Exhibit 10.3
EXECUTION
WORLD COLOR PRESS, INC.
LIMITED CONSENT AND EIGHTH AMENDMENT
TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
This LIMITED CONSENT AND EIGHTH AMENDMENT TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT (this "Amendment" or this "Eighth Amendment") is dated
as of February 3, 1999 and entered into by and among WORLD COLOR PRESS, INC., a
Delaware corporation ("Company"), the Lenders party to the Credit Agreement
referred to below on the date hereof (the "Lenders") that are party hereto, and
BANKERS TRUST COMPANY, as Administrative Agent, and, for purposes of Section 7
hereof, THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES HERETO (each a
"Guarantor" and collectively, the "Guarantors"). All capitalized terms used
herein without definition shall have the same meanings herein as set forth in
the Credit Agreement (as defined below).
RECITALS
WHEREAS, Company, the Lenders, BancAmerica Securities, Inc., as
Syndication Agent, Citibank, N.A., as Documentation Agent and Bankers Trust
Company, as Administrative Agent, are parties to that certain Second Amended and
Restated Credit Agreement dated as of June 6, 1996, as amended or modified by
that certain First Amendment to Second Amended and Restated Credit Agreement
dated as of June 10, 1996, as further amended or modified by that certain
Limited Waiver, Consent and Second Amendment to Second Amended and Restated
Credit Agreement dated as of June 9, 1997, as further amended or modified by
that certain Third Amendment to Second Amended and Restated Credit Agreement
dated as of June 27, 1997, as further amended or modified by that certain
Limited Waiver, Consent and Fourth Amendment to Second Amended and Restated
Credit Agreement dated as of September 29, 1997, as further amended or modified
by that certain Fifth Amendment to Second Amended and Restated Credit Agreement
dated as of June 4, 1998, as further amended or modified by that certain Sixth
Amendment to Second Amended and Restated Credit Agreement dated as of November
11, 1998, and as further amended or modified by that certain Seventh Amendment
to Second Amended and Restated Credit Agreement dated as of November 23, 1998
(as so amended and modified, the "Credit Agreement").
WHEREAS, the parties hereto wish to amend and modify the Credit
Agreement to make certain amendments as set forth below.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1
LIMITED CONSENT
Administrative Agent and Requisite Lenders hereby consent to
Company's issuance of additional debt Securities and agree that the form and
substance thereof is satisfactory and that such debt Securities will be deemed
to be "Additional Subordinated Indebtedness" incurred pursuant to subsection
6.1(x) of the Credit Agreement without the need for any further consent of
Administrative Agent or any or all of the Lenders; provided that (i) any such
Additional Subordinated Indebtedness is issued on or before June 30, 1999 and is
unsecured, (ii) the maturity date and any scheduled amortization of any such
Additional Subordinated Indebtedness is no less than one year following the
Commitment Termination Date, (iii) the covenants, subordination and other
provisions (other than any interest rate or other pricing term) of such
Additional Subordinated Indebtedness are no more burdensome in any material
respect to Company and Lenders than the 5300,000,000 of 8-3/8% Subordinated
Indebtedness of Company issued in November, 1998, and (iv) the proceeds of the
issuance of any such Additional Subordinated Indebtedness shall be applied as
provided in the second paragraph of this Section 1.
Company, the Administrative Agent and Requisite Lenders hereby
consent and agree that, notwithstanding anything to the contrary in the Credit
Agreement, including but not limited to subsection 2.1, subsection 2.4 or the
definitions of Scheduled Existing Term Loan Repayment Amount, Scheduled Tranche
A Repayment Amount, Scheduled Tranche B Repayment Amount or Scheduled Tranche D
Repayment Amount therein, all proceeds of Additional Subordinated Indebtedness
described in the preceding paragraph shall be applied by Company to the extent
Company is required to repay Loans pursuant to subsection 2.4A(ii)(c), (a) first
to repay all Tranche D Acquisition Term Loans then outstanding in full, it being
understood that such repayments will not reduce the Tranche D Term Loan
Commitments and that any and all amounts so repaid may be reborrowed from time
to time to but excluding the Tranche D Acquisition Commitment Termination Date
and that this clause (a) shall only be applicable to the proceeds of one
issuance of Additional Subordinated Indebtedness pursuant to the preceding
paragraph, (b) second to repay all Revolving Loans then outstanding in full, it
being understood that such repayments will not reduce the Revolving Loan
Commitments and that this clause (b) shall only be applicable to the proceeds of
one issuance of Additional Subordinated Indebtedness pursuant to the preceding
paragraph, (c) third to repay Tranche A Acquisition Term Loans and Tranche B
Acquisition Term Loans in an amount equal to the amount of such Loans scheduled
to be paid in 1999 that have not been paid, it being understood that such
repayments shall be applied to reduce on a pro rata basis the Scheduled Tranche
A Repayment Amount and Scheduled Tranche B Repayment Amount due in 1999 in
forward order of the scheduled amortization set forth in such definitions for
such period, (d) fourth to repay Existing Term Loans, Tranche A Acquisition Term
Loans and Tranche B Acquisition Term Loans in an amount equal to the amount of
such Loans scheduled to be paid during the first two Fiscal Quarters of 2000
that have not been paid, it being understood that such repayments shall be
applied to reduce on a pro rata basis the Scheduled Existing Term Loan Repayment
Amount, the Scheduled Tranche A Repayment Amount and the Scheduled Tranche B
Repayment Amount in forward order of the scheduled amortization set forth in
such definitions for such period, and (e) fifth to repay all outstanding Tranche
A Acquisition Term Loans, Tranche B Acquisition Term Loans and Existing Term
Loans on a pro rata basis and in accordance with and to the
2
extent required pursuant to subsections 2.4A (ii)(c), 2.4A (iii)(b) and 2.4D of
the Credit Agreement. All repayments described in clauses (a), (b), (c), (d) and
(e) of the preceding sentence shall occur on the dates and to the extent that
the proceeds of the Additional Subordinated Indebtedness described in the first
paragraph of this Section 1 are required under subsection 2.4A(ii)(c) of the
Credit Agreement to be used to prepay Loans, it being understood that such
proceeds may be applied within 90 days of Company's receipt thereof to
consummate Acquisitions to the extent permitted under subsection 2.4A(ii)(c).
SECTION 2
AMENDMENTS
A. Subsection 1.1 of the Credit Agreement is hereby amended by
deleting the reference to "June 29, 1999" contained in the definition of
"Tranche D Acquisition Commitment Termination Date" therein and substituting a
reference to "March 31, 2000" therefore.
B. Subsection 1.1 of the Credit Agreement is hereby amended by
amending and restating the grid set forth in the definition "Scheduled Tranche D
Repayment Amount" as follows:
--------------------------------------------------------------------------------
FISCAL YEAR PERCENTAGE
AMORTIZATION
--------------------------------------------------------------------------------
Second Fiscal Quarter, 2000 16.66%
--------------------------------------------------------------------------------
Fourth Fiscal Quarter, 2000 16.66%
--------------------------------------------------------------------------------
Second Fiscal Quarter, 2001 16.66%
--------------------------------------------------------------------------------
Fourth Fiscal Quarter, 2001 16.66%
--------------------------------------------------------------------------------
Second Fiscal Quarter, 2002 16.66%
--------------------------------------------------------------------------------
Fourth Fiscal Quarter, 2002 16.70%
--------------------------------------------------------------------------------
TOTAL 100.0%
--------------------------------------------------------------------------------
3
C. Subsection 6.6B of the Credit Agreement is hereby amended by
deleting the maximum Leverage Ratio of "3.40:1.00" applicable as of the last day
of each of the first three Fiscal Quarters in 1999 and deleting the maximum
Leverage Ratio of "3.15:1.00" applicable as of the last day of the fourth Fiscal
Quarter in 1999 and substituting "4.25:1.00" in place thereof for the maximum
Leverage Ratio as of the last day of each Fiscal Quarter in 1999.
SECTION 3
LIMITATION OF CONSENT AND AMENDMENTS
Without limiting the generality of the provisions of subsection 9.7
of the Credit Agreement, the consent and the amendments set forth above shall be
limited precisely by their terms, shall not have any force or effect with
respect to any other matter except as expressly provided above, and nothing in
this Amendment shall be deemed to:
(a) constitute a waiver or modification of any other term, provision
or condition of the Credit Agreement or any other instrument or
agreement referred to therein; or
(b) prejudice any right or remedy that Administrative Agent or any
Lender may now have (except to the extent such right or remedy was
based upon existing defaults that will not exist after giving effect
to this Amendment) or may have in the future under or in connection
with the Credit Agreement or any other instrument or agreement
referred to therein.
Except as expressly set forth herein, the terms, provisions and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and in all other respects are hereby ratified and
confirmed.
SECTION 4
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective only upon the satisfaction of
all of the following conditions precedent (the date of satisfaction of such
conditions being referred to herein as the "Eighth Amendment Effective Date"):
A. On or before the Eighth Amendment Effective Date, Company and the
Guarantors shall have delivered to Administrative Agent executed copies of this
Amendment.
B. On or before the Eighth Amendment Effective Date, Administrative
Agent and Requisite Lenders shall have delivered to Administrative Agent an
executed original or telefacsimile of a counterpart of this Amendment.
C. On or before the Eighth Amendment Effective Date, Company shall
have delivered Resolutions of the Board of Directors of Company approving and
authorizing the execution, delivery and performance of this Amendment, certified
as of the Eighth Amendment Effective Date by its corporate secretary or an
assistant secretary as being in full force and effect without modification or
amendment.
4
D. On or before the Eighth Amendment Effective Date, Administrative
Agent shall have received for distribution to each Lender that has executed the
Eighth Amendment on or prior to such date under the Credit Agreement a
non-refundable amendment fee equal to 0.125% of the sum of such Lender's (i)
Revolving Loan Exposure, (ii) Existing Term Loan Exposure, (iii) Tranche A
Exposure, and (iv) Tranche B Exposure, in effect as of the date hereof.
E. On or before the Eighth Amendment Effective Date, Administrative
Agent shall have received for distribution to each Lender having Tranche D
Commitments that has executed the Eighth Amendment on or prior to such date
under the Credit Agreement a non-refundable amendment fee equal to 0.375% of
such Lender's Tranche D Exposure in effect as of the date hereof.
SECTION 5
COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender as of the date hereof, as of the Eighth Amendment
Effective Date that the following statements are true, correct and complete:
A. Corporate Power and Authority. Company has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "Amended Agreement").
B. Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of Company.
C. No Conflict. The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Subsidiaries, the Certificate or
Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any
order, judgment or decree of any court or other agency of government binding on
Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of Company or any of its Subsidiaries (other than Liens created under any
of the Loan Documents in favor of Administrative Agent on behalf of Lenders), or
(iv) require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Company or any of its Subsidiaries,
except for such approvals which will be obtained on or before the Effective Date
and disclosed in writing to Lenders.
D. Governmental Consents. The execution and delivery by Company of
this Amendment and the performance by Company of the Amended Agreement do not
and will
5
not require any registration with, consent or approval of, or notice to, or
other action to, with or by, any federal, state or other governmental authority
or regulatory body.
E. Binding Obligation. This Amendment has been duly executed and
delivered by Company and, when executed and delivered, this Amendment and the
Amended Agreement will be the legally valid and binding obligations of Company,
enforceable against Company in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.
F. Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 4 of the
Credit Agreement are and will be true, correct and complete in all material
respects to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.
G. Absence of Default. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
SECTION 6
MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
(i) On and after the Eight Amendment Effective Date, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof', "herein" or
words of like import referring to the Credit Agreement, and each reference
in the other Loan Documents to the "Credit Agreement", "thereunder",
"thereof' or words of like import referring to the Credit Agreement shall
mean and be a reference to the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall not,
except as expressly provided herein, constitute a waiver of any provision
of, or operate as a waiver of any right, power or remedy of Agent or any
Lender under, the Credit Agreement or any of the other Loan Documents.
B. Fees and Expenses. Company acknowledges that all costs, fees and
expenses as described in subsection 9.3 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.
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C. Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment (other than the
provisions of Sections 1 hereof, the effectiveness of which is governed by
Section 3 hereof) shall become effective upon the execution of a counterpart
hereof by Company, Requisite Lenders, Syndication Agent, Distribution Agent and
Administrative Agent and receipt by Company and Administrative Agent of written
or telephonic notification of such execution and authorization of delivery
thereof.
SECTION 7
ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each Guarantor hereby acknowledges that it has read this Amendment
and consents to the terms thereof and further hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of such
Guarantor under the Guaranty and the other Loan Documents to which such
Guarantor is a party shall not be impaired or affected and the Guaranty and such
other Loan Documents are, and shall continue to be, in full force and effect and
is hereby confirmed and ratified in all respects.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
WORLD COLOR PRESS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
THE XXXXXX COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
XXXXXX LITHOTECH, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
CENTRAL FLORIDA PRESS, L.C.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
NORTHEAST GRAPHICS INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
THE XXXXXX COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
S-1
IMAGE TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
XXXX COMMUNICATIONS COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
XXXXXXX ACQUISITION CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
KRI, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
RAI, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
BCK 140 PARTNERSHIP
By: World Color Press, Inc.,
its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
By: The Xxxxxx Companies, Inc.,
its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
S-2
WORLD COLOR BOOK SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
THE XXXXXXX & XXXXXX CO.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
XXXXXXX & XXXXXX ENTERPRISES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
MAGNA-GRAPHIC, INC
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
TACONIC HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
CENTURY GRAPHICS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
XXXXX ROAD PROPERTIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
S-3
LA-GNIAPPE ADVERTISING, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
LA-GNIAPPE INSERTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
DB ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
XXXXXXX BROTHERS, INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
ACME PRINTING COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
WORLD COLOR SYSTEMS INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
WCX, LLC
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
S-4
WCY, LLC
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
WCZ, LLC
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
WORLD COLOR TENNESSEE INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
KRI DRESDEN INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
WCP TN L.P.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
KRI TN L.P.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
S-5
GREAT WESTERN PUBLISHING, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
INFINITI GRAPHICS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP, Treasurer
S-6
BANKERS TRUST COMPANY,
individually as a Lender and as
Administrative Agent and as Collateral Agent
By: /s/ Xxxx Xx Xxxxx
----------------------------------------
Name: XXXX XX XXXXX
Title: ASSISTANT VICE PRESIDENT
S-7
BANK OF AMERICA NT & SA,
as a Lender
By: /s/ Xxxx X. Xxxxxxxx
----------------------------------------
Name: XXXX X. XXXXXXXX
Title: MANAGING DIRECTOR
S-8
CITIBANK, N.A.,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
S-9
ABN AMRO BANK, NV, NEW YORK BRANCH, as
Lender
By: ABN Amro North America, Inc.,
as Agent
By: /s/ Xxxxx Xxxxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
S-10
BANK OF MONTREAL,
as Lender
By: /s/ X.X. Xxxxxxx
----------------------------------------
Name: X.X. XXXXXXX
Title: PORTFOLIO MANAGER
X-00
XXX XXXX XX XXXX XXXXXX
as Lender
By: /s/ J. Xxxx Xxxxxxx
----------------------------------------
Name: J. XXXX XXXXXXX
Title: AUTHORIZED SIGNATORY
S-12
BANK OF SCOTLAND,
as Lender
By: /s/ Xxxxx Xxxxx
----------------------------------------
Name: XXXXX XXXXX
Title: ASST. VICE PRESIDENT
S-13
BANK OF TOKYO - MITSUBISHII TRUST
COMPANY, as Lender
By: /s/ Xxxxxxxx X. Xxxxxxxx, Xx.
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxx, Xx.
Title: Vice President
S-14
PARIBAS,
as Lender
By: /s/ Xxxx X. XxXxxxxxx
----------------------------------------
Name: XXXX X. XxXXXXXXX, III
Title: Vice President
By: /s/
----------------------------------------
Name:
Title:
S-15
CIBC, INC., as Lender
By: /s/ Xxx Xxxxx
----------------------------------------
Name: XXX XXXXX
Title: EXECUTIVE DIRECTOR
CIBC Xxxxxxxxxxx Corp., AS AGENT
S-16
FLEET NATIONAL BANK,
as Lender
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: SVP
S-17
XXXXXX GUARANTY, as Lender
By: /s/ Xxxx Xxx Xxxxxx
----------------------------------------
Name: Xxxx Xxx Xxxxxx
Title: VP
S-18
THE INDUSTRIAL BANK OF JAPAN, LTD., as Lender
By: /s/ Takuya Honjo
----------------------------------------
Name: TAKUYA HONJO
Title: SENIOR VICE PRESIDENT
S-19
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
as Lender
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
S-20
PNC BANK, NATIONAL ASSOCIATION,
as Lender
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
S-21
THE SANWA BANK, LIMITED,
as Lender
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------------
Name: XXXXXXX XXXXXXXX
Title: Vice President
S-22
BANKBOSTON, N.A., as Lender
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
S-23
CREDIT SUISSE FIRST BOSTON, as Lender
By: /s/ Xxxxxxx Xxxxx
----------------------------------------
Name: XXXXXXX XXXXX
Title: ASSOCIATE
By: /s/ Xxxxx X Xxxxxx
----------------------------------------
Name: XXXXX X XXXXXX
Title: VICE PRESIDENT
S-24
THE DAI-ICHI KANGYO BANK, LTD.,
as Lender
By: /s/ Xxxxxxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
X-00
XXXXXXXX XXXX XX, XXX XXXX AND GRAND
CAYMAN BRANCHES,
as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Treasurer
S-26
THE SAKURA BANK, LIMITED, as Lender
By: /s/ Xxxxxxxxx Xxxxxx
----------------------------------------
Name: XXXXXXXXX XXXXXX
Title: Vice President
S-27
THE SUMITOMO BANK, LIMITED, NEW YORK
BRANCH, as Lender
By: /s/ Xxxxxx X. Tata
----------------------------------------
Name: XXXXXX X. TATA
Title: SENIOR VICE PRESIDENT
S-28
BANK POLSKA KASA OPIEKI S.A. PEKAO S.A.
GROUP, NEW YORK BRANCH, as Lender
By: /s/ Hussein B. El-Xxxxx
----------------------------------------
Name: Hussein B. El-Xxxxx
Title: Vice President
S-29
THE TOKAI BANK, LTD., NEW YORK BRANCH, as
Lender
By: /s/ Xxxxxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Joint General Manager
X-00
XXXXXX XXXX XXX XXX XXXX BRANCH
as Lender
By: /s/ Xxxxx Xxxxxx
----------------------------------------
Name: XXXXX XXXXXX
Title: VICE PRESIDENT
By: /s/ Xxxxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: VP
X-00
XXXXXXXXXX XXXX-XXX XXXXXXXXXXX XX,
XXX XXXX BRANCH, as Lender
By: /s/ Xxxxxxxx Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxxxxxx
Title: Director
By: /s/ Xxxxx Xxxxxxxx-Xxxxx
----------------------------------------
Name: XXXXX XXXXXXXX-XXXXX
Title: DIRECTOR
X-00
XXX XXXX XX XXX XXXX,
as Lender
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Vice President
S-33
FIRST UNION NATIONAL BANK,
as Lender
By: /s/ Xxxxx X. XxXxxxx
----------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Executive Vice Presdent
S-34
ERSTE DER OESTERREICHI SCHEN
SPARKASSEN AG, as Lender
By: /s/ Xxxx Xxxxxxxxxx
----------------------------------------
Name: XXXX XXXXXXXXXX
Title: Vice President
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------
Name: XXXX X. XXXXXXX
Title: FIRST VICE PRESIDENT
S-35
BANK LEUMI TRUST COMPANY NEW YORK,
as Lender
By: /s/ Xxxx Xxxxx
----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
S-36
CREDIT AGRICOLE INDOSUEZ,
as Lender
By: /s/ Xxxxx Xxxxx
----------------------------------------
Name: Xxxxx Xxxxx
Title: FVP
By: /s/ Xxxxx Xxxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: VP
S-37
XXXXXX COMMERCIAL PAPER INC.,
as Lender
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
XXXXXX SYNDICATED LOAN FUNDING TRUST
BY: XXXXXX COMMERCIAL PAPER INC.
/s/ Xxxxxxx Xxxxxxx
----------------------------------------
NAME: XXXXXXX XXXXXXX
TITLE: AUTHORIZED SIGNATORY
S-38
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
as Lender
By: /s/ Xxxxxxx Xxxx
----------------------------------------
Name: XXXXXXX XXXX
Title: PRINCIPAL
S-39
THE TOYO TRUST AND BANKING CO. LTD.,
as Lender
By: /s/ X. Xxxxxxxx
----------------------------------------
Name: X. Xxxxxxxx
Title: Vice President
S-40
ALLIED IRISH BANKS PLC, CAYMAN ISLANDS
BRANCH, as Lender
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: V.P.
S-41
GULF INTERNATIONAL BANK B.S.C.,
as Lender
By: /s/ Abdel-Fattah Tahoun
----------------------------------------
Name: Abdel-Fattah Tahoun
Title: Senior Vice President
By: /s/ Xxxxxxxx Xxxxxxx
----------------------------------------
Name: Mireille Kahalidi
Title: Assistant Vice President
S-42
THE MITSUI TRUST AND BANKING COMPANY,
LIMITED, as Lender
By: /s/ Xxxxxxxx Xxxxxxxx
----------------------------------------
Name: XXXXXXXX XXXXXXXX
Title: VICE PRESIDENT & MANAGER
S-43
