EXHIBIT 10.2
AMENDMENT TO THE ISDA MASTER AGREEMENT
THIS AMENDMENT, dated as of August 28, 2006 (the "Amendment"), between
BANK OF AMERICA, N.A., successor to Fleet National Bank ("Party A") and XXXXXX
EXPRESS CORPORATION ("Party B")
W I T N E S S E T H
WHEREAS, Party A and Party B have previously entered into a certain ISDA
Master Agreement, dated as of April 20, 2005 (the "Master Agreement"), (the
Master Agreement, including the Schedule thereto and the Confirmations (each as
defined therein), the "Agreement"); and
WHEREAS, upon execution of this Amendment, the parties now desire to amend
the Agreement, as hereinafter provided;
1. AMENDMENT.
PART 4(f) OF THE SCHEDULE TO THE AGREEMENT IS HEREBY AMENDED BY DELETING IT IN
ITS ENTIRETY AND REPLACING WITH THE FOLLOWING:
CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:-
Each of the following, as amended, supplemented, modified, renewed,
replaced, consolidated, substituted or extended from time to time, is a
"Credit Support Document":
In relation to Party B,
the ISDA Credit Support Annex (the "Annex") between Party A and Party B
attached hereto and made a part of this Agreement.
2. REPRESENTATIONS. In order to induce each other to enter into this
Amendment, each party hereto makes, as of the date hereof, the
representations set forth in Section 3(a) and (b) of the Agreement;
provided that the phrase "this Agreement," as used in Sections 3(a) and
(b) shall mean (for the purpose of this paragraph 2 only) both this
Amendment and the Agreement as amended hereby.
3. ENTIRE AGREEMENT. This Amendment constitutes the entire agreement and
understanding of the parties with respect to its subject matter and
supersedes all oral communications or prior writings (except as otherwise
provided herein) with respect thereto. Except as expressly amended herein,
all of the provisions of the Master Agreement shall remain in full force
and effect, and all references to the Agreement in the Agreement or any
document related thereto shall for all purposes constitute
references to the Agreement as amended hereby. This Amendment shall in no
way operate as a novation, release, or discharge of any of the provisions
of the Master Agreement (except as amended herein), or any indebtedness
thereby evidenced.
4. DOCUMENTS TO BE DELIVERED. Simultaneously with its delivery of this
Amendment executed by it, each party hereto shall deliver to the other
evidence of all authorizations, approvals and other actions necessary for
that party to execute and deliver this Amendment and evidence of the
specimen signatures, authority and incumbency of each person executing
this Amendment on that party's behalf (unless such evidence has previously
been supplied pursuant to the Agreement and remains correct and in
effect).
5. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York (without reference to
its conflict of laws doctrine, except for Sections 5-1401 and 5-1402 of
the New York General Obligations Law).
6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized as of the day and year
first above written.
BANK OF AMERICA, X.X. XXXXXX EXPRESS CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxxxx By: /s/ Xxxx Xxxxxxxxxxx
----------------------------------- --------------------------
Name: Xxxxx X. Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx
Title: Senior Vice President Title: VP and Controller
2
