Exhibit 4.2
ASSUMPTION AGREEMENT
To JPMorgan Chase Bank, June 11, 2002
as Administrative Agent party to the
Credit Agreement referred to below
Ladies and Gentlemen:
Reference is made to the Credit Agreement (the "CREDIT AGREEMENT") dated
as of April 12, 2001 between National City Corporation (the "BORROWER"), the
lenders party thereto and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as Administrative Agent. Terms defined in the Credit Agreement
are used herein as defined therein.
The Borrower and Xxxxxx Xxxxxxx Bank (the "ASSUMING LENDER") each hereby
agree as follows:
1. The Assuming Lender proposes to become an Assuming Lender pursuant to
Section 2.07(e) of the Credit Agreement with a Commitment in the amount of
$25,000,000 and, in that connection, hereby agrees with the Administrative
Agent and the Borrower that it shall become a Lender for all purposes of
the Credit Agreement on the applicable Commitment Increase Date.
2. The Assuming Lender (a) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred
to in Section 3.01 thereof and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Assumption Agreement; (b) agrees that it will, independently and
without reliance upon the Administrative Agent or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (c) appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers
and discretion under the Credit Agreement as are delegated to the
Administrative Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; and (d) agrees that it will
perform in accordance with their terms all of the obligations that by the
terms of the Credit Agreement are required to be performed by it as a
Lender, including, without limitation the obligations of each Lender with
respect to confidentiality set forth in Section 9.12(b) thereof.
3. Following the execution hereof, this Assumption Agreement will be
delivered to the Administrative Agent for acceptance and recording by
the
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Administrative Agent. The effective date for this Assumption Agreement (the
"EFFECTIVE DATE") shall be the applicable Commitment Increase Date.
4. Upon satisfaction of the applicable conditions set forth in Section
2.07(e) of the Credit Agreement and upon such acceptance and recording by the
Administrative Agent, as of the Effective Date, the Assuming Lender shall be a
party to the Credit Agreement and have all of the rights and obligations of a
Lender thereunder.
5. This Assumption Agreement shall be governed by and construed in
accordance with, the law of the State of New York.
6. This Assumption Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Assumption Agreement by facsimile shall be effective as
delivery of a manually executed counterpart of this Assumption Agreement.
ASSUMPTION AGREEMENT
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IN WITNESS WHEREOF, the Borrower and the Assuming Lender have caused
this letter to be duly executed and delivered as of the date first above
written.
Very truly yours,
NATIONAL CITY CORPORATION
By /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
& Treasurer
XXXXXX XXXXXXX BANK
By /s/ Jaap L. Tonckens
----------------------------
Name: Jaap L. Tonckens
Title: Vice President
Accepted this 11th day of June, 2002:
JPMORGAN CHASE BANK,
as Administrative Agent
By /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
ASSUMPTION AGREEMENT
