EXHIBIT 10.82A
LETTER AMENDMENT
Dated as of November 9, 2001
To the banks, financial institutions
and other institutional lenders
(collectively, the "Lenders") parties
to the Credit Agreement referred to
below and to Citicorp USA, Inc., as agent
(the "Agent") for the Lenders
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of August 28, 1997 (as
amended, supplemented or otherwise modified through the date hereof, the "Credit
Agreement") among the undersigned and you. Capitalized terms not otherwise
defined in this Letter Amendment have the same meanings as specified in the
Credit Agreement.
We have requested you to amend the Credit Agreement to delete
Section 5.01(i) thereof and you have indicated your willingness to so amend the
Credit Agreement. Accordingly, it is hereby agreed by you and us that Section
5.01(i) of the Credit Agreement is, effective as of the date of this Letter
Amendment, hereby amended so that Section 5.01(i) is deleted in full.
This Letter Amendment shall become effective as of the date
first above written when, and only when, the Agent shall have received
counterparts of this Letter Amendment executed by the undersigned and the
Majority Lenders or, as to any of the Lenders, advice satisfactory to the Agent
that such Lender has executed this Letter Amendment. This Letter Amendment is
subject to the provisions of Section 8.01 of the Credit Agreement.
On and after the effectiveness of this Letter Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the Notes to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended by this Letter Amendment.
The Credit Agreement and the Notes, as specifically amended by
this Letter Amendment, are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed. The execution, delivery and
effectiveness of this Letter Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender or the
Agent under the Credit Agreement, nor constitute a waiver of any provision of
the Credit Agreement.
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If you agree to the terms and provisions hereof, please evidence
such agreement by executing and returning at least two counterparts of this
Letter Amendment to Shearman & Sterling, Attn. Xxxxxx Xxxxxxx.
This Letter Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Letter Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Letter
Amendment. This Letter Amendment shall be governed by, and construed in
accordance with, the laws of the State of California.
Very truly yours,
SUN MICROSYSTEMS, INC.
By /s/Xxxxxxx X. Xxxxxx
Title: V.P. of Taxation, Risk Management
and Treasury
Agreed as of the date first above written:
CITICORP USA, INC.,
as Agent and as Lender
By /s/ Xxxx Xxxxxxx
Title: Managing Director
ABN AMRO BANK, N.Y.
By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
Title: Group Vice President
ABN AMRO BANK, N.Y.
By: /s/ Xxxxx Xxxxxxx Xxxxxxx
Title: Assistant Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxxx X. Xxxxxxx
Title: Managing Director
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XXX XXXX XX XXX XXXX
By: /s/ Xxxxxxxxx X. Xxxx
Title: Vice President
BARCLAYS BANK PLC
By: /s/ Xxxx Xxxxxxxx
Title: Director
FUJI BANK, LIMITED
By: /s/ Xxxxxxxx Xxxxxx
Title: Senior Vice President and Group Head
INTESABCI, NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxxxx
Title: Vice President
INTESABCI, NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxx
Title: FVP
NORTHERN TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
Title: Vice President
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Xxxx Xxxxxxx
Title: Vice President and Manager
FIRST UNION NATIONAL BANK
By: /s/ Xxxxx Xxx
Title: Vice President
THE CHASE MANHATTAN BANK
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By: /s/ Xxxxxx XxXxxxxx
Title: Vice President
XXXXXX GUARANTEE TRUST COMPANY OF NEW YORK,
By: /s/ Xxxxxx XxXxxxxx
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxxxxx Xxx
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xx Xxxxxx
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Xxxxxxxx X. Xxxxxxxx
Title: Joint General Manger
FLEET NATIONAL BANK
By: /s/ Xxxx Xxxx
Title: Director
