Xxxxxx Title. Deputy General Manager P.T. BANK RAKYAT INDONESIA (PERSERO), by /s/Kemas M. Arief Name: Kemas M. Arief Title: General Manager by /s/Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Deputy General Manager REPUBLIC NATIONAL BANK OF NEW YORK, by /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President THE ROYAL BANK OF SCOTLAND PLC, by /s/Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President & Deputy Manager THE SAKURA BANK, LIMITED, HOUSTON AGENCY, by /s/Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Senior Vice President THE SANWA BANK LIMITED, DALLAS AGENCY, by /s/X. X. Xxxxxxx Name: X. X. Xxxxxxx Title: Vice President SOCIETE GENERALE, SOUTHWEST AGENCY, by /s/Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President THE SUMITOMO BANK, LIMITED, HOUSTON AGENCY, by /s/Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: General Manager THE TOKAI BANK, LIMITED, by Name: Title: UNION BANK OF SWITZERLAND, HOUSTON AGENCY, by /s/Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Managing Director by /s/J. Xxxxxx Xxxxxxxxxxx Name: J. Xxxxxx Xxxxxxxxxxx Title: Assistant Vice President WESTDEUTSCHE LANDESBANK GIROZENTRALE, by /s/Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President by /s/Xxxxxx Xxx Name: Xxxxxx Xxx Title: Associate YASUDA TRUST AND BANKING COMPANY, by /s/Price X. Xxxxxxxx Name: Price X. Xxxxxxxx Title: First Vice President
Xxxxxx Title. Treasurer /s/ Xxxxxxx X. Xxxx ------------------- Xxxxxxx X. Xxxx, as Trustee PNC BANK, NATIONAL ASSOCIATION, as Agent and as one of the Banks By: /s/ Xxxxxxx X. Xxxxx -------------------- Name: Xxxxxxx X. Xxxxx Title: Vice President FIFTH THIRD BANK, as one of the Banks By: /s/ Xxxxx Xxxxxx ---------------- Name: Xxxxx Xxxxxx Title: Vice President BANK ONE, N.A., as one of the Banks By: /s/ Xxxxxxx X. Xxxxxxxxx ------------------------ Name: Xxxxxxx X. Xxxxxxxxx Title: First Vice President ACKNOWLEDGMENT AND CONSENT Each of the Issuers referred to in the Pledge Agreement hereby acknowledges receipt of a copy of the Pledge Agreement and the foregoing Amendment to Pledge Agreement and agrees to be bound thereby and to comply with the terms thereof in so far as such terms are applicable to each of them (including, marking its records to reflect the pledge thereunder to Agent). Each Issuer agrees to notify Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. Each Issuer further agrees that the terms in paragraph 9(b) of the Pledge Agreement shall apply to it, with respect to all actions that may be required of it pursuant to or arising out of paragraph 9 of the Pledge Agreement. CECO GROUP, INC. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx Title: CFO CECO FILTERS, INC. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx Title: Treasurer AIR PURATOR CORPORATION By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx Title: President NEW XXXXX CO., INC. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx Title: Treasurer KBD/TECHNIC, INC. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx Title: Treasurer THE XXXX & XXXX MANUFACTURING COMPANY By: /s/ Xxxxx X. Xxxx ----------------- Name: Xxxxx X. Xxxx Title: President
Xxxxxx Title. President ------------------------------- Mark X. Xxxxx
Xxxxxx Title. President Attest: ---------------------- Name: Xxxxx Xxxxxxxxx Title: Secretary CAL FED BANCORP INC. By: ----------------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Secretary Attest: ---------------------- Name: Xxxxx Xxxxxxxxx Title: Senior Vice President and Assistant Secretary THE CHASE MANHATTAN BANK, as Trustee By: /s/ Xxxxxx Deck ----------------------------- Name: Xxxxxx Deck Title: Senior Trust Officer Attest: /s/ Xxxxx X. XxXxxxxx ---------------------- Name: Xxxxx X. XxXxxxxx Title: Senior Trust Officer STATE OF California ) )ss. COUNTY OF Los Angeles ) On the 13th day of December, 1996, before me, personally came Xxxxxxx X. Xxxxxx to me known, who, being by me duly sworn, did depose and say that he resides at 0000 Xxxxxxxx Xx., Xxxxxxxx, XX; that he is Exec. VP & Secretary of Cal Fed Bancorp Inc., one of the parties described in and who executed the above instrument; and that he signs his name thereto by authority of the Board of Directors of said Company. WITNESS my hand and official seal. /s/ Xxxxxxx Xxxx XxxXxx ------------------------------- Notary Public in and for said State [Seal] STATE OF California ) )ss. COUNTY OF Los Angeles ) On the 13th day of December, 1996, before me, personally came Xxxxx X. Xxxxxxxxx to me known, who, being by me duly sworn, did depose and say that she resides at 000 X. Xxxxxxxxx, Xxxxxxxx, XX; that she is Sr. VP & Asst. Sec. of Cal Fed Bancorp Inc., one of the parties described in and who executed the above instrument; and that he signs his name thereto by authority of the Board of Directors of said Company. WITNESS my hand and official seal. /s/ Xxxxxxx Xxxx XxxXxx ------------------------------- Notary Public in and for said State [Seal] STATE OF New York ) )ss. COUNTY OF New York ) On the 13th day of December, 1996, before me, personally came Xxxxxx X. Deck to me known, who, being by me duly sworn, did depose and say that he resides at Great Neck, New York; that he is Senior Trust Officer of The Chase Manhattan Bank, one of the parties described in and who executed the above instrument; and that he signs his name thereto by authority of the Board of Directors of said Company.
Xxxxxx Title. Senior Vice President --------------------------------- Address: 0000 Xxxxx Xxxxx Xxxx ------------------------------- Xxxxxxxx XX 00000 -------------------------------
Xxxxxx Title. Vice President - Corporate Development Development and Western Operations -------------------------- Jamex X. Xxxxx -------------------------- Name: -------------------------- Name: -------------------------- Name: -------------------------- Name: -------------------------- Name:
Xxxxxx Title. DIRECTOR EXIDE AUTOMOTIVE S.A. By: ----------------------------------------- Name: Title:
Xxxxxx Title. DIRECTOR GNB TECHNOLOGIES NV By: ----------------------------------------- Name: Title: DETA UK LIMITED By: /s/ X. X. Xxxxxx ----------------------------------------- Name: X. X. XXXXXX Title: DIRECTOR FRIWO BATTERIES LIMITED
Xxxxxx Title. Vice President ----------------------------------- By: /s/ Xxxxx X. Xxxxx ----------------------------------- Title: Xxxxx X. Xxxxx, CPA ----------------------------------- Vice President WACHOVIA BANK, N.A., as Bank By: /s/ Xxxxxxxxxxx Xxxxx ----------------------------------- Title: Senior Vice President ----------------------------------- SOUTHERN STATES COOPERATIVE, INCORPORATED By: /s/ Xxxxxxxx Xxxxxxx ----------------------------------- Title: Senior Vice President and Treasurer ----------------------------------- EXHIBIT A --------- [Bridge Loan Amendment to be attached] EXHIBIT B --------- [GoldKist Commitment Letter Amendment to be attached] EXHIBIT C --------- [Rabobank Letter of Credit Amendment to be attached] EXHIBIT A AMENDMENT NO 2 THIS AMENDMENT NO.2 (the "Amendment"), dated as of March l999, to --------- -- the Credit Agreement referenced below, is by and among SOUTHERN STATES COOPERATIVE, INCORPORATED, a Virginia agricultural cooperative corporation, the lenders identified herein, NATIONSBANK, N.A., as Administrative Agent, and FIRST UNION NATIONAL BANK and COBANK, ACB, as Co-Agents. Terms used but not otherwise defined shall have the meanings provided in the Credit Agreement.
Xxxxxx Title. Chairman and CEO ANNEX A ------- Conditions to the Offer ----------------------- Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or pay for any Shares tendered pursuant to the Offer, and, on or after the initial scheduled expiration date of the Offer (as contemplated by Section 1.01(a)), may amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Minimum Condition shall not have been satisfied, (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer, or (iii) the Commission of the European Union shall not have approved the Transactions under Regulation (EC) No. 4064/89, as amended, of the Council of the European Union. In addition, notwithstanding any other term of the Offer, Purchaser shall not be required to accept for payment or pay for any Shares tendered pursuant to the Offer, and, at any time on or after the date of this Agreement and prior to the acceptance of Shares for payment, may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered if any of the following conditions shall exist:
