XXXXX COMPANY. By -------------------------------- Name: --------------------------- Title: -------------------------- EXHIBIT B BID NOTE _______, 1996 FOR VALUE RECEIVED, the undersigned, Xxxx-Xxxxx Company, a Delaware corporation (the "BORROWER"), promises to pay to the order of ________________ (the "BANK") on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of Xxxxxx Trust and Savings Bank in Chicago, Illinois, in immediately available funds, the aggregate unpaid principal amount of all Bid Loans made by the Bank to the Borrower pursuant to the Credit Agreement and with each Bid Loan to mature and become payable on the last day of the Interest Period applicable thereto, but in no event later than the Termination Date, together with interest on the principal amount of each Bid Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books and records or on the schedule attached to this Note, which is a part hereof, each Bid Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances thereof from time to time outstanding hereon and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note all such amounts shall be recorded on the schedule attached to this Note. The record thereof, whether shown on such books and records or on the schedule to this Note, shall be PRIMA FACIE evidence of the same, provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Bid Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Bid Note is one of the Notes referred to in the Credit Agreement dated as of October 8, 1996, among the Borrower, Xxxxxx Trust and Savings Bank as Administrative Agent and the Banks signatory thereto (the "CREDIT AGREEMENT"), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the ...
XXXXX COMPANY. Xxxxxxx & Company, Inc. ................................. Total.................................................... ---------------- ANNEX A Matters to be Covered in Opinion of Company Counsel ---------------------------------------------------
XXXXX COMPANY. By execution of this Joinder Agreement, the undersigned shall have all rights, and shall observe all the obligations, applicable to Future Investors (as defined in the Agreement) under the Agreement. Name:_________________________
XXXXX COMPANY. By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Global Treasurer X.X. XXXXX HOLDING CORPORATION By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President, Chief Financial Officer and Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President SOCIÉTÉ GÉNÉRALE BANK & TRUST, as Paying Agent, Security Registrar and Transfer Agent By: /s/ Xxxxxx XXXXXXX Name: Xxxxxx XXXXXXX Title: Head of Custody and Issuer Services Appendix A PROVISIONS RELATING TO INITIAL NOTES AND ADDITIONAL NOTES
XXXXX COMPANY. By: /s/ Xxxxxxxx X. Xxxxx
XXXXX COMPANY. By ------------------------------- Its ---------------------------- Accepted and agreed to as of the date last above written. XXXXXX TRUST AND SAVINGS BANK, in its individual capacity as a Bank and as Administrative Agent By ------------------------------- Its ---------------------------- PNC BANK, NATIONAL ASSOCIATION By ------------------------------- Its ---------------------------- ABN AMRO BANK N.V. By ------------------------------- Its ---------------------------- By ------------------------------- Its ---------------------------- THE BANK OF TOKYO-MITSUBISHI, LTD. CHICAGO BRANCH By ------------------------------- Its ---------------------------- CIBC INC. By ------------------------------- Its ---------------------------- ISTITUTO BANCARIO SANPAOLO DI TORINO ISTITUTO MOBILLARE ITALIANO SPA By ------------------------------- Its ----------------------------
XXXXX COMPANY. No. 1 U.S. $ 500,000,000 CUSIP: A23074AJ2
XXXXX COMPANY. Xxxxxxxxx & Xxxxx LLC. . . . . . . . . . . . . . . . . . . ----------
XXXXX COMPANY. By: /s/ Xxxx X. Xxxxxx -------------------------- Title: Treasurer By: /s/ Xxxxx X. Xxxxx -------------------------- Title: Secretary DEE ZEE, INC. By: /s/ Xxxx X. Xxxxxx -------------------------- Title: Treasurer By: /s/ Xxxxx X. Xxxxx -------------------------- Title: Secretary INDIANA GLASS COMPANY By: /s/ Xxxx X. Xxxxxx -------------------------- Title: Treasurer By: /s/ Xxxxx X. Xxxxx -------------------------- Title: Secretary KONETA, INC. By: /s/ Xxxx X. Xxxxxx -------------------------- Title: Treasurer By: /s/ Xxxxx X. Xxxxx -------------------------- Title: Secretary LANCASTER GLASS CORPORATION By: /s/ Xxxx X. Xxxxxx -------------------------- Title: Treasurer By: /s/ Xxxxx X. Xxxxx -------------------------- Title: Secretary
XXXXX COMPANY. By execution of this Investor Joinder, the undersigned shall have all rights, and shall observe all the obligations, applicable to [fill in name of transferee] (except as otherwise set forth in the Agreement), and to have made on the date hereof all representations and warranties made by such Investor Stockholder, modified, if necessary, to reflect the nature of the undersigned as a corporation, partnership, other entity or natural person. Name:_________________________ Address for Notices: With copies to: ______________________________________ _____________________________________ ______________________________________ _____________________________________ ______________________________________ _____________________________________ ______________________________________ _____________________________________ ______________________________________ _____________________________________ If an individual, are you presently married or separated? yes _____ no _____ (If yes, you must also have your spouse execute a spousal consent in the form attached hereto.) Signature:___________________ Date:___________________
