
to, or other action to, with or by, any federal, state or other governmental
authority or regulatory body.
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E. BINDING OBLIGATION. This Amendment has been duly executed and
delivered by Company and, when executed and delivered, this Amendment and the
Amended Agreement will be the legally valid and binding obligations of Company,
enforceable against Company in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 4 of the
Credit Agreement are and will be true, correct and complete in all material
respects to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.
G. ABSENSE OF DEFAULT. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
SECTION 5
MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(i) On and after the Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof", "herein"
or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the
Credit Agreement shall mean and be a reference to the Amended
Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy
of Agent or any Lender under, the Credit Agreement or any of the other
Loan Documents.
B. FEES AND EXPENSES. Company acknowledges that all costs, fees and
expenses as described in subsection 9.3 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.
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C. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
any number of counterparts and by different 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; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment (other than the
provisions of Sections 1 and 2 hereof, the effectiveness of which is governed by
Section 4 hereof) shall become effective upon the execution of a counterpart
hereof by Company, Lenders, Syndication Agent, Distribution Agent and
Administrative Agent and receipt by Company and Administrative Agent of written
or telephonic notification of such execution and authorization of delivery
thereof.
SECTION 6
ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each Guarantor hereby acknowledges that it has read this Amendment and
consents to the terms thereof and further hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of such
Guarantor under the Guaranty and the other Loan Documents to which such
Guarantor is a party shall not be impaired or affected and the Guaranty and such
other Loan Documents are, and shall continue to be, in full force and effect and
is hereby confirmed and ratified in all respects.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written
above.
WORLD COLOR PRESS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
THE XXXXXX COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
XXXXXX LITHOTECH, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
CENTRAL FLORIDA PRESS, L.C.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
NORTHEAST GRAPHICS INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
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THE XXXXXX COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
IMAGE TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
XXXX COMMUNICATIONS COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
XXXXXXX ACQUISITION CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
KRI, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
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RAI, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
BCK 140 PARTNERSHIP
By: WORLD COLOR PRESS, INC.,
its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President,
Treasurer
By: THE XXXXXX COMPANIES, INC., its General
Partner
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President,
Treasurer
WORLD COLOR BOOK SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
THE XXXXXXX & XXXXXX CO.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
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XXXXXXX & XXXXXX ENTERPRISES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
MAGNA-GRAPHIC,INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
TACONIC HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
CENTURY GRAPHICS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
XXXXX ROAD PROPERTIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
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LA-GNIAPPE ADVERTISING, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
LA-GNIAPPE INSERTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
DB ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
XXXXXXX BROTHERS, INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
ACME PRINTING COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
S-5
BANKERS TRUST COMPANY,
individually as a Lender and as Administrative
Agent and as Collateral Agent
By: /s/ Xxxx Xx Xxxxx
------------------------
Name: Xxxx Xx Xxxxx
Title: Assistant Vice President
BANK OF AMERICA NT & SA,
as a Lender
By: /s/ Xxxx X. Xxxxxxxx
------------------------
Name: Xxxx X. Xxxxxxxx
Title: Managing Director
CITIBANK, N.A.,
as a Lender
By: /s/ Xxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxx Xxxxxx
Title: Attorney-In-Fact
ABN AMRO BANK, NV, NEW YORK BRANCH,
as Lender
By: ABN Amro North America, Inc.,
as Agent
By: /s/ Xxxxxx Xxxxxx
----------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President
S-6
BANK OF MONTREAL,
as Lender
By: /s/ X. X. XxXxxxxx
---------------------------
Name: X. X. XxXxxxxx
Title: Director
THE BANK OF NOVA SCOTIA
as Lender
By: /s/ J. Xxxx Xxxxxxx
---------------------------
Name: J. Xxxx Xxxxxxx
Title: Authorized Signatory
BANK OF SCOTLAND,
as Lender
By: /s/ Xxxxx Xxxx Tat
---------------------------
Name: Xxxxx Xxxx Tat
Title: Senior Vice President
BANK OF TOKYO - MITSUBISHI TRUST
COMPANY, as Lender
By:
---------------------------
Name:
Title:
S-7
PARIBAS, as Lender
By: /s/ Xxxx X. XxXxxxxxx, III
---------------------------
Name: Xxxx X. XxXxxxxxx, III
Title: Vice President
By: /s/ Xxxxx Xxxxxxxxx
---------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
CIBC, INC., as Lender
By: /s/ E. L. Xxxxxx
---------------------------
Name: E. L. Xxxxxx
Title: Executive Director
FLEET NATIONAL BANK,
as Lender
By: /s/ Xxxx Xxxxx
---------------------------
Name: Xxxx Xxxxx
Title: Vice President
THE FUJI BANK, LIMITED, NEW YORK BRANCH,
as Lender
By: /s/ Xxxxx Xxxxxxxx
---------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President and Manager
S-8
THE INDUSTRIAL BANK OF JAPAN, LTD.,
as Lender
By: /s/ Takuya Honjo
---------------------------
Name: Takuya Honjo
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
CHICAGO BRANCH, as Lender
By: /s/ Xxxx X. Xxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President and
Team Leader
PNC BANK, N.A.
formerly known as PNC Bank, Kentucky, Inc.
as Lender
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
THE SANWA BANK, LIMITED,
as Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
BANKBOSTON, N.A. (formerly know as The First
National Bank of Boston), as Lender
By: /s/ Xxxxx Xxxxxxxx
---------------------------
Name: Xxxxx Xxxxxxxx
Title: Director
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CREDIT SUISSE FIRST BOSTON (formerly
known as Credit Suisse), as Lender
By: /s/ Xxxx Xxxxxxxxx
---------------------------
Name: Xxxx Xxxxxxxxx
Title: Managing Director
By: /s/ Xxxxx X Xxxxxx
---------------------------
Name: Xxxxx X Xxxxxx
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.,
as Lender
By: /s/ Xx. Xxxxxx X. Xxxxxxxx
---------------------------
Name: Xx. Xxxxxx X. Xxxxxxxx
Title: Vice President and Group
Leader
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES,
as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
By: /s/ Xxxxx Xxxxxxxx
---------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Treasurer
THE SAKURA BANK, LIMITED, as Lender
By:
---------------------------
Name:
Title:
S-10
THE SUMITOMO BANK, LIMITED, NEW YORK
BRANCH, as Lender
By:
---------------------------
Name:
Title:
STB DELAWARE FUNDING TRUST I, as Lender
By: /s/ Xxxxxx Horgadon
---------------------------
Name: Xxxxxx Horgadon
Title: Assistant Vice President
THE YASUDA TRUST AND BANKING CO., LTD.,
NEW YORK BRANCH, as Lender
By:
---------------------------
Name:
Title:
THE TOKAI BANK, LTD., NEW YORK BRANCH,
as Lender
By: /s/ Xxxxxxxx Xxxxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Assistant General Manager
S-11
XXXXXX BANK LTD NEW YORK BRANCH
as Lender
By: /s/ Xxxxx Xxxxxx
---------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxxxxx Xxxxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Vice President
BAYERISCHE VEREINSBANK AG, NEW YORK
BRANCH, as Lender
By: /s/ Xxxx Xxxx
---------------------------
Name: Xxxx Xxxx
Title: Assistant Treasurer
By: /s/ Xxxxxxxx Xxxxxxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxxxxxx
Title: Vice President
THE BANK OF NEW YORK,
as Lender
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Vice President
FIRST UNION NATIONAL BANK,
as Lender
By: /s/ Reyno A. Giallonga, Jr.
---------------------------
Name: Reyno A. Giallonga, Jr.
Title: Senior Vice President
S-12
ERSTE DER OESTERREICHISCHEN SPARKASSEN AG,
as Lender
By: /s/ Xxxx Xxxxxxxxxx
---------------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxx
Title: First Vice President
BANK LEUMI TRUST COMPANY NEW YORK,
as Lender
By: /s/ Xxxx Xxxxx
---------------------------
Name: Xxxx Xxxxx
Title: Vice President
CREDIT AGRICOLE INDOSUEZ,
as Lender
By: /s/ Xxxxx Xxxxx
---------------------------
Name: Xxxxx Xxxxx
Title: First Vice President
By: /s/ Xxxxx McClintrek
---------------------------
Name: Xxxxx McClintrek
Title: Vice President
XXXXXXX XXXXX CREDIT PARTNERS L.P.,
as Lender
By:
---------------------------
Name:
Title:
S-13
XXXXXX COMMERCIAL PAPER INC.,
as Lender
By: /s/ Xxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
as Lender
By:
---------------------------
Name:
Title:
THE TOYO TRUST AND BANKING CO. LTD.,
as Lender
By: /s/ T. Mikumo
---------------------------
Name: T. Mikumo
Title: Vice President
ALLIED IRISH BANKS PLC, CAYMAN ISLANDS
BRANCH, as Lender
By:
---------------------------
Name:
Title:
By:
---------------------------
Name:
Title:
S-14
GULF INTERNATIONAL BANK B.S.C.,
as Lender
By: /s/ Abdel-Fattah Tahoun
---------------------------
Name: Abdel-Fattah Tahoun
Title: Senior Vice President
By: /s/ Xxxxxx X. Xxxxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
THE MITSUI TRUST AND BANKING COMPANY,
LIMITED, as Lender
By: /s/ Xxxxxxxx Xxxxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Senior Vice President and Manager
S-15
