EXECUTION COPY
EXECUTION
COPY
SECOND
AMENDMENT AND CONSENT, dated as of September 28, 2006 (this “Amendment”),
to
the $400,000,000 FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of April 14,
2005
(as amended, restated, supplemented or otherwise modified from time to time,
the
“Revolving
Credit Agreement”),
among
THE READER’S DIGEST ASSOCIATION, INC., a Delaware corporation (the “Company”),
the
BORROWING SUBSIDIARIES party thereto (the “Borrowing
Subsidiaries”),
the
LENDERS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in
such capacity, the “Administrative
Agent”)
and
Collateral Agent, THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent, and
COMMERZBANK AG, NEW YORK BRANCH, HSBC BANK USA, NATIONAL ASSOCIATION and
WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
WITNESSETH:
WHEREAS,
the Lenders have agreed to extend credit to the Borrowers on the terms and
subject to the conditions set forth in the Revolving Credit Agreement;
WHEREAS,
the Company and certain of its Subsidiaries are considering entering into a
series of transactions, as a result of which (a) Verlag DAS BESTE GmbH, a
company incorporated under the laws of Germany (the “German
Subsidiary”),
and
The Reader’s Digest Association Limited, a company incorporated under the laws
of England and Wales (the “English
Subsidiary”),
will
cease to be directly held wholly owned subsidiaries of the Company and will
instead become indirectly held wholly owned subsidiaries of the Company (other
than for a 10% interest in the German Subsidiary which shall continue to be
directly held by the Company) and (b) Pegasus Netherlands Services C.V., a
limited partnership formed under the laws of The Netherlands (the “New
Foreign Holding Company”),
will
become (i) a wholly owned subsidiary of the Company, with a general partnership
interest constituting approximately 99% of all partnership interests therein
being held directly by the Company and a limited partnership interest
constituting approximately 1% of all partnership interests therein being held
indirectly by the Company and (ii) the direct or indirect holder of various
foreign subsidiaries of the Company, including the German Subsidiary (other
than
for a 10% interest therein which shall continue to be directly held by the
Company) and the English Subsidiary (such series of transactions as set forth
in
clauses (a) and (b), the “Reorganization”);
WHEREAS,
attached hereto as Exhibit
A
is an
organizational structure chart of the Company and certain of its Subsidiaries,
as such structure exists prior to the Reorganization;
WHEREAS,
attached hereto as Exhibit
B
is an
organizational structure chart of the Company and certain of its Subsidiaries,
as such structure is expected to exist following consummation of the
Reorganization; and
-1-
WHEREAS,
in connection with the Reorganization, the Company has requested that the
Lenders consent to certain transactions, amend the Pledge Agreement and
terminate each of the Foreign Pledge Agreements related to the German Subsidiary
and the English Subsidiary, and the Lenders whose signatures appear on the
signature pages hereof, constituting at least the Required Lenders, are willing
to consent to such transactions, such amendment and such terminations on the
terms and subject to the conditions set forth herein;
WHEREAS,
the Company has also requested that the Lenders amend certain provisions of
the
Revolving Credit Agreement and the Lenders whose signatures appear on the
signature pages hereof, constituting at least the Required Lenders, are willing
to amend the Revolving Credit Agreement on the terms and subject to the
conditions set forth herein;
NOW,
THEREFORE, in consideration of the mutual agreements contained herein and other
good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION
1. Defined
Terms.
Capitalized terms used but not otherwise defined herein (including in the
recitals hereto) have the meanings assigned to them in the Revolving Credit
Agreement.
SECTION
2. Satisfaction
of Requirements of Sections 5.09 and 5.10.
Upon the
Reorganization Effective Date, the obligations of the Company under Sections
5.09 and 5.10 of the Revolving Credit Agreement, to the extent such obligations
relate to the Reorganization, shall be deemed satisfied.
SECTION
3. Satisfaction
of Requirements of Section 6.05.
Upon the
Reorganization Effective Date, the requirements of Section 6.05 of the
Revolving Credit Agreement, to the extent such requirements relate to the
Reorganization, shall be deemed satisfied.
SECTION
4. Consent
of Lenders to Amendment to Pledge Agreement.
Upon the
Reorganization Effective Date, the Lenders whose signatures appear on the
signature pages hereto, constituting at least the Required Lenders, hereby
consent to the amendment of the Pledge Agreement, substantially in the form
of
Exhibit
C
hereto
(the “Pledge
Agreement Amendment”)
(with
such changes to Schedule II thereto approved by the Collateral Agent and the
Company as shall be necessary to properly reflect the pledge of 65% of the
issued and outstanding partnership interests of the New Foreign Holding
Company), and hereby authorize and direct the Collateral Agent to execute and
deliver such amendment.
SECTION
5. Consent
of Lenders to Release of German Subsidiary and English
Subsidiary.
Upon
the Reorganization Effective Date, the Lenders whose signatures appear on the
signature pages hereto, constituting at least the Required Lenders,
hereby:
(a)
consent
to the release of the pledges of 65% of the Equity Interests of each of the
German Subsidiary and the English Subsidiary, the reassignment to the Company
of
any and all rights and claims assigned by the Company under the Foreign Pledge
Agreements related thereto, and the termination of such Foreign Pledge
Agreements;
-2-
(b)
authorize
and direct the Collateral Agent, on behalf of and in the name of such Lenders,
to so release such pledges, reassign such rights and claims and terminate such
agreements; and
(c)
in
connection with the release of the Equity Interests of the German Subsidiary,
the reassignment to the Company of any and all rights and claims assigned by
the
Company under the Foreign Pledge Agreement related thereto, and the termination
of such Foreign Pledge Agreement, (i) authorize the Collateral Agent to appoint
any agents or attorneys to execute and deliver any document, or otherwise to
act, on behalf of and in the name of the Collateral Agent for such purposes,
(ii) authorize the Collateral Agent to do any and all acts and to make any
and
all declarations which are deemed necessary or appropriate by the Collateral
Agent for such purposes, (iii) approve, pursuant to Section 185 of the German
Civil Code, the acts performed and declarations made by the Collateral Agent
or
its representatives or attorneys-in-fact (including, but not limited to, those
before a notary in Basel, Switzerland) in connection with such purposes, and
(iv) hereby relieve the Collateral Agent from the self-dealing restrictions
imposed by Section 181 of the German Civil Code.
SECTION
6. Waiver
of Pledge Requirement Related to Selection du Reader’s Digest
S.A.
Upon the
Reorganization Effective Date, the Lenders whose signatures appear on the
signature pages hereto, constituting at least the Required Lenders, hereby
waive
the provisions of paragraph (c) of the definition of “Collateral Requirement” in
the Revolving Credit Agreement to the extent that such provisions require the
Company to pledge 65% of the voting Equity Interests of Selection du Reader’s
Digest S.A. on account of the financial results of the Company as of the fiscal
year ended June 30, 2006. Such waiver shall be deemed to be effective as of
June 30, 2006.
SECTION
7. Amendment
of Section 1.01.
Upon the
Covenant Effective Date, the pricing table in the definition of “Applicable
Rate”
in
Section 1.01 of the Revolving Credit Agreement is hereby amended and restated
in
its entirety to read as follows:
“
Pricing
Table
|
Consolidated
Leverage Ratio
|
Eurodollar
Spread
|
ABR
Spread
|
Commitment
Fees
|
|
Level
1
≥4.0
|
2.25%
|
1.25%
|
0.500%
|
|
Xxxxx
0
≥3.5
and <4.0
|
2.00%
|
1.00%
|
0.500%
|
|
Xxxxx
0
≥3.25
and <3.5
|
1.75%
|
0.75%
|
0.500%
|
|
Xxxxx
0
≥3.0
and <3.25
|
1.50%
|
0.50%
|
0.375%
|
|
Xxxxx
0
≥2.5
and <3.0
|
1.25%
|
0.25%
|
0.250%
|
|
Xxxxx
0
≥2.0
and <2.5
|
1.00%
|
0.00%
|
0.200%
|
|
Xxxxx
0
≥1.5
and <2.0
|
0.75%
|
0.00%
|
0.175%
|
|
Xxxxx
0
<1.5
|
0.50%
|
0.00%
|
0.150%
|
”
-3-
SECTION
8. Amendment
of Section 6.09.
Upon the
Covenant Effective Date, Section 6.09 of the Revolving Credit Agreement is
hereby amended and restated in its entirety to read as follows:
“SECTION
6.09. Consolidated
Leverage Ratio.
The
Company will not permit the Consolidated Leverage Ratio (a) as of September
30,
2006, to be greater than 4.75 to 1.00; (b) as of December 31, 2006, to be
greater than 4.25 to 1.00; (c) as of March 31, 2007, to be greater than 4.00
to
1.00; and (d) as of the last day of any fiscal quarter ending after March 31,
2007, to be greater than 3.50 to 1.00.”
SECTION
9. Restriction
on Share Repurchases.
Notwithstanding anything to the contrary in the Revolving Credit Agreement,
during the period from the Covenant Effective Date to and including June 30,
2007, the Company and its Subsidiaries shall not make any payment (whether
in
cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Equity Interests in the Company; provided,
however,
that
the foregoing shall not restrict the ability of the Company to make any such
payments in an aggregate amount not exceeding $5,000,000 pursuant to and in
accordance with stock option plans or other benefit plans for management or
employees of the Company; provided,
further,
however,
that
the foregoing shall not restrict the ability of the Company to make any such
payments in an aggregate amount not exceeding $30,000,000 if, as of the last
day
of the then most recently ended fiscal quarter, the Consolidated Leverage Ratio
of the Company, as set forth in the certificate related to such fiscal quarter
delivered by the Company pursuant to Section 5.01(c) of the Revolving Credit
Agreement, is less than or equal to 3.50 to 1.00; provided,
further,
however,
that if
the Company makes any such payment pursuant to the immediately preceding proviso
on or prior to March 31, 2007, upon the making of such payment, Section 6.09
of
the Revolving Credit Agreement shall be amended and restated in its entirety
to
read as follows:
“SECTION
6.09. Consolidated
Leverage Ratio.
The
Company will not permit the Consolidated Leverage Ratio (a) as of September
30,
2006, to be greater than 4.75 to 1.00; (b) as of December 31, 2006, to be
greater than 4.25 to 1.00; and (c) as of the last day of any fiscal quarter
ending after December 31, 2006, to be greater than 3.50 to 1.00.”
For
all
purposes under the Revolving Credit Agreement, this Section 9 shall be deemed
to
be a covenant set forth in Article VI of the Revolving Credit Agreement.
SECTION
10. Representations,
Warranties and Agreements Related to the Reorganization.
The
Company, as to itself and each of its Subsidiaries, hereby represents and
warrants to and agrees with each Lender and the Administrative Agent
that:
(a)
The
representations and warranties set forth in Article IV of the Revolving Credit
Agreement are true and correct in all material respects on and as of the
Reorganization Effective Date and after giving effect to this Amendment and
the
Reorganization, with the same effect as if made on and as of such date, except
to the extent such representations and warranties expressly relate to an earlier
date, in which case such representations and warranties are true and correct
in
all material respects on and as of such earlier date.
-4-
(b)
This
Amendment has been duly authorized, executed and delivered by the Company and
each Borrowing Subsidiary. Each of this Amendment and the Revolving Credit
Agreement constitutes (assuming due execution and delivery by the Required
Lenders) a legal, valid and binding obligation of the Company and each Borrowing
Subsidiary, enforceable against the Company and each Borrowing Subsidiary in
accordance with its terms, except as enforceability may be limited by (i) any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and (ii) general
principles of equity.
(c)
As
of the
Reorganization Effective Date, after giving effect to this Amendment and the
Reorganization, no Default or Event of Default has occurred and is
continuing.
SECTION
11. Representations,
Warranties and Agreements Related to the Covenant Amendments.
The
Company, as to itself and each of its Subsidiaries, hereby represents and
warrants to and agrees with each Lender and the Administrative Agent
that:
(a)
The
representations and warranties set forth in Article IV of the Revolving Credit
Agreement are true and correct in all material respects on and as of the
Covenant Effective Date and after giving effect to this Amendment, with the
same
effect as if made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties are true and correct in all material
respects on and as of such earlier date.
(b)
This
Amendment has been duly authorized, executed and delivered by the Company and
each Borrowing Subsidiary. Each of this Amendment and the Revolving Credit
Agreement as amended hereby constitutes (assuming due execution and delivery
by
the Required Lenders) a legal, valid and binding obligation of the Company
and
each Borrowing Subsidiary, enforceable against the Company and each Borrowing
Subsidiary in accordance with its terms, except as enforceability may be limited
by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally and (ii)
general principles of equity.
(c)
As
of the
Covenant Effective Date, after giving effect to this Amendment, no Default
or
Event of Default has occurred and is continuing.
SECTION
12. Conditions
to Effectiveness of Reorganization Related Terms.
The
terms of this Amendment contained in Sections 2 through 6 hereof shall become
effective as of the date on which the following conditions are satisfied (the
“Reorganization
Effective Date”):
(a)
The
Administrative Agent shall have received duly executed counterparts hereof
which, when taken together, bear the authorized signatures of the Company,
the
Borrowing Subsidiaries and Lenders constituting at least the Required
Lenders.
(b)
Each
of
the German Subsidiary and the English Subsidiary shall be or shall become on
the
Reorganization Effective Date a wholly owned indirect subsidiary of the New
Foreign Holding Company (other than for a 10% interest in the German Subsidiary,
which shall continue to be directly held by the Company).
-5-
(c)
The
Collateral Agent shall have received duly executed counterparts of (i) the
Pledge Agreement Amendment, executed by the Company and each Borrowing
Subsidiary and (ii) a Foreign Pledge Agreement relating to 65% of the
partnership interests in the New Foreign Holding Company, in form and substance
satisfactory to the Administrative Agent and the Company (the “New
Dutch Pledge Agreement”),
executed by the Company.
(d)
The
representations and warranties set forth in Section 10 hereof shall be true
and
correct on and as of the Reorganization Effective Date.
(e)
The
Agents shall have received favorable written opinions of (i) Xxxxxxxx X. X.
XxXxxx, Associate General Counsel of the Company, and (ii) Loyens & Loeff,
Dutch counsel to the Collateral Agent, each in form and substance reasonably
acceptable to the Agents.
(f)
The
Administrative Agent shall have received, on behalf of the Lenders, a
certificate as to the good standing or subsistence, if and to the extent such
concepts are relevant in The Netherlands, of the New Foreign Holding Company,
dated as of a date near the Reorganization Effective Date, from the appropriate
governmental authority, or other evidence reasonably satisfactory to the
Administrative Agent as to the good standing of such entity.
(g)
All
fees
payable and expenses reimbursable in connection with this Amendment (including
the fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, Xxxxxxxx
Xxxxxx, Hengeler Xxxxxxx and Loyens & Loeff, counsel for the Agents) shall
have been paid or shall simultaneously be paid in full to the extent
invoiced.
The
Administrative Agent shall notify the Company and the Lenders of the
Reorganization Effective Date, and such notice shall be conclusive and
binding.
Notwithstanding
the foregoing, terms of this Amendment contained in Sections 2 through 6 hereof
shall not become effective unless each of the foregoing conditions shall have
been satisfied (or waived pursuant to Section 10.02 of the Revolving Credit
Agreement) at or prior to 5:00 p.m., New York City time, on December 27,
2006.
SECTION
13. Conditions
to Effectiveness of Covenant Related Amendments.
The
terms of this Amendment contained in Sections 7 through 9 hereof shall become
effective as of the date on which the following conditions are satisfied (the
“Covenant
Effective Date”):
(a)
The
Administrative Agent shall have received duly executed counterparts hereof
which, when taken together, bear the authorized signatures of the Company,
the
Borrowing Subsidiaries and Lenders constituting at least the Required
Lenders.
(b)
The
representations and warranties set forth in Section 11 hereof shall be true
and
correct on and as of the Covenant Effective Date.
(c)
All
fees
payable and expenses reimbursable in connection with this Amendment (including
the fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, Xxxxxxxx
Xxxxxx, Hengeler Xxxxxxx and Loyens & Loeff, counsel for the Agents) shall
have been paid or shall simultaneously be paid in full to the extent
invoiced.
-6-
The
Administrative Agent shall notify the Company and the Lenders of the Covenant
Effective Date, and such notice shall be conclusive and binding.
SECTION
14. Applicable
Law.
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF
THE STATE OF NEW YORK.
SECTION
15. Counterparts.
This
Amendment may be executed in counterparts (and by different parties hereto
on
different counterparts), each of which shall constitute an original but all
of
which, when taken together, shall constitute a single instrument. Delivery
of an
executed counterpart of a signature page of this Amendment by telecopy or
electronic image scan shall be effective as delivery of a manually executed
counterpart hereof.
SECTION
16. Amendment
Fee.
The
Company agrees to pay to the Administrative Agent, for the account of each
Lender that consents to this Amendment, an amendment fee (the “Amendment
Fee”)
in an
amount equal to 10 basis points on the amounts of the consenting Lenders’
commitments under the Revolving Credit Agreement. The Amendment Fees will be
earned and payable upon the earlier of the Reorganization Effective Date or
the
Covenant Effective Date.
SECTION
17. Expenses.
The
Company agrees to reimburse the Agents for their reasonable out-of-pocket
expenses in connection with this Amendment, including the reasonable fees,
charges and disbursements of Cravath, Swaine & Xxxxx LLP, Xxxxxxxx Xxxxxx,
Hengeler Xxxxxxx and Loyens & Loeff, each counsel to the
Agents.
SECTION
18. Revolving
Credit Agreement.
Except
as specifically stated herein, the Revolving Credit Agreement shall continue
in
full force and effect in accordance with the provisions thereof. As used
therein, the terms “Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and
words of similar import shall, unless the context otherwise requires, refer
to
the Revolving Credit Agreement as modified hereby. For the avoidance of doubt,
this Amendment shall be treated as a “Loan Document”, as such term is defined in
the Revolving Credit Agreement.
SECTION
19. Power
of Attorney Related to the New Dutch Pledge Agreement.
Upon
the Reorganization Effective Date, the Lenders whose signatures appear on the
signature pages hereto, constituting at least the Required Lenders, hereby
(a)
authorize and direct the Collateral Agent, on behalf of and in the name of
such
Lenders, to execute and deliver the New Dutch Pledge Agreement, (b) authorize
the Collateral Agent to appoint any agents or attorneys to execute and deliver
any document, or otherwise to act, on behalf of and in the name of the
Collateral Agent for such purposes and (c) authorize the Collateral Agent to
do
any and all acts and to make any and all declarations which are deemed necessary
or appropriate by the Collateral Agent for such purposes.
[remainder
of page intentionally blank - signature page is the next page]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the date first above
written.
|
THE
READER’S DIGEST ASSOCIATION, INC.,
|
||
|
by:
|
||
|
/s/
Xxxxxxx X. Xxxxxx
|
||
|
Title:
Vice President and Treasurer
|
||
|
BOOKS
ARE FUN, LTD.,
|
||
|
by:
|
||
|
/s/
Xxxxxxx X. Xxxxxx
|
||
|
Name:
Xxxxxxx X. Xxxxxx
Title:
Vice President and Treasurer
|
||
|
QSP,
INC.,
|
||
|
by:
|
||
|
/s/
Xxxxxxx X. Xxxxxx
|
||
|
Name:
Xxxxxxx X. Xxxxxx
Title:
Vice President and Treasurer
|
||
|
XXXXXX
MEDIA GROUP, INC.,
|
||
|
by:
|
||
|
/s/
Xxxxxxx X. Xxxxxx
|
||
|
Name:
Xxxxxxx X. Xxxxxx
Title:
Vice President and Treasurer
|
||
|
JPMORGAN
CHASE BANK, N.A., as a Lender and as Administrative Agent and Collateral
Agent,
|
||
|
by:
|
||
|
/s/
Xxxxxxxx Xxxxx
|
||
|
Name:
Xxxxxxxx Xxxxx
Title:
Vice President
|
||
-7-
To
approve the Second Amendment and Consent to the Revolving Credit
Agreement:
|
Name
of Institution:
ABN AMBRO BANK N.V.
as
a Lender,
|
||
|
by:
|
||
|
/s/
Xxxxxxx O’X. Xxxxx
|
||
|
Name:
Xxxxxxx O’X. Xxxxx
Title:
Managing Director
|
||
|
/s/
Xxxx Xxxxxxxxx
|
||
|
Name:
Xxxx Xxxxxxxxx
Title:
Assistant Vice President
|
||
-8-
To
approve the Second Amendment and Consent to the Revolving Credit
Agreement:
|
Name
of Institution:
Bank
of America, N.A
as a Lender,
|
||
|
by:
|
||
|
/s/
Xxxxx Xxxxxxxxxxx
|
||
|
Name:
Xxxxx Xxxxxxxxxxx
Title:
Principal
|
||
-9-
To
approve the Second Amendment and Consent to the Revolving Credit
Agreement:
|
Name
of Institution:
Xxxxxxx
Sachs Credit Partners L.P.
as
a Lender,
|
||
|
by:
|
||
|
/s/
Xxxxx Xxxxxx
|
||
|
Name:
Xxxxx Xxxxxx
Title:
Authorized Signatory
|
||
-10-
To
approve the Second Amendment and Consent to the Revolving Credit
Agreement:
|
Name
of Institution:
HSBC Bank
USA, National Association
as
a Lender,
|
||
|
by:
|
||
|
/s/
Xxxxxxx X. Xxxx
|
||
|
Name:
Xxxxxxx X. Xxxx
Title:
Vice President
|
||
-11-
To
approve the Second Amendment and Consent to the Revolving Credit
Agreement:
|
Name
of Institution:
Hizuho
Corporate Bank Ltd.
as
a Lender,
|
||
|
by:
|
||
|
/s/
Xxxxxxx Xxxxxxx
|
||
|
Name:
Xxxxxxx Xxxxxxx
Title:
Deputy General Manager
|
||
-12-
To
approve the Second Amendment and Consent to the Revolving Credit
Agreement:
|
Name
of Institution:
National
Australia Bank Limited
as a Lender,
|
||
|
by:
|
||
|
/s/
Xxxxxxx Xxxxxxx
|
||
|
Name:
Xxxxxxx Xxxxxxx
Title:
Senior Vice President and
Head
of Corporate Banking
|
||
-13-
To
approve the Second Amendment and Consent to the Revolving Credit
Agreement:
|
Name
of Institution:
The
Northern Trust Company
as a Lender,
|
||
|
by:
|
||
|
/s/
Xxxxxxx X. Xxxxx
|
||
|
Name:
Xxxxxxx X. Xxxxx
Title:
Senior Vice President
|
||
-14-
To
approve the Second Amendment and Consent to the Revolving Credit
Agreement:
|
Name
of Institution:
Toronto
Dominion (Texas) LLC
as
a Lender,
|
||
|
by:
|
||
|
/s/
Xxxxx X. Xxxxx
|
||
|
Name:
Xxxxx X. Xxxxx
Title:
Authorized Signatory
|
||
-15-
To
approve the Second Amendment and Consent to the Revolving Credit
Agreement:
|
Name
of Institution:
Wachovia
Bank, National Association
as
a Lender,
|
||
|
by:
|
||
|
/s/
Xxxx Xxxxx
|
||
|
Name:
Xxxx Xxxxx
Title:
Director
|
||
-16-
To
approve the Second Amendment and Consent to the Revolving Credit
Agreement:
|
Name
of Institution:
Loan
Funding XIII LLC for itself or as agent for Corporate Funding XIII
as a Lender,
|
||
|
by:
|
||
|
/s/
Xxxxx X. Xxxxxxx
|
||
|
Name:
Xxxxx X. Xxxxxxx
Title:
Principal
Silvermine
Capital Management LLC
|
||
-17-
To
approve the Second Amendment and Consent to the Revolving Credit
Agreement:
|
Name
of Institution:
Commerzbank,
AG, New York and Grand Cayman
as
a Lender,
|
||
|
by:
|
||
|
/s/
Xxxxxx X. Xxxxxx
|
||
|
Name:
Xxxxxx X. Xxxxxx
Title:
Senior Vice President
|
||
|
/s/
Xxxxxxx Xxxxxx
|
||
|
Name:
Xxxxxxx Xxxxxx
Title:
Assistant Treasurer
|
||
-18-
To
approve the Second Amendment and Consent to the Revolving Credit
Agreement:
|
Name
of Institution:
The
Royal Bank of Scotland PLC
as
a Lender,
|
||
|
by:
|
||
|
/s/
Xxxxxxx Xxxxxxxxxx
|
||
|
Name:
Xxxxxxx Xxxxxxxxxx
Title:
Managing Director
|
||
