SECOND AMENDMENT AGREEMENT
EXHIBIT
10.5
EXECUTION COPY
This Second Amendment Agreement (this “Agreement”) is entered into as of March 11,
2009, by and among Time Warner Inc. (“Time Warner”), Time Warner International Finance
Limited (together with Time Warner, the “Borrowers”), Citibank, N.A., in its capacity as
the Administrative Agent under the Credit Agreement referred to below (in such capacity, the
“Administrative Agent”), and the Lenders party hereto. Defined terms in the Credit
Agreement referred to below have the same meanings where used herein, unless otherwise defined.
RECITALS
WHEREAS, the Borrowers, the Administrative Agent, the Lenders party thereto and certain other
parties thereto have entered into the Amended and Restated Credit Agreement dated as of July 8,
2002, as amended and restated as of February 17, 2006 (as amended, restated, supplemented or
otherwise modified, the “Credit Agreement”);
WHEREAS, substantially concurrently herewith the Borrowers, the Administrative Agent, Xxxxxx
Commercial Paper Inc. (“Xxxxxx”), a debtor and debtor in possession under chapter 11 of
title 11 of the United States Code, and the other Lenders party thereto are entering into the First
Amendment Agreement dated as of March 11, 2009 (the “First Amendment”), pursuant to which
the Credit Agreement will be amended to terminate the Commitment of Xxxxxx and to make certain
other modifications relating thereto;
WHEREAS, the Borrowers have requested that the Administrative Agent and the Lenders agree to
certain amendments to the Credit Agreement that would, among other things, permit Time Warner to
terminate the Commitment (and, if applicable, the Yen Commitment) of any other Lender that shall
have become a Defaulting Lender on terms substantially similar to those applicable to Xxxxxx
pursuant to the First Amendment; and
WHEREAS, the Administrative Agent and the Lenders party hereto, constituting at least the
Required Lenders, have agreed to such requested amendments, subject to the terms and conditions of
this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the parties hereto hereby agree as follows:
1. Amendments to the Credit Agreement.
(a) Section 1.01 of the Credit Agreement is hereby amended as follows:
(i) The definition of the term “Defaulting Lender” in Section 1.01 of the
Credit Agreement is hereby deleted in its entirety and replaced with the following:
“Defaulting Lender” means any Lender that (a) shall have failed to fund
any portion of its Loans as part of any Borrowing within three Business Days of the
date required to be funded by it hereunder (unless (i) such Lender and at least one
other Lender shall have notified the Administrative Agent and the Borrowers in
writing of its good faith determination that a condition to its obligation to make a
Loan as part of such Borrowing shall not have been satisfied and (ii) Lenders
representing a majority
in interest of the Commitments (or, if applicable, the Yen
Commitments) shall not have advised the Administrative Agent in writing of their
determination that such condition has been satisfied), (b) shall have failed to fund
any portion of its participation in any Letter of Credit drawing or any Yen Loan or
Swingline Loan within three Business Days of the date required to be funded by it
hereunder, (c) shall have notified the Administrative Agent (or shall have notified
any Borrower, any Swingline Lender or any Issuing Bank, which shall in turn have
notified the Administrative Agent) in writing that it does not intend or is unable
to comply with its funding obligations under this Agreement, or shall have made a
public statement to the effect that it does not intend or is unable to comply with
such funding obligations or its funding obligations under other credit or similar
agreements to which it is a party, (d) shall have failed (but not for fewer than
three Business Days) after a request by the Administrative Agent (whether acting on
its own behalf or at the reasonable request of any Borrower (it being understood
that the Administrative Agent shall comply with any such reasonable request)) to
confirm that it will comply with its obligations to make Loans and fund
participations in Letter of Credit drawings and Yen Loans and Swingline Loans
hereunder, (e) shall have become the subject of a bankruptcy or insolvency
proceeding, or shall have taken any action in furtherance of, or indicating its
consent to, approval of or acquiescence in any such proceeding or (f) shall have had
a receiver, conservator, trustee or custodian appointed for it, or shall have taken
any action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such appointment, or shall have a parent company that has become
the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in, any
such proceeding or appointment.
(ii) The definition of the term “Eligible Assignee” is hereby amended to insert
at the end thereof the following:
; provided, however, that no Lender that is or at any time
was a Defaulting Lender shall be an Eligible Assignee, unless consented to
in writing by Time Warner and the Administrative Agent.
(iii) The definition of the term “Revolving Credit Exposure” is hereby amended
to insert at the end thereof the following:
For purposes of Sections 2.01(a), 2.01(b), 2.04(a), 2.05(b), 2.08(a) and
2.19 of this Agreement, the total Revolving Credit Exposures shall be
determined without giving regard to the outstanding principal amount
of the
Specified Loans.
(iv) The following new definition is hereby added in appropriate alphabetical
order:
“Specified Loans” means (a) the Specified Xxxxxx Loans and (b)
all the Loans of any Defaulting Lender outstanding at the time the
Commitment (or, in the case of any such Loans that are Yen Loans, the Yen
Commitment) of such Defaulting Lender is terminated or reduced pursuant to
Section 2.18(b), but only to the extent the aggregate principal amount of
such
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Loans (or such Yen Loans) exceeds, immediately after giving effect to
such termination or reduction, the Commitment (or the Yen Commitment) of
such Defaulting Lender. Any Loan, or any portion thereof, that is a
Specified Loan shall continue as a Specified Loan for all purposes hereof
notwithstanding an assignment of all or any portion thereof to any Person
pursuant to Section 9.04.
(b) Section 2.08 of the Credit Agreement is hereby amended by adding the following new
paragraph (c) at the end thereof:
(c) Time Warner may terminate or reduce the Commitment and the Yen Commitment
of any Defaulting Lender as provided in Section 2.18(b). The provisions of the
preceding paragraphs of this Section 2.08 shall not apply to any such termination or
reduction made pursuant to Section 2.18(b).
(c) Section 2.18 of the Credit Agreement is hereby amended (i) to amend and restate the
Section heading thereof in its entirety to read “SECTION 2.18. Mitigation Obligations;
Replacement of Lenders; Defaulting Lenders.” and (ii) to amend and restate in its
entirety paragraph (b) thereof as follows:
(b) If (i) any Lender requests compensation under Section 2.14, (ii) any
Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16 or (iii) any Lender
becomes a Defaulting Lender hereunder, then Time Warner may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, (A) require such
Lender to assign and delegate, without recourse (in accordance with and subject to
the restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment) or (B)
only in the case of clause (iii) above, terminate as a whole, or reduce in part, the
Commitment (and, if applicable, the Yen Commitment), whether used or unused, of such
Lender; provided that (I) in the case of any such assignment and delegation
pursuant to clause (A) above, (x) Time Warner shall have received the prior written
consent of the Administrative Agent (and, if a Commitment is being assigned, each
Swingline Lender and the Issuing Banks), which consent, in each case, shall not be
unreasonably withheld, (y) such Lender shall have received payment of an amount
equal to the outstanding principal of its Loans, participations in LC Disbursements
and Swingline Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrowers (in the case of all other
amounts) and (z) in the case of any such assignment resulting from a claim for
compensation under Section 2.14 or payments required to be made pursuant to Section
2.16, such assignment will be made to a Lender reasonably expected to result in a
reduction in the compensation or payments to be paid by the Borrowers pursuant to
such sections; and (II) in the case of any termination or reduction pursuant to
clause (B) above, (x) Time Warner shall have notified such Lender and the Administrative Agent of
such termination or reduction (including the amount thereof), (y) at the time
thereof, no Default or Event of Default shall have occurred and be continuing and
(z) after giving effect thereto, including the adjustment to the Applicable
Percentage of each Lender resulting therefrom, and to any concurrent prepayment of
the Loans in accordance
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with Section 2.10, the Revolving Credit Exposure of any
Lender (excluding any portion thereof attributable to the Specified Loans of such
Lender) shall not exceed the Commitment of such Lender. A Lender shall not be
required to make any such assignment and delegation under clause (A) above if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling Time Warner to require such assignment and delegation cease to apply. It
is understood and agreed that (i) upon any termination or reduction of the
Commitment or the Yen Commitment of any Defaulting Lender under clause (B) above,
the Applicable Percentage of such Lender and each other Lender shall at such time
automatically adjust in accordance with the definition of the term “Applicable
Percentage”, including for purposes of determining the Yen Exposure, the LC Exposure
and the Swingline Exposure at such time of such Lender and each other Lender, (ii) a
termination or reduction of the Commitment or the Yen Commitment of any Defaulting
Lender under clause (B) above shall not require a prepayment of any Loan of such
Lender then outstanding, and each such Loan shall continue to be outstanding as part
of the applicable Borrowing in accordance with the terms hereof and (iii) any
Specified Loans that are repaid or prepaid shall not be reborrowed. In the event
that any Lender shall have become a Defaulting Lender (other than solely under
clause (f) of the definition of such term) and either the Lender shall not have made
an assignment and delegation pursuant to clause (A) above or the Commitment of such
Lender shall not have been terminated pursuant to clause (B) above within 20 days
after receipt by Time Warner of a notice from the Administrative Agent that such
Lender has become a Defaulting Lender, then, upon the written request of any Issuing
Bank or any Swingline Lender, Time Warner shall deposit, within 5 Business Days
after its receipt of such request, in a cash collateral account opened by the
Administrative Agent, cash in an amount requested in such notice, such amount not to
exceed (i) in the case of any such request made by an Issuing Bank, the LC Exposure
of such Defaulting Lender at the time of such request attributable to the Letters of
Credit issued by such Issuing Bank and (ii) in the case of any such request made by
a Swingline Lender, the Swingline Exposure of such Defaulting Lender at the time of
such request attributable to the Swingline Loans made by such Swingline Lender.
Amounts so deposited at the request of any Issuing Bank or any Swingline Lender
shall be applied by the Administrative Agent to reimburse such Issuing Bank or such
Swingline Lender for any participations required to be funded by such Defaulting
Lender. In the event amounts so deposited with respect to any such Defaulting
Lender for the benefit of any Issuing Bank or any Swingline Lender exceed the LC
Exposure of such Defaulting Lender attributable to the Letters of Credit issued by
such Issuing Bank or the Swingline Exposure of such Defaulting Lender attributable
to the Swingline Loans made by such Swingline Lender, as the case may be, the
Administrative Agent shall give prompt notice thereof to Time Warner and, unless
otherwise specified in writing by Time Warner, shall promptly return to Time Warner
cash in an amount of such excess.
(d) Section 9.04(c) of the Credit Agreement is hereby amended to revise the first
sentence thereof in its entirety as follows:
The Administrative Agent, acting for this purpose as an agent of the Borrowers,
shall maintain at one of its offices in The City of New York a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of the
names and addresses of the Lenders, and the Commitment of, and principal amount of
the Loans
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(identifying whether any such Loans are Specified Loans) and LC
Disbursements owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”).
2. Representations and Warranties. Each of the Borrowers hereby represents and
warrants that (a) it is legally authorized to enter into this Agreement, and this Agreement has
been duly executed and delivered by such Borrower and constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms, (b) as of the date hereof, no Default or
Event of Default has occurred and is continuing and (c) the representations and warranties set
forth in Article III of the Credit Agreement (other than those set forth in Sections 3.04(c), 3.06
and 3.10) and in the other Credit Documents are true and correct in all material respects on and as
of the date hereof, with the same effect as though made on and as of the date hereof, except to the
extent such representations and warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects as of such earlier
date.
3. Conditions Precedent to Effectiveness. This Agreement shall become effective as of
the date set forth above (the “Second Amendment Effective Date”) on the date on which the
Administrative Agent (or its counsel) shall have received (a) a counterpart of this Agreement
signed on behalf of each of the Borrowers and the Lenders representing at least the Required
Lenders or (b) evidence satisfactory to the Administrative Agent (which may include a facsimile
transmission) that each such party has signed a counterpart of this Agreement.
4. Effect of Agreement.
(a) Except as expressly set forth herein, this Agreement shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies
of the Lenders or the Administrative Agent under the Credit Agreement or any other Credit
Document, and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any
other Credit Document, all of which shall continue in full force and effect. Nothing herein
shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Credit Document in similar or
different circumstances.
(b) On and after the Second Amendment Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and
each reference to the Credit Agreement in any other Credit Document, shall be deemed to be a
reference to the Credit Agreement as amended hereby. In the event the First Amendment shall
become effective, in accordance with the terms thereof, after the Second Amendment Effective
Date, then, notwithstanding the actual timing of effectiveness of this Agreement and the
First Amendment, the First Amendment shall be deemed, for purposes of this Agreement, to
have become effective prior to the effectiveness of this Agreement.
5. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of the Lenders and the Borrowers.
6. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which taken together shall be one and the same
instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile
shall be effective as delivery of a manually executed counterpart of this Agreement.
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7. Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
8. Headings. The paragraph headings used in this Agreement are for convenience only
and shall not affect the interpretation of any of the provisions hereof.
9. Interpretation. This Agreement shall constitute a Credit Document for the purposes
of the Credit Agreement and the other Credit Documents.
10. Governing Law; Jurisdiction; Consent to Service of Process.
(a) This Agreement shall be construed in accordance with and governed by the law of the
State of New York.
(b) Each party to this Agreement hereby irrevocably and unconditionally submits, for
itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding shall be heard and determined in such
New York State or, to the extent permitted by law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law.
(c) Each party to this Agreement hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any court referred to in paragraph (b) of this Section 10.
Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or proceeding in
any such court.
(d) Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 9.01 of the Credit Agreement. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.
11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
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PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 11.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first written above.
| TIME WARNER INC., as Borrower |
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| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Executed and Delivered as a Deed by: | ||||
| TIME WARNER INTERNATIONAL FINANCE LIMITED, as Borrower, acting by two directors |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxx Xxxxxx-Xxxxx | |||
| Name: | Xxxxxx Xxxxxx-Xxxxx | |||
| Title: | Director | |||
| CITIBANK, N.A., as Administrative Agent and a Lender |
||||
| By: | /s/ Xxxxxxx Xxx | |||
| Name: | Xxxxxxx Xxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxx Xxx | |||
| Name: | Xxxxxxx Xxx | |||
| Title: | Vice President | |||
| X.X. Xxxxxx Xxxxx Bank, N.A. as Lender |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| Bank of America, N.A., as Lender |
||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Senior Vice President | |||
| The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
New York Branch, as Lender |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
| BNP Paribas, as Lender |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxx Bliznakova | |||
| Name: | Xxxxx Bliznakova | |||
| Title: | Vice President | |||
| DEUTSCHE BANK AG NEW YORK BRANCH as Co-Documentation Agent and as a Lender |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Director | |||
| BARCLAYS BANK PLC as Lender |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director | |||
| Calyon New York Branch, as Lender |
||||
| By: | /s/ Pria Vrat | |||
| Name: | Pria Vrat | |||
| Title: | Director | |||
| By: | /s/ Mischa Zabotin | |||
| Name: | Mischa Zabotin | |||
| Title: | Managing Director | |||
| HSBC Bank USA, National Association as Lender |
||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
| The Royal Bank of Scotland plc, as Lender |
||||
| By: | /s/ Xxxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxxx | |||
| Title: | Managing Director | |||
| Sumitomo Mitsui Banking Corporation, as Lender |
||||
| By: | /s/ Xxxxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxxxxx | |||
| Title: | General Manager | |||
| Wachovia Bank, N.A., as Lender |
||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: | Xxx Xxxxxx | |||
| Title: | Director | |||
| ABN AMRO Bank N.V., as Lender |
||||
| By: | /s/ Xxxxx Xxxxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | Assistant Vice President | |||
| THE BANK OF NOVA SCOTIA, as Lender |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Managing Director | |||
| Dresdner Bank AG New York Branch, as Lender |
||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxx XxXxxxxx | |||
| Name: | Xxxx XxXxxxxx | |||
| Title: | Vice President | |||
| MIZUHO CORPORATE BANK, LTD., as Lender |
||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Deputy General Manager | |||
| THE BANK OF NEW YORK MELLON, as Lender |
||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx, Xx. | |||
| Name: | Xxxxxx X. Xxxxxxxxxx, Xx. | |||
| Title: | Vice President | |||
| CREDIT SUISSE, CAYMAN ISLANDS BRANCH as Lender |
||||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxxxxxx Reo Day | |||
| Name: | Xxxxxxxxxxx Reo Day | |||
| Title: | Associate | |||
| Fortis Bank SA/NV, New York Branch, as Lender |
||||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Managing Director & Group Head | |||
| By: | /s/ Xxxx Xxxxxxxx | |||
| Name: | Xxxx Xxxxxxxx | |||
| Title: | Managing Director | |||
| XXXXXX XXXXXXX BANK, N.A., as Lender |
||||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Authorized Signatory | |||
| XXXXXXX XXXXX BANK USA, as Lender |
||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | First Vice President | |||
| Lloyds TSB Bank plc, as Lender |
||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Director, Corporate Banking – USA | |||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Managing Director, Corporate Banking – USA | |||
| Xxxxxxx Street Credit Corporation, as Lender |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Assistant Vice President | |||
| Svenska Handelsbanken (publ) as Lender |
||||
| By: | /s/ Xxxx Xxxxxxxx | |||
| Name: | Xxxx Xxxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Senior Vice President | |||
| Australia and New Zealand Banking Group Limited, as Lender |
||||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Deputy General Manager Head of Operations and Infrastructure |
|||
| XXXXXXX XXXXX CREDIT PARTNER, L.P., as Lender |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
