Exhibit 10.29
[364-Day Agreement] EXECUTION COPY
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AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 15, 2001
among
ALBERTSON'S, INC.,
BANK OF AMERICA, N.A.,
as Administrative Agent,
BANK ONE, NA,
as Syndication Agent,
XXXXX FARGO BANK, N.A.,
as Documentation Agent,
THE HUNTINGTON NATIONAL BANK and
UNION BANK OF CALIFORNIA, N.A.,
as Senior Managing Agents,
KEYBANK NATIONAL ASSOCIATION,
WACHOVIA BANK, N.A. and
THE NORTHERN TRUST COMPANY
as Managing Agents
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
Arranged by
Banc of America Securities LLC,
Sole Lead Arranger
and Sole Book Manager
================================================================================
AMENDED AND RESTATED CREDIT AGREEMENT
This Amended and Restated Credit Agreement (this "Agreement") is
entered into as of March 15, 2001 by and among Albertson's, Inc., a Delaware
corporation (the "Company"), the several financial institutions from time to
time party to this Agreement (individually, a "Bank" and, collectively, the
"Banks"), Bank One, NA, as syndication agent (in such capacity, the "Syndication
Agent"), Xxxxx Fargo Bank, N.A., as documentation agent (the "Documentation
Agent"), The Huntington National Bank and Union Bank of California, N.A., as
senior managing agents (in such capacity, the "Senior Managing Agents"), KeyBank
National Association, Wachovia Bank, N.A and The Northern Trust Company, as
managing agents (in such capacity, the "Managing Agents"), and Bank of America,
N.A., as administrative agent for itself, the Designated Bidders and the Banks
(in such capacity, the "Agent").
WHEREAS, the Company, the Banks party thereto and the Agent entered
into a Credit Agreement dated as of March 22, 2000 (as in effect as of the date
of this Agreement, the "Original Agreement") providing for a 364-day revolving
credit facility; and
WHEREAS, the parties hereto desire to amend the Original Agreement as
set forth herein and to restate the Original Agreement in its entirety to read
as set forth in the Original Agreement with the amendments specified below,
subject to the terms and conditions of this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References; Interpretation.
(a) Unless otherwise specifically defined herein, each term used herein
(including in the Recitals hereof) which is defined in the Original Agreement
shall have the meaning assigned to such term in the Original Agreement.
(b) Each reference to "this Agreement", "hereof", "hereunder", "herein" and
"hereby" and each other similar reference contained in the Original Agreement,
and each reference to "the Credit Agreement" and each other similar reference in
the other Loan Documents, shall from and after the Effective Date (as defined in
subsection 2) refer to the Original Agreement as amended and restated hereby.
(c) The rules of interpretation set forth in Section 1.02 of the Original
Agreement shall be applicable to this Agreement.
2. Amendments to Original Agreement. Subject to the terms and conditions
hereof, the Original Agreement is amended as follows, effective as of the
date of satisfaction of the conditions set forth in Section 4 (the "Effective
Date"):
(a) Amendments to Article I of the Original Agreement.
(1) The term "Notes" defined in the Original Agreement shall include
from and after the Effective Date the Notes delivered under this Agreement.
2
(2) The definition of "Closing Date" is amended in its entirety to
provide as follows:
"Closing Date" means the date occurring on or before March 15,
2001 on which all conditions precedent set forth in Section 4.01 are
satisfied or waived by all Banks (or, in the case of subsection 4.01(e),
waived by the Person entitled to receive such payment).
(3) The definition of "Eligible Assignee" is amended in its entirety
to provide as follows:
"Eligible Assignee" means (a) a commercial bank or savings bank
organized under the laws of the United States, or any state thereof, and
having a combined capital and surplus of at least $250,000,000; (b) a
commercial bank organized under the laws of any other country which is a
member of the Organization for Economic Cooperation and Development (the
"OECD"), or a political subdivision of any such country, and having a
combined capital and surplus of at least $250,000,000, provided that such
bank is acting through a branch or agency located in the United States; and
(c) a Person that is primarily engaged in the business of commercial
lending and that is (i) a Subsidiary of a Bank, (ii) a Subsidiary of a
Person of which a Bank is a Subsidiary, or (iii) a Person of which a Bank
is a Subsidiary.
(4) The definition of "Revolving Termination Date" is amended in its
entirety to provide as follows:
"Revolving Termination Date" means the earlier to occur of:
a. March 14, 2002 as the same may be extended from time to time
pursuant to Section 2.16; and
b. the date on which the Commitments terminate in accordance with
the provisions of this Agreement.
(b) Amendment to Annex I of the Original Agreement. Annex I of the Original
Agreement is replaced in its entirety by Annex I (Amended) attached to this
Agreement.
(c) Amendment to Schedule 2.01 of the Original Agreement. Schedule 2.01 of
the Original Agreement is replaced in its entirety by Schedule 2.01 (Amended) of
this Agreement.
(d) Amendment to Schedule 10.02 of the Original Agreement. Schedule 10.02
of the Original Agreement is replaced in its entirety by Schedule 10.02
(Amended) of this Agreement.
3. Representations and Warranties. The Company hereby represents and warrants
to the Agent and the Banks as follows:
3
(a) No Default or Event of Default has occurred and is continuing (or would
result from the amendment of the Original Agreement contemplated hereby).
(b) The execution, delivery and performance by the Company of this
Agreement and the Original Agreement (as amended and restated by this Agreement)
have been duly authorized by all necessary corporate and other action and do not
and will not require any registration with, consent or approval of, or notice to
or action by, any Person (including any Governmental Authority) in order to be
effective and enforceable.
(c) This Agreement, each Note delivered hereunder and the Original
Agreement (as amended and restated by this Agreement) constitute the legal,
valid and binding obligations of the Company, enforceable against it in
accordance with their respective terms.
(d) All representations and warranties of the Company contained in the
Original Agreement are true and correct (except to the extent such
representations and warranties expressly refer to an earlier date, in which case
they shall be true and correct as of such earlier date and except that this
subsection (d) shall be deemed instead to refer to (x) the last day of the most
recent quarter and year for which financial statements have then been delivered;
(y) to the most recent Form 10-K and Forms 10-Q filed subsequently thereto by
the Company with the SEC, in respect of the representations and warranties made
in Section 5.05 of the Original Agreement; and (z) to the most recent Form 10-K
filed by the Company with the SEC, in respect of the representations and
warranties made in Section 5.10(a) of the Original Agreement).
(e) There has occurred since February 3, 2000, no event or circumstance
that has resulted or could reasonably be expected to result in a Material
Adverse Effect.
(f) The Company is entering into this Agreement on the basis of its own
investigation and for its own reasons, without reliance upon the Agent and the
Banks or any other Person.
(g) The Company's obligations under the Original Agreement and under the
other Loan Documents are not subject to any defense, counterclaim, set-off,
right of recoupment, abatement or other claim.
4. Conditions of Effectiveness.
(a) The effectiveness of Section 2 of this Agreement shall be subject to
the satisfaction of each of the following conditions precedent:
(1) The Agent shall have received from the Company and each of the
Banks (i) a duly executed original (or, if elected by the Agent, an executed
facsimile copy) of this Agreement; and (ii) if requested by any Bank, a Note (or
replacement Note) substantially in the form of Exhibit I to the Original
Agreement.
(2) The Agent shall have received evidence of payment by the Company
of all fees, costs and expenses due and payable as of the Effective Date
hereunder and under the Original Agreement, including any costs and expenses
payable under Section 6(g) of this Agreement (including the Agent's Attorney
Costs, to the extent invoiced on or prior to the Effective Date).
4
(3) The Agent shall have received from the Company a copy of the
resolutions passed by the board of directors of the Company, certified as of the
Effective Date by the Secretary or an Assistant Secretary of such Person,
authorizing the execution, delivery and performance of this Agreement, the Notes
to be delivered hereunder and the Original Agreement (as amended and restated by
this Agreement).
(4) The Agent shall have received an opinion of Xxxxxx X. Xxxxxx,
Executive Vice-President and General Counsel to the Company, dated the Effective
Date and addressed to the Agent and the Banks, in form and substance
satisfactory to the Agent and the Banks.
(5) The Agent shall have received a favorable opinion of Xxxxxxx,
Phleger & Xxxxxxxx LLP, special counsel to the Agent, dated as of the Effective
Date.
(6) The Agent shall have received all other documents it or any Bank
may reasonably request relating to any matters relevant hereto, all in form and
substance satisfactory to the Agent and each Bank.
(7) The representations and warranties in Section 3 of this Agreement
shall be true and correct on and as of the Effective Date with the same effect
as if made on and as of the Effective Date.
(b) For purposes of determining compliance with the conditions specified in
Section 4(a), each Bank that has executed this Agreement shall be deemed to have
consented to, approved or accepted, or to be satisfied with, each document or
other matter either sent, or made available for inspection, by the Agent to such
Bank for consent, approval, acceptance or satisfaction, or required thereunder
to be consented to or approved by or acceptable or satisfactory to such Bank.
(c) From and after the Effective Date, the Original Agreement is amended as
set forth herein and is restated in its entirety to read as set forth in the
Original Agreement with the amendments specified herein, and all outstanding
Notes under the Original Agreement shall be superseded and replaced by the Notes
delivered under this Agreement. All such previously outstanding Notes will be
deemed cancelled upon the occurrence of the Effective Date. The Original
Agreement (as amended and restated by this Agreement) is hereby ratified and
confirmed in all respects.
(d) The Agent will notify the Company and the Banks of the occurrence of
the Effective Date.
5. Fees. At Closing, the Company shall pay to the Agent for itself the fees
set forth in the Fee Letter dated as of February 9, 2001 by and between the
Company and the Agent.
6. Miscellaneous.
(a) The Company acknowledges and agrees that the execution and delivery by
the Agent and the Banks of this Agreement shall not be deemed to create a course
of dealing or an obligation to execute similar amendments or provide any waivers
or other amendments under the same or similar circumstances in the future.
5
(b) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and thereto and their respective successors and assigns.
(c) This Agreement shall be governed by and construed in accordance with
the law of the State of New York provided that the Agent and the Banks shall
retain all rights arising under Federal law.
(d) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. Each of the parties hereto
understands and agrees that this document (and any other document required
herein) may be delivered by any party thereto either in the form of an executed
original or an executed original sent by facsimile transmission to be followed
promptly by mailing of a hard copy original, and that receipt by the Agent of a
facsimile transmitted document purportedly bearing the signature of a Bank or
the Company shall bind such Bank or the Company, respectively, with the same
force and effect as the delivery of a hard copy original. Any failure by the
Agent to receive the hard copy executed original of such document shall not
diminish the binding effect of receipt of the facsimile transmitted executed
original of such document of the party whose hard copy page was not received by
the Agent.
(e) This Agreement contains the entire and exclusive agreement of the
parties hereto with reference to the matters discussed herein. This Agreement
supersedes all prior drafts and communications with respect hereto. This
Agreement may not be amended except in accordance with the provisions of Section
10.01 of the Original Agreement.
(f) If any term or provision of this Agreement shall be deemed prohibited
by or invalid under any applicable law, such provision shall be invalidated
without affecting the remaining provisions of this Agreement, the Original
Agreement or the Loan Documents.
(g) The Company agrees to pay or reimburse BofA (including in its capacity
as Agent), upon demand, for all reasonable costs and expenses (including
reasonable Attorney Costs) incurred by BofA (including in its capacity as Agent)
in connection with the development, preparation, negotiation, execution and
delivery of this Agreement.
[Signature pages follow]
6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
XXXXXXXXX'X, INC.
By: ___________________________________
Title: _________________________________
BANK OF AMERICA, N.A., as
Administrative Agent
By: ___________________________________
Title: _________________________________
BANK OF AMERICA, N.A., as a Bank
By: ___________________________________
Title: _________________________________
BANK ONE, NA, as Syndication Agent and as
a Bank
By: ___________________________________
Title: _________________________________
XXXXX FARGO BANK, N.A., as Documentation
Agent and as a Bank
By: ___________________________________
Title: _________________________________
THE HUNTINGTON NATIONAL BANK, as Senior
Managing Agent and as a Bank
By: ___________________________________
Title: _________________________________
UNION BANK OF CALIFORNIA, N.A., as Senior
Managing Agent and as a Bank
By: ___________________________________
Title: _________________________________
KEYBANK NATIONAL ASSOCIATION, as Managing
Agent and as a Bank
By: ___________________________________
Title: _________________________________
WACHOVIA BANK, N.A., as Managing Agent
and as a Bank
By: ___________________________________
Title: _________________________________
THE NORTHERN TRUST COMPANY, as Managing
Agent and as a Bank
By: ___________________________________
Title: _________________________________
THE BANK OF NEW YORK
By: ___________________________________
Title: _________________________________
BANK OF OKLAHOMA, N.A.
By: ___________________________________
Title: _________________________________
FIRST UNION NATIONAL BANK
By: ___________________________________
Title: _________________________________
INTERNATIONAL BANK OF COMMERCE
By: ___________________________________
Title: _________________________________
XXXXXXX XXXXX BANK USA
By: ___________________________________
Title: _________________________________
SOUTHTRUST BANK, N.A.
By: ___________________________________
Title: _________________________________
UMB BANK, N.A.
By: ___________________________________
Title: _________________________________
WASHINGTON MUTUAL BANK
By: ___________________________________
Title: _________________________________
ANNEX I (AMENDED)
PRICING GRID
Applicable Margin and Applicable Fee Amount (Facility Fee): The Facility Fee and
the Applicable Margin for Offshore Rate Committed Loans and Base Rate Committed
Loans shall be, at any time, the rate per annum set forth in the tables below.
"Indebtedness Rating" means the long term unsecured senior, non-credit enhanced
debt rating of the Company by Standard & Poor's Ratings Group or Xxxxx'x
Investors Service Inc. (in the case of a split rating, the higher rating will
apply, unless the split results in a difference of more than one rating, in
which case the rating one rating below the highest rating will apply). If the
Term Loan option is utilized, the rate of interest on all Loans outstanding will
include the Applicable Margin plus 25 basis points. Any change in the Applicable
Margin or Applicable Fee Amount for the Facility Fee shall become effective five
Business Days after any public announcement of Indebtedness Rating requiring
such a change.
------------------------------ ---------------------- ------------------------- -----------------------------
Indebtedness Offshore
Rating Facility Fee Rate Spread Base Rate Spread
------------------------------ ---------------------- ------------------------- -----------------------------
=> A or A2 6.5 bps 18.5 bps 0 bps
------------------------------ ---------------------- ------------------------- -----------------------------
=> A- or A3 7.5 bps 30.0 bps 0 bps
------------------------------ ---------------------- ------------------------- -----------------------------
=> BBB+ or Baa1 10.0 bps 40.0 bps 0 bps
------------------------------ ---------------------- ------------------------- -----------------------------
=> BBB or Baa2 12.5 bps 50.0 bps 0 bps
------------------------------ ---------------------- ------------------------- -----------------------------
<= BBB- or Baa3 17.5 bps 82.5 bps 0 bps
------------------------------ ---------------------- ------------------------- -----------------------------
Applicable Fee Amount (Utilization Fee): The Utilization Fee applicable to Loans
shall be, at any time, the rate per annum set forth in the table below,
determined in accordance with usage:
------------------------- ----------------------
Facility Utilization Fee
Usage %
------------------------- ----------------------
50% 12.5 bps
------------------------- ----------------------
If usage shall equal or exceed the applicable percentage specified above, the
utilization fee corresponding to such percentage shall apply with respect to all
outstanding Loans.
Annex I (Amended) -1.
SCHEDULE 2.01 (AMENDED)
COMMITMENTS
AND PRO RATA SHARES
PRO RATA
BANK COMMITMENT SHARE
---- ---------- --------
BANK OF AMERICA, N.A. $100,000,000 14.285714286%*
BANK ONE, NA $100,000,000 14.285714286%*
XXXXX FARGO BANK, N.A. $95,000,000 13.571428571%*
THE HUNTINGTON NATIONAL BANK $65,000,000 9.285714286%*
UNION BANK OF CALIFORNIA, N.A. $65,000,000 9.285714286%*
KEYBANK, NATIONAL ASSOCIATION $50,000,000 7.142857143%*
WACHOVIA BANK, N.A. $50,000,000 7.142857143%*
THE NORTHERN TRUST COMPANY $35,000,000 5.000000000%*
FIRST UNION NATIONAL BANK $25,000,000 3.571428571%*
XXXXXXX XXXXX BANK USA $25,000,000 3.571428571%*
WASHINGTON MUTUAL BANK $25,000,000 3.571428571%*
UMB BANK, NA $17,500,000 2.500000000%*
THE BANK OF NEW YORK $12,500,000 1.785714286%*
INTERNATIONAL BANK OF COMMERCE $12,500,000 1.785714286%*
SOUTHTRUST BANK, N.A. $12,500,000 1.785714286%*
BANK OF OKLAHOMA, N.A. $10,000,000 1.428571429%*
------------ --------------
TOTAL $700,000,000 100%
* [9 DECIMAL PTS.]
S-2.01 (Amended) -1.
SCHEDULE 10.02 (AMENDED)
PAYMENT OFFICES; ADDRESSES FOR NOTICES; LENDING OFFICES
COMPANY
Address for Notices:
Xxxxxxxxx'x, Inc.
000 Xxxx Xxxxxx Xxxx.
Xxx 00
Xxxxx, Xxxxx 00000
Attention: Finance Department
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BANK OF AMERICA, N.A.
as Agent
Notices for Borrowing, Conversions/Continuations, and Payments:
Bank of America, N.A.
Mail Code: CA4-706-05-09
Agency Services
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Other Notices:
Bank of America, N.A.
Retail Industry Group
Mail Code: IL1-231-09-44
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-10.02 (Amended) -1.
Agent's Payment Office:
Bank of America, N.A.
Attention: Agency Services #5596
Reference: Albertson's, Inc.
For credit to Acct. No. 3750836479
ABA No. 000000000
BANK OF AMERICA, N.A.
as a Bank
Domestic and Offshore Lending Office:
(Borrowing Notices, Notices of Conversion/Continuation and Payments)
Bank of America, N.A.
Mail Code: CA4-706-05-09
Agency Services
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All other Notices:
Bank of America, N.A.
Retail Industry Group
Mail Code: IL1-231-09-44
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BANK ONE, NA
as Syndication Agent and as a Bank
Domestic and Offshore Lending Office:
Bank One, NA
1 Bank One Plaza
IL1-0088, 14th Floor
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-10.02 (Amended) -2.
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Bank One, NA
1 Bank One Plaza
IL1-0086, 14th Floor
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxx.xxxxx@xxxxxxx.xxx
XXXXX FARGO BANK, N.A.
as Documentation Agent and as a Bank
Domestic and Offshore Lending Office:
Xxxxx Fargo Bank, N.A.
000 Xxxxx Xxxxxx
XXX X0000-000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Xxxxx Fargo Bank, N.A.
000 Xxxxx Xxxxxx, 11th Floor
MAC P6540-11E
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Secondary Contact:
0000 XX 0xx Xxx., 7th Floor
MAC P6101-076
Xxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-10.02 (Amended) -3.
THE HUNTINGTON NATIONAL BANK
as Senior Managing Agent and as a Bank
Domestic and Offshore Lending Office:
The Huntington National Bank
7450 Huntington Park Drive
Mail Code HZ0338
Xxxxxxxx, Xxxx 00000
Attention: Xxxxx Coventry
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxx.xxxxxxxx@xxxxxxxxxx.xxx
Notices (other than Borrowing Notice and Notices of Conversion/Continuation):
Huntington National Bank
000 X. Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxx.xxxxxxx@xxxxxxxxxx.xxx
UNION BANK OF CALIFORNIA, N.A.
as Senior Managing Agent and as a Bank
Domestic and Offshore Lending Office:
Union Bank of California, N.A.
Commercial Customer Service Unit
0000 Xxxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-10.02 (Amended) -4.
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Union Bank of California, N.A.
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxx.xxxxx@xxxx.xxx
KEYBANK NATIONAL ASSOCIATION
as Managing Agent and as a Bank
Domestic and Offshore Lending Office:
KeyBank National Association
000 000xx Xxxxxx, X.X.
0xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Specialty Services Team
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
KeyBank National Association
000 000xx Xxxxxx, X.X.
0xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx Xxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
WACHOVIA BANK, N.A.
as Managing Agent and as a Bank
Domestic and Offshore Lending Office:
Wachovia Bank, N.A.
191 Peachtree Street NE
MC-GA 3940
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-10.02 (Amended) -5.
Notices (other than Borrowing Notice and Notices of Conversion/Continuation):
Wachovia Bank, N.A.
000 Xxxxxxxxx Xxxxxx XX
XX-XX 370
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
THE NORTHERN TRUST COMPANY
as Managing Agent and as a Bank
Domestic and Offshore Lending Office:
The Northern Trust Company
00 Xxxxx XxXxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Honda
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
The Northern Trust Company
00 Xxxxx XxXxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
THE BANK OF NEW YORK
Domestic and Offshore Lending Office:
The Bank of New York
Xxx Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000/1483
S-10.02 (Amended) -6.
Notices (other than Borrowing Notice and Notices of Conversion/Continuation):
The Bank of New York
Xxx Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx Xxxx/Xxxxxx Xxxxxx (backup contact)
Telephone: (000) 000-0000/7867
Facsimile: (000) 000-0000/1483
BANK OF OKLAHOMA, N.A.
Domestic and Offshore Lending Office:
Bank Of Oklahoma, N.A.
X.X. Xxx 0000
Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: Xxxxxxxx@xxxx.xxx
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Bank Of Oklahoma, N.A.
X.X. Xxx 0000
Xxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxxxxxxxx@xxxx.xxx
FIRST UNION NATIONAL BANK
Domestic and Offshore Lending Office:
First Union National Bank
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxx.xxxxxx@xxxx.xxx
S-10.02 (Amended) -7.
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
First Union National Bank
One South Penn Square
Xxxxxxx Xxxx., 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxxx.xxxxxxx@xxxx.xxx
INTERNATIONAL BANK OF COMMERCE
Domestic and Offshore Lending Office:
International Bank of Commerce
000 Xxxx Xxxxxx
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
International Bank of Commerce
000 Xxxx Xxxxxx
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxx@xxxx.xxx
XXXXXXX XXXXX BANK USA
Domestic and Offshore Lending Office:
Xxxxxxx Xxxxx Bank USA
00 X. Xxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S-10.02 (Amended) -8.
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Xxxxxxx Xxxxx Bank USA
00 X. Xxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SOUTHTRUST BANK
Domestic and Offshore Lending Office:
SouthTrust Bank
000 Xxxx Xxxxxxxxx Xxxxxx, X.X., 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Notices (other than Borrowing Notice and Notices of Conversion/Continuation):
SouthTrust Bank
000 Xxxx Xxxxxxxxx Xxxxxx, X.X., 00xx Xx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxx.xxxxxx@xxxxxxxxxx.xxx
UMB BANK, N.A.
Domestic and Offshore Lending Office:
UMB Bank, n.a.
000 Xxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxxx.xxxxxxx@xxx.xxx
S-10.02 (Amended) -9.
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
UMB Bank, n.a.
0000 Xxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxx X Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxx.xxxxxxxx@xxx.xxx
WASHINGTON MUTUAL BANK
Domestic and Offshore Lending Office:
Washington Mutual Bank
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Washington Mutual Bank
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx/Xxxxxxx Xxxxx(backup contact)
Telephone: (000) 000-0000/000-0000
Facsimile: (000) 000-0000
Email: xxxxxxxx@xxxxxxxxxxx.xxx
S-10.02 (Amended) -10.
