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EXHIBIT 4(kk)
FIRST AMENDMENT TO TERM LOAN AGREEMENT
THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (the "AMENDMENT") is
entered into as of August 21, 2000, among The Xxxxxxxx Companies, Inc., a
Delaware corporation (the "COMPANY"), Credit Lyonnais New York Branch, as
Administrative Agent (in such capacity, "ADMINISTRATIVE AGENT"), and certain
LENDERS (herein so called) named on SCHEDULE 2.1 (as amended and supplemented
from time to time) of the Term Loan Agreement (as hereinafter defined).
RECITALS
A. The Company, Lenders, Commerzbank AG New York and Cayman Island
Branches, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent,
and Administrative Agent entered into that certain Term Loan Agreement dated as
of April 7, 2000 (the "TERM LOAN AGREEMENT"). Unless otherwise indicated herein,
all terms used with their initial letter capitalized are used herein with their
meaning as defined in the Term Loan Agreement, and all Section references are to
Sections in the Term Loan Agreement.
B. The Company has requested that the Lenders modify and amend certain
terms and provisions of the Term Loan Agreement.
C. The Lenders are willing to so modify and amend the Term Loan
Agreement, as requested, in accordance with the terms and provisions set forth
herein and upon the condition that the Company and the Lenders shall have
executed and delivered this Amendment and that the Company shall have fully
satisfied the terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company, Administrative Agent and the Lenders hereby agree, as
follows:
PARAGRAPH 1. AMENDMENTS TO CREDIT AGREEMENT. The Term Loan Agreement is hereby
amended, as follows:
1.1 Definitions.
(a) Subparagraph(c)(i) of the definition of "CASH HOLDINGS" appearing
in SECTION 1.1 is amended, in its entirety, to read as follows:
"(i) a corporation (other than an Affiliate of the
Company) rated (x) A-1 by S&P, P-1 by Xxxxx'x or F-1
by Fitch or (y) lower than set forth in the
immediately preceding CLAUSE (x), provided, however,
that the value of all such commercial paper shall not
exceed 10% of the total value of all commercial paper
comprising "Cash Holdings," or"
(b) The definition of "CONSOLIDATED" appearing in Section 1.1 is
amended, in its entirety, to read as follows:
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"CONSOLIDATED" refers to the consolidation of the
accounts of any Person and its subsidiaries in
accordance with generally accepted accounting
principles; provided
that, unless otherwise provided, in the case of the
Company, "CONSOLIDATED" shall mean the consolidation
of the accounts of the Company and its Subsidiaries
and shall not include any accounts of the WCG
Subsidiaries; provided that for purposes of the
Consolidated financial statements required to be
delivered pursuant to Sections 7.5, 8.2(b) and 8.2(c)
and where otherwise provided, the consolidation of
the accounts of the Company and its subsidiaries
shall include the WCG Subsidiaries.
(c) The definitions of "CHOICESEAT", "DUFF AND XXXXXX", "WFS" AND "WPL"
in Section 1.1 are hereby deleted in their entirety.
(d) Section 1.1 is further amended by adding the following new
definitions thereto, such definitions to appear in appropriate
alphabetical order therein:
"AMERICAN SODA" means American Soda, L.L.P., a
Colorado limited liability partnership.
"CONSOLIDATING" refers to, with respect to the
balance sheets and statements of income and cash flow
required by Sections 7.5, 8.2(b) and 8.2(c), the
consolidation of the accounts of the Company and its
subsidiaries in accordance with the following format:
(i) the WCG Subsidiaries, (ii) the Company and its
subsidiaries (which term does not include the WCG
Subsidiaries), (iii) consolidation adjustments, and
(iv) Consolidated financial statements of the Company
and each of its subsidiaries, including the WCG
Subsidiaries.
"XXXXX" means "Electronic Data Gathering, Analysis
and Retrieval" system, a database maintained by the
Securities and Exchange Commission containing
electronic filings of issuers of certain securities.
"WCG SUBSIDIARIES" means, collectively, WCG and any
direct or indirect Subsidiary of WCG.
(e) The definitions of "CONSOLIDATED NET WORTH", "DEBT", "DESIGNATED
MINORITY INTERESTS", "ENVIRONMENT", "FITCH", "NET DEBT" and "PUBLIC
FILINGS" appearing in SECTION 1.1 are amended, in their entirety, to
read as follows:
"CONSOLIDATED NET WORTH" of any Person means the Net
Worth of such Person and its Subsidiaries on a
consolidated basis plus, in the case of the Company,
the Designated Minority Interests to the extent not
otherwise included; provided that, in no event shall
the value ascribed to Designated Minority Interests
exceed $136,892,000 in the aggregate.
"DEBT" means, in the case of any Person, (i)
indebtedness of such Person for borrowed money, (ii)
obligations of such Person evidenced by bonds,
debentures or notes, (iii) obligations of such Person
to pay the deferred purchase price of property or
services (other than trade payables not overdue by
more than sixty
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(60) days incurred in the ordinary course of
business), (iv) monetary obligations of such Person
as lessee under leases that are, in accordance with
generally accepted accounting principles, recorded as
capital leases, (v) obligations of such Person under
guaranties in respect of, and obligations (contingent
or otherwise) to purchase or otherwise acquire, or
otherwise to assure a creditor against loss in
respect of, indebtedness or obligations of others of
the kinds referred to in clauses (i) through (iv) of
this definition, and (vi) indebtedness or obligations
of others of the kinds referred to in clauses (i)
through (v) of this definition secured by any Lien on
or in respect of any property of such Person;
provided, however, that Debt shall not include any
obligation under or resulting from any agreement
referred to in paragraph (y) of SCHEDULE I; and
provided further, it is the understanding of the
parties hereto that Debt shall not include any
monetary obligations or guaranties of monetary
obligations of Persons as lessee under leases that
are, in accordance with GAAP, recorded as operating
leases.
"DESIGNATED MINORITY INTERESTS" of the Company means,
as of any date of determination, the total of the
minority interests in the following Subsidiaries of
the Company (i) El Furrial, (ii) PIGAP II, (iii)
Nebraska Energy, (iv) Seminole, (v) American Soda and
(vi) other Subsidiaries of the Company as presented
in its Consolidating balance sheet, in an amount not
to exceed in the aggregate $9,000,000 for such other
Subsidiaries not referred to in CLAUSES (i) through
(v) of this definition; provided that minority
interests which provide for a stated preferred
cumulative return shall not be included in
"Designated Minority Interests".
"ENVIRONMENT" shall have the meaning set forth in 42
U.S.C. Section 9601(8) or any successor statute, and
"ENVIRONMENTAL" shall mean pertaining or related to
the Environment.
"FITCH" means Fitch, Inc.
"NET DEBT" means as of any date of determination, the
excess of (x) the aggregate amount of all Debt of the
Company and its Subsidiaries on a Consolidated basis,
excluding Non-Recourse Debt, over (y) the sum of the
Cash Holdings of the Company and its Subsidiaries on
a Consolidated basis.
"PUBLIC FILINGS" means the Company's annual report on
Form 10-K/A for the year ended December 31, 1999, and
its quarterly report on Form 10-Q for the quarter
ended March 31, 2000.
(f) The definition of "NON-RECOURSE DEBT" appearing in SECTION 1.1 is
amended by adding the following sentence at the end thereof:
"For purposes of this definition, a "non-material
Subsidiary" shall mean any Subsidiary of the Company
which, as of the date of the most recent
Consolidating balance sheet of the Company delivered
pursuant to Section 8.2 as
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described in clause (ii) of the definition of
"Consolidating," has total assets which account for
less than five percent (5%) of the total assets of
the Company and its Subsidiaries, as shown in the
column described in clause (ii) of the definition of
"Consolidating" of such Consolidating balance sheet;
provided that, the total aggregate assets of
non-material Subsidiaries shall not comprise at any
time more than ten percent (10%) of the total assets
of the Company and its Subsidiaries, as shown in such
column of such Consolidating balance sheet."
(g) The definitions of "PLAN", "PRIMARY CREDIT AGREEMENT", "PRINCIPAL
SUBSIDIARIES" and "S&P" appearing in SECTION 1.1 are amended, in their
entirety, to read as follows:
"PLAN" means an employee pension benefit plan (other
than a Multiemployer Plan) as defined in Section 3(2)
of ERISA currently maintained by, or, in the event
such plan has terminated, to which contributions have
been made or an obligation to make contributions has
accrued, during any of the five (5) plan years
preceding the date of termination of such plan by the
Company or any ERISA Affiliate for employees of the
Company or any such ERISA Affiliate and covered by
Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code.
"PRIMARY CREDIT AGREEMENT" means the U.S.
$700,000,000 Credit Agreement dated as of July 25,
2000, by and among the Company and the other
borrowers named therein, as borrowers, the banks
named therein, as lenders, the banks named therein,
as co-syndication agents and documentation agent,
Citibank, N.A., as agent, and Xxxxxxx Xxxxx Xxxxxx as
arranger, as the same may be from time to time
modified or amended.
"PRINCIPAL SUBSIDIARIES" means a collective reference
to NWP, TGPL, TGT, and WPC (each a "PRINCIPAL
SUBSIDIARY").
"S&P" means Standard & Poor's Ratings Group, a
division of The XxXxxx-Xxxx Companies, Inc.
(h) The definition of "SUBSIDIARY" appearing in SECTION 1.1 is amended
by adding the following sentence at the end thereof:
"Notwithstanding the above, "Subsidiary" shall not
include the WCG Subsidiaries, except that with
respect to the Consolidated balance sheet and related
Consolidated statements of income and cash flows for
the Company referred to in Sections 7.5, 8.2(b) and
8.2(c) and as otherwise specifically provided herein
the term "Subsidiary" used with respect to the
Company shall include the WCG Subsidiaries."
(i) The definition of "TERMINATION EVENT" appearing in SECTION 1.1 is
amended by deleting the phrase "or an event described in Section
4062(f) of ERISA" from clause (a) thereof.
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1.2 Amendment to SECTION 7.1. SECTION 7.1 is amended by adding
the word "material" before the word "Subsidiary" in the second and
third sentences thereof.
1.3 Amendment to SECTION 7.6. SECTION 7.6 is amended to add
the phrase "(including for the purposes of this SECTION 7.6, any WCG
Subsidiary)" after the word "Subsidiary" appearing therein.
1.4 Amendment to SECTION 7.8. SECTION 7.8 is amended, in its
entirety, to read as follows:
"7.8 ERISA Compliance. No Termination Event
has occurred or is reasonably expected to occur with
respect to any Plan that could reasonably be expected
to have a material adverse effect on the Company or
any of its material Subsidiaries (including for the
purposes of this SECTION 7.8, the WCG Subsidiaries).
Neither the Company nor any ERISA Affiliate has
received any notification that any Multiemployer Plan
is in reorganization or has been terminated, within
the meaning of Title IV of ERISA, and the Company is
not aware of any reason to expect that any
Multiemployer Plan is to be in reorganization or to
be terminated within the meaning of Title IV of ERISA
that could reasonably be expected to have a material
adverse effect on the Company or any of its material
Subsidiaries (including for the purposes of this
SECTION 7.8, the WCG Subsidiaries) or any ERISA
Affiliate."
1.5 Amendment to SECTION 7.9. SECTION 7.9 is amended by
deleting the phrase "(other than material Subsidiaries not in existence
on December 31, 1995)" appearing in the first sentence thereof.
1.6 Amendment to SECTION 7.11. SECTION 7.11 is amended, in its
entirety, to read as follows:
"7.11 Environmental Compliance Except as set
forth in the Public Filings or as otherwise disclosed
in writing to the Administrative Agent after the date
hereof and approved by the Administrative Agent and
the Determining Lenders, the Company and its material
Subsidiaries are in compliance in all material
respects with all Environmental Protection Statutes
to the extent material to their respective operations
or financial condition. Except as set forth in the
Public Filings or as otherwise disclosed in writing
to the Administrative Agent after the date hereof and
approved by the Administrative Agent and the
Determining Lenders, the aggregate contingent and
non-contingent liabilities of the Company and its
Subsidiaries (other than those reserved for in
accordance with GAAP and set forth in the financial
statements regarding the Company referred to in
SECTION 7.5 and delivered to the Administrative Agent
and excluding liabilities to the extent covered by
insurance if the insurer has confirmed that such
insurance covers such liabilities or which the
Company reasonably expects to recover from
ratepayers) which are reasonably expected to arise in
connection with (a) the requirements of Environmental
Protection Statutes or (b) any obligation or
liability to any Person in connection with any
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Environmental matters (including, without limitation,
any release or threatened release (as such terms are
defined in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980) of any
Hazardous Waste, Hazardous Substance, other waste,
petroleum or petroleum products into the Environment)
could not reasonably be expected to have a material
adverse effect on the business, assets, condition or
operations of the Company and its Subsidiaries
(including for the purposes of this SECTION 7.11, the
WCG Subsidiaries), taken as a whole."
1.7 Amendment to SECTION 7.12(b). SECTION 7.12(b) is amended
to add the phrase "(including for the purposes of this SECTION 7.12(b),
the WCG Subsidiaries)' after the word "Subsidiaries" appearing in the
last sentence thereof.
1.8 Amendment to SECTION 8.2. Subsections (b), (c), (e), (f)
and (i) of SECTION 8.2 are amended, in their respective entireties, to
read as follows:
"(b) as soon as available and in any
event not later than sixty (60) days after the end of
each of the first three quarters of each fiscal year
of the Company, the Consolidated and Consolidating
balance sheets of the Company and its Subsidiaries as
of the end of such quarter and the Consolidated and
Consolidating statements of income and cash flows of
the Company and its Subsidiaries for the period
commencing at the end of the previous year and ending
with the end of such quarter, all in reasonable
detail and duly certified (subject to year-end audit
adjustments) by an authorized financial officer of
the Company as having been prepared in accordance
with GAAP, provided that, if any financial statement
referred to in this SECTION 8.2(b) is readily
available on-line through XXXXX, the Company shall
not be obligated to furnish copies of such financial
statement. An authorized financial officer of the
Company shall furnish a certificate (i) stating that
he has no knowledge that a Default or Potential
Default has occurred and is continuing or, if a
Default or Potential Default has occurred and is
continuing, a statement as to the nature thereof and
the action, if any, which the Company proposes to
take with respect thereto, and (ii) showing in detail
the calculation supporting such statement in respect
of SECTION 8.6; provided that, for purposes of
Subsections (b) and (c) of this SECTION 8.2,
"Subsidiaries" when used in relation to a
Consolidated balance sheet and the related statement
of income and cash flow shall include the WCG
Subsidiaries;"
"(c) as soon as available and in any event
not later than one hundred five (105) days after the
end of each fiscal year of the Company, a copy of the
annual audit report for such year for the Company and
its Subsidiaries, including therein Consolidated and
Consolidating balance sheets of the Company and its
Subsidiaries as of the end of such fiscal year and
Consolidated and Consolidating statements of income
and cash flows of the Company and its Subsidiaries
for such fiscal year, in each case prepared in
accordance with GAAP and certified by Ernst & Young,
LLP or other independent certified public accountants
of
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recognized standing acceptable to the Administrative
Agent, provided that if any financial statement
referred to in this SECTION 8.2(c) is readily
available on-line through XXXXX, the Company shall
not be obligated to furnish copies of such financial
statement. The Company shall also deliver in
conjunction with such financial statements a
certificate of such accounting firm to the
Administrative Agent (i) stating that, in the course
of the regular audit of the business of the Company
and its Subsidiaries, which audit was conducted by
such accounting firm in accordance with generally
accepted auditing standards, such accounting firm has
obtained no knowledge that a Default or Potential
Default has occurred and is continuing, or if, in the
opinion of such accounting firm, a Default or
Potential Default has occurred and is continuing, a
statement as to the nature thereof, and (ii) showing
in detail the calculations supporting such statement
in respect of SECTION 8.6;"
"(e) promptly after the sending or filing
thereof, copies of all proxy material, reports and
other information which the Company sends to any of
its security holders, and copies of all final reports
and final registration statements which the Company
or any material Subsidiary files with the Securities
and Exchange Commission or any national securities
exchange; provided that, if such proxy materials and
reports, registration statements and other
information are readily available on-line through
XXXXX, the Company or such material Subsidiary shall
not be obligated to furnish copies thereof;"
"(f) as soon as possible and in any event
within thirty (30) Business Days after the Company or
any ERISA Affiliate knows or has reason to know (i)
that any Termination Event described in CLAUSE (a) of
the definition of Termination Event with respect to
any Plan has occurred that could have a material
adverse effect on the Company or any material
Subsidiary of the Company (including for the purposes
of this SECTION 8.2(f) any material WCG Subsidiary)
or any ERISA Affiliate, or (ii) that any other
Termination Event with respect to any Plan has
occurred or is reasonably expected to occur that
could have a material adverse effect on the Company
or any material Subsidiary of the Company (including
for the purposes of this SECTION 8.2(f) any material
WCG Subsidiary) or any ERISA Affiliate, a statement
of the chief financial officer or chief accounting
officer of the Company describing such Termination
Event and the action, if any, which the Company, such
Subsidiary or such ERISA Affiliate proposes to take
with respect thereto;"
"(i) promptly and in any event within
twenty-five (25) Business Days after receipt thereof
by the Company or any ERISA Affiliate from the
sponsor of a Multiemployer Plan, a copy of each
notice received by the Company or any ERISA Affiliate
concerning (i) the imposition of a Withdrawal
Liability by a Multiemployer Plan, (ii) the
determination that a Multiemployer Plan is, or is
expected to be, in reorganization within the meaning
of Title IV of ERISA, (iii) the termination of a
Multiemployer Plan within the meaning of Title IV of
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ERISA, or (iv) the amount of liability incurred, or
expected to be incurred, by the Company or such ERISA
Affiliate in connection with any event described in
CLAUSE (i), (ii) or (iii) above that, in each case,
could have a material adverse effect on the Company
or any ERISA Affiliate;"
1.9 Amendment to SECTION 8.4. SECTION 8.4 is amended by adding
the following sentence to the end thereof:
"Notwithstanding the foregoing, the Company
and its Subsidiaries may consummate any merger or
consolidation permitted pursuant to SECTION 8.7 and
any Subsidiary of the Company may be converted into a
limited liability company by statutory election."
1.10 Amendment to SECTION 8.6. SECTION 8.6 is amended, in its
entirety, to read as follows:
"8.6 Debt. The Company shall not permit the
ratio of (a) the aggregate amount of Net Debt of the
Company to (b) the sum of the Consolidated Net Worth
of the Company plus Net Debt of the Company to exceed
0.65 to 1.0 at any time."
1.11 Amendment to SECTION 8.8. Clause (b)(iii) of SECTION 8.8
is amended, in its entirety, to read as follows:
"(iii) other customary encumbrances and
restrictions now or hereafter existing of the Company
or any of its Subsidiaries entered into in the
ordinary course of business that are not more
restrictive in any material respect than the
encumbrances and restrictions with respect to the
Company or its Subsidiaries existing on July 25,
2000."
1.12 Amendment to SECTION 8.9. SECTION 8.9 is amended, in its
entirety, to read as follows:
"8.9 Loans and Advances. The Company shall
not make or permit to remain outstanding or allow any
of its Subsidiaries to make or permit to remain
outstanding, any loan or advance to, or own, purchase
or acquire any obligations or debt securities of any
WCG Subsidiary, except that the Company and its
Subsidiaries may make and permit to remain
outstanding loans and advances to a WCG Subsidiary
existing as of July 25, 2000 and listed on Exhibit F
hereto (and such WCG Subsidiaries may permit such
loans and advances on Exhibit F to remain
outstanding). Except for those investments in
existence on July 25, 2000 and listed on Exhibit F
hereof, the Company shall not, and shall not permit
any of its Subsidiaries to, acquire or otherwise
invest in any stock or other equity or other
ownership interest in a WCG Subsidiary."
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1.13 Amendment to SECTION 8.10. SECTION 8.10 is amended by
adding the following sentence to the end thereof:
"Nothing herein shall be construed to permit
the Company or any of its Subsidiaries to purchase
shares, any interest in shares or any ownership
interest in a WCG Subsidiary except as permitted by
SECTION 8.9."
1.14 Amendment to SECTION 8.11. SECTION 8.11. is amended, in
its entirety, to read as follows:
"8.11 Compliance with ERISA. The Company
shall not (a) terminate, or permit any ERISA
Affiliate to terminate, any Plan so as to result in
any material liability of the Company or any material
Subsidiary of the Company (including for purposes of
this SECTION 8.11 any material WCG Subsidiary) or any
such ERISA Affiliate to the PBGC, or (b) permit to
exist any occurrence of any Termination Event with
respect to a Plan which would have a material adverse
effect on the Company or any material Subsidiary of
the Company (including for purposes of this SECTION
8.11 any material WCG Subsidiary)."
1.15 Amendment to SECTION 8.13. SECTION 8.13. is amended, in
its entirety, to read as follows:
"8.13 Guarantees. After July 25, 2000, the
Company shall not guarantee or otherwise become
contingently liable for, or permit any of its
Subsidiaries to guarantee or otherwise become
contingently liable for, any Debt or any other
obligation of any WCG Subsidiary or to otherwise
insure a WCG Subsidiary against loss."
1.16 Amendment to SECTION 8.15. SECTION 8.15. is amended by
adding the phrase "relating to the business of the Company and its
Subsidiaries, but excluding any WCG Subsidiary" immediately after the
phrase "general corporate purposes" appearing therein, and by adding
the following sentence at the end thereof:
"The Company may not use any proceeds of any
Borrowings to make any loan or advance to, or to own,
purchase or acquire any obligations or debt
securities of, any WCG Subsidiary or to acquire or
otherwise invest in any stock or other equity or
other ownership interest in a WCG Subsidiary."
1.17 Amendment to SECTION 9.3. SECTION 9.3 is amended, in its
entirety, to read as follows:
"9.3 Covenants. The Company shall fail to
perform or observe (i) any term, covenant or
agreement contained in SECTION 8.2 on its part to be
performed or observed and such failure shall continue
for ten (10) Business Days after the earlier of the
date notice thereof shall have been given to the
Company by the
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Administrative Agent or any Lender or the date the
Company shall have knowledge of such failure, or (ii)
any term, covenant or agreement contained in this
Agreement (other than a term, covenant or agreement
contained in SECTION 8.2) or any Note on its part to
be performed or observed; and such failure shall
continue for five (5) Business Days after the earlier
of the date notice thereof shall have been given to
the Company by the Administrative Agent or any Lender
or the date the Company shall have knowledge of such
failure."
1.18 Amendment to SECTION 9.7. SECTION 9.7 is amended by
replacing the reference to (i) the amount "$5,000,000" with the amount
"$75,000,000" in Subsections (a) and (c) thereof; and (ii) the amounts
"$15,000,000" and "$10,000,000" with the amounts "$75,000,000" and
"$50,000,000", respectively, in Subsection (b) thereof.
1.19 Addition of EXHIBIT F. The Term Loan Agreement is amended
by adding Exhibit F thereto, such Exhibit F to appear immediately after
Exhibit E and to read as "Exhibit F" attached hereto and incorporated
by reference herein.
PARAGRAPH 2. AMENDMENT EFFECTIVE DATE. This Amendment shall be binding upon all
parties to the Loan Papers on the last day upon which the following has
occurred:
(a) The Company shall have delivered to Administrative Agent
true and correct copies of all documents evidencing or relating to the
Primary Credit Agreement and that the transactions contemplated thereby
have been consummated; and
(b) Counterparts of this Amendment shall have been executed
and delivered to Administrative Agent by the Company, Administrative
Agent, and the Determining Lenders or when Administrative Agent shall
have received telecopied, telexed, or other evidence satisfactory to it
that all such parties have executed and are delivering to
Administrative Agent counterparts thereof.
Upon satisfaction of the foregoing conditions, this Amendment shall be deemed
effective on and as of July 25, 2000 (the "AMENDMENT EFFECTIVE DATE").
PARAGRAPH 3. REPRESENTATIONS AND WARRANTIES. As a material inducement to Lenders
to execute and deliver this Amendment, the Company hereby represents and
warrants to Lenders (with the knowledge and intent that Lenders are relying upon
the same in entering into this Amendment) the following: (a) the representations
and warranties in the Term Loan Agreement and in all other Loan Papers are true
and correct on the date hereof in all material respects, as though made on the
date hereof; (b) no Default or Potential Default exists under the Loan Papers;
and (c) the terms and provisions of the Primary Credit Agreement have been
accurately and completely described in the documents provided to the
Administrative Agent pursuant to PARAGRAPH 2(a) above.
PARAGRAPH 4. MISCELLANEOUS.
4.1 EFFECT ON LOAN DOCUMENTS. The Term Loan Agreement and all related
Loan Papers shall remain unchanged and in full force and effect, except as
provided in this Amendment, and are
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hereby ratified and confirmed. On and after the Amendment Effective Date, all
references to the "Term Loan Agreement" shall be to the Term Loan Agreement as
herein amended. The execution, delivery, and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
Rights of the Lenders under the Term Loan Agreement or any Loan Papers, nor
constitute a waiver under the Term Loan Agreement or any other provision of the
Loan Papers.
4.2 REFERENCE TO MISCELLANEOUS PROVISIONS. This Amendment and the other
documents delivered pursuant to this Amendment are part of the Loan Papers
referred to in the Term Loan Agreement, and the provisions relating to Loan
Papers set forth in SECTION 12 are incorporated herein by reference the same as
if set forth herein verbatim.
4.3 COSTS AND EXPENSES. The Company agrees to pay promptly the
reasonable fees and expenses of counsel to Administrative Agent for services
rendered in connection with the preparation, negotiation, reproduction,
execution, and delivery of this Amendment.
4.4 COUNTERPARTS. This Amendment may be executed in a number of
identical counterparts, each of which shall be deemed an original for all
purposes, and all of which constitute, collectively, one agreement; but, in
making proof of this Amendment, it shall not be necessary to produce or account
for more than one such counterpart. It is not necessary that all parties execute
the same counterpart so long as identical counterparts are executed by the
Company, each Determining Lender, and Administrative Agent.
4.5 THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
AMONG THE PARTIES.
Executed as of the date first above written, but effective as of the
Amendment Effective Date.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.]
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Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
Address for notices
One Xxxxxxxx Center, Suite 5000 THE XXXXXXXX COMPANIES, INC.,
Xxxxx, Xxxxxxxx 00000 a Delaware corporation
Attention: Treasurer
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000 By: /s/ Xxxxx X. Xxxx
---------------------------
Name: Xxxxx X. Xxxx
Title: Treasurer
With a copy to:
Xxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxxx 00000
Attention: Associate General Counsel
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
13
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
1301 Avenue of the Americas CREDIT LYONNAIS XXX XXXX XXXXXX,
Xxx Xxxx, Xxx Xxxx 00000 as Administrative Agent and as a Lender
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------
Title: Vice President
--------------------------------
With a copy to:
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxx XxXxxxxx
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
14
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000 XXXXXXXXXXX AG NEW YORK AND GRAND CAYMAN
Xxxxxxx, Xxxxxxx 00000 BRANCHES, as Syndication Agent, as a
Telephone: (000) 000-0000 Lender and as a Designating Lender
Facsimile: (000) 000-0000
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
---------------------------------------
Title: SVP & Manager
--------------------------------------
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxx
---------------------------------------
Title: Vice President
--------------------------------------
FOUR WINDS FUNDING CORPORATION, as a
Designated Lender
By COMMERZBANK AKTIENGESELLCHAFT, as
Administrator and Attorney-in-Fact
By: /s/ Xxx Xxxxxxx /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: Xxx Aus Xxxx Xxxx X. Xxxxxxx
---------------------------------------
Title: Vice President Senior Vice President
--------------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
15
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000 THE BANK OF NOVA SCOTIA,
Xxxxxxx, Xxxxx 00000 as Documentation Agent and as a Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By: /s/ F.C.H. Xxxxx
----------------------------------
Name: F.C.H. Xxxxx
--------------------------------
Title: Senior Manager Loan Operations
-------------------------------
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
-----------------------
Telephone No.:
-------------------
Facsimile No.:
-------------------
16
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
0000 00xx Xxxxxx, XX, Xxxxx 000 XXX XXXXX INTERNATIONAL BANK INC.,
Xxxxxxxxxx, XX 00000 as a Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
-----------------------
Telephone No.:
-------------------
Facsimile No.:
-------------------
17
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
000 Xxxx Xxxxxx Xxxxx XXXX POLSKA KASA OPIEKI S.A.,
00xx Xxxxxx, 00xx Xxxxx as a Lender
New York, New York
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: /s/ Hussain B. El-Xxxxx
---------------------------------
Name: Hussain B. El-Xxxxx
-------------------------------
Title: Vice President
------------------------------
With a copy to:
----------------------------------
----------------------------------
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
18
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
000 Xxxx Xxxxxx, Xxxxx 0000 BANQUE WORMS CAPITAL CORP.,
New York, New York 10022-2698 as a Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxxxx
--------------------------------
Title: VP & General Counsel
-------------------------------
By: /s/ Xxxx Xxxxx
----------------------------------
Name: Xxxx Xxxxx
--------------------------------
Title: AVP
-------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
-----------------------
Telephone No.:
-------------------
Facsimile No.:
-------------------
19
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
1 World Trade Center, Suite 3211 XXXXX XXX COMMERCIAL BANK, LTD.,
New York, New York 10048 NEW YORK BRANCH, as a Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By: /s/ Wan-Tu Yeh
---------------------------------
Name: Wan-Tu Yeh
-------------------------------
Title: SVP & General Manager
------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
-----------------------
Telephone No.:
-------------------
Facsimile No.:
-------------------
20
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
1 World Trade Center, 48th Floor THE DAI-ICHI KANGYO BANK, LTD., as
Xxx Xxxx, Xxx Xxxx 00000 a Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: /s/ Xxxxxxx Xxxx
--------------------------------
Name: Xxxxxxx Xxxx
------------------------------
Title: Vice President
-----------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
-----------------------
Telephone No.:
-------------------
Facsimile No.:
-------------------
21
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
Two World Trade Center, Suite 7868 FIRST COMMERCIAL BANK - XXX XXXX
Xxx Xxxx, Xxx Xxxx 00000 AGENCY, as a Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: /s/ Xxxxxxx X. X. Xxxx
---------------------------------
Name: Xxxxxxx X. X. Xxxx
-------------------------------
Title: SVP & GM
------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
22
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
000 Xxxxxxx Xxxxxx, 21st Floor GULF INTERNATIONAL BANK,
New York, New York 10017 as a Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By: /s/ Abdel-Fattah Tahoun
----------------------------------
Name: Abdel-Fattah Tahoun
--------------------------------
Title: SVP
-------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention: By: /s/ Xxxxxxx X. Xxxxxxx
------------------------ ----------------------------------
Telephone No.: Name: Xxxxxxx X. Xxxxxxx
-------------------- --------------------------------
Facsimile No.: Title: Vice President
-------------------- -------------------------------
23
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
2 World Trade Center, Suite 2846 XXX XXX COMMERCIAL BANK, LTD.,
Xxx Xxxx, Xxx Xxxx 00000 as a Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By: /s/ Xxx-Xxxx Xxxxx
-------------------------------
Name: Xxx-Xxxx Xxxxx
-----------------------------
Title: SVP & General Manager
----------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
24
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
000 Xxxx 00xx Xxxxxx, 00xx Floor BAYERISCHE HYPO-UND
New York, New York 10017 VEREINSBANK AG, NEW YORK
Telephone: (000) 000-0000 BRANCH,as a Lender
Facsimile: (000) 000-0000
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Name: Xxxxxx Xxxxxx
-----------------------------
Title: Director
----------------------------
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxx
-----------------------------
Title: Director
----------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
25
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxxxx 0000 KBC BANK N.V., as a Lender
Xxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: /s/ Xxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxx
-----------------------------
Title: First Vice President
----------------------------
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
-----------------------------
Title: Vice President
----------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
26
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
Xxxxxx Xxxxxxx 00-00 XXXXXXXXXX XXXXXXXXX-XXXXX,
Xxxxx, Xxxxxxx 00000 GIROZENTRALE,
Telephone: (000) 00-00-00-0000 as a Lender
Facsimile:
By: /s/ Xxxxxxx Xxxxxx-Xxxxx /s/ Xxxxxxx Xxxxx
-----------------------------------------------
Name: Xxxxxxx Xxxxxx Ribka Xxxxxxx Xxxxx
---------------------------------------------
Title: Assistant Vice President Manager
--------------------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
27
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
Ulsulenan Strasse LANDESBANK SAAR GIROZENTRALE,
Saabrucken, Germany 266111 as a Lender
Telephone: (000) 00-000-000-0000
By: /s/ Xxxxxxx Xxxxxxx /s/ Xxxx Xxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxx Xxxx Xxxxxx
----------------------------------------
Title: Sr. Vice President Sr Vice President
---------------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
28
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
Martensdamm 0 XXXXXXXXXX XXXXXXXXX-XXXXXXXX
Xxxx, Xxxxxxx 00000 GIROZENTRALE, as a Lender
Telephone: (000) 00-000-000-0000
Facsimile: (000) 00-000-000-0000 By: /s/ Hans Xxxxxxxxx Xxxx /s/ Xxxxx Xxxxxxx
-----------------------------------------------
Name: Hans Xxxxxxxxx Xxxx Xxxxx Xxxxxxx
---------------------------------------------
Title: Senior Vice President Asst. Vice President
--------------------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
29
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 LAND BANK OF TAIWAN, LOS ANGELES
Xxx Xxxxxxx, Xxxxxxxxxx 00000 BRANCH, as a Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
30
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
0000 Xxxx 00xx Xxxxxx, Xxxxx 000 LOCAL OKLAHOMA BANK, N.A.,
Xxxxx, Xxxxxxxx 00000 as a Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By: /s/ Xxxxxxxxx X. Blue
------------------------------------
Name: Xxxxxxxxx X. Blue
----------------------------------
Title: Senior Vice President
---------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
31
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
000 Xxxx Xxxxxx, 00xx Xxxxx NATIONAL BANK OF KUWAIT, S.A.K.,
Xxx Xxxx, Xxx Xxxx 00000 GRAND CAYMAN BRANCH, as a
Telephone: (000) 000-0000 Lender
Facsimile: (000) 000-0000
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
----------------------------------
Title: General Manager
---------------------------------
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
----------------------------------
Title: Executive Manager
---------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
32
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
0000 Xxxxx Xxxxxx, Xxxxx 0000 XXXXXXX, as a Lender
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
33
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
Wall Street Plaza THE ROYAL BANK OF SCOTLAND, PLC,
00 Xxxx Xxxxxx, 00xx Xxxxx as a Lender
Xxx Xxxx, Xxx Xxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: /s/ Xxxxx Xxxxxx
-----------------------------------
Name: Xxxxx Xxxxxx
---------------------------------
Title: Vice President
--------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
34
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
000 Xxxx Xxxxxx, 0xx Xxxxx THE SUMITOMO BANK, LIMITED,
Xxx Xxxx, Xxx Xxxx 00000 as a Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By: /s/ C. Xxxxxxx Xxxxxxx
----------------------------------
Name: C. Xxxxxxx Xxxxxxx
--------------------------------
Title: Senior Vice President
-------------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
35
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
1251 Avenue of the Americas THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY
Xxx Xxxx, Xxx Xxxx 00000 as a Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
-------------------------------------
Title: Senior Vice President
------------------------------------
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, HOUSTON OFFICE
(Authorized Representative)
36
Signature Page to that certain First Amendment to Term Loan Agreement
dated as of August 21, 2000, among The Xxxxxxxx Companies, Inc., as the Company,
Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and
certain Lenders named therein.
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx THE TOKAI BANK, LIMITED - XXX
Xxx Xxxx, Xxx Xxxx 00000 YORK BRANCH, as a Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
With a copy to:
----------------------------------
----------------------------------
Attention:
------------------------
Telephone No.:
--------------------
Facsimile No.:
--------------------
37
EXHIBIT F
EXISTING LOANS AND INVESTMENT IN WCG SUBSIDIARIES
Loan Agreement dated as of September 8, 1999, between Xxxxxxxx Communications,
Inc., as Borrower, and the Company, as Lender, filed as Exhibit 10.57 to WCG's
Form 10-K/A for the fiscal year ended December 31, 1999.
Various immaterial intercompany receivables between the Company or its
Subsidiaries and the WCG Subsidiaries for services rendered, which are settled
on a reasonably prompt basis. Services are rendered to the WCG Subsidiaries by
the Company or its Subsidiaries pursuant to certain intercompany services
agreements, all of which are filed as exhibits to WCG's Form 10-K/A for the
fiscal year ended December 31, 1999.
As of July 25, 2000, the Company's investment in WCG consists of 395,434,965
shares of Class B common stock.
