EXHIBIT 10(b)
EXECUTION COPY
LETTER AMENDMENT
February 23, 2005
To the Banks parties to the
Credit Agreement referred to below
Gentlemen:
We refer to the Five Year Credit Agreement dated as of
February 25, 2004 (the "Credit Agreement") among the undersigned, you and
Citicorp USA, Inc., as your Agent. Unless otherwise defined herein, the terms
defined in the Credit Agreement shall be used herein as therein defined.
It is hereby agreed by you and us that Section 3.01(b) of the
Credit Agreement is, effective as of the date first above written, hereby
amended by deleting in the sixth line thereof the words "the date which occurs
one year from the date of its Issuance but in any event prior to the first
anniversary of" and substituting for such words the words "thirty days prior
to".
On and after the effective date 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, as
amended by this letter amendment, is and shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed.
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 LLP, 000 Xxxxxx Xxxxxx, Xxxxx 0000,
Xxx Xxxxxxxxx, XX 00000, Attention of Xxxxxx Xxxxxx. This letter amendment shall
become effective as of the date first above written when and if counterparts of
this letter amendment shall have been executed by us and the Majority Lenders.
This letter amendment is subject to the provisions of Section 8.01 of the Credit
Agreement.
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This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
By /s/ Xxxx X. Xxxx
------------------------
Title: Director
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
BANCA DI ROMA, SAN FRANCISCO FOREIGN BRANCH
By /s/ Xxxxxxx X. Xxxxx
------------------------
Title: Vice President
By /s/ Xxxx Xxxxxxxx
------------------------
Title: SVP and Manager
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
BANK OF AMERICA, N.A.
By /s/ Xxx Xxxxx
------------------------
Title: Vice President
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
BARCLAYS BANK PLC
By /s/ Xxxxxxxx Xxxx
------------------------
Title: Director
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
BNP PARIBAS
By /s/ Xxxxx Xxxxxx
------------------------
Title: Managing Director
By /s/ Xxxxxxx Xxxx
------------------------
Title: Managing Director
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
CITICORP USA, INC.
By /s/ Xxxxxx X. Xxxxxx
------------------------
Title: Vice President
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
CREDIT SUISSE FIRST BOSTON, acting through
Its Cayman Islands Branch
By /s/ Xxx Xxxxx
------------------------
Title: Director
By /s/ Xxxxxx Xxxx
------------------------
Title: Associate
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
XXXXXX XXXXXXX FINANCING, INC.
By /s/ Xxxxxx X. Xxxxxx
------------------------
Title: Vice President
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
ING BANK N.V.
By /s/ Xxxx Xxxxx
------------------------
Title: Director
By /s/ Xxxx Xxxxxxx
------------------------
Title: Vice President
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
LLOYDS TSB BANK PLC.
By /s/ Xxxxxxx Xxxxxxx
------------------------
Title: VP & Manager -
Business Development C.B. C103
By /s/ Xxxxxx Xxxxxxx
------------------------
Title: VP Corporate Banking
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
XXXXXXX XXXXX BANK USA
By /s/ Xxxxx Xxxxx
------------------------
Title: Director
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
MIZUHO CORPORATE BANK LIMITED
By /s/ Xxxx Xxxxxxx
------------------------
Title: Senior Vice President
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
JPMORGAN CHASE BANK, N.A.
By /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Title: Vice President
This letter amendment may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
SOCIETE GENERALE
By /s/ Xxxx Xxxxx
------------------------
Title: Managing Director
This letter amendment may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
STANDARD CHARTERED BANK
By /s/ Xxxxxx Xxxxxxx
------------------------
Title: Vice President
By /s/ Xxxxxx Xxxxxxxxxx
------------------------
Title: AVP/Credit Documentation
This letter amendment may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
STATE STREET BANK AND TRUST COMPANY
By /s/ Xxxx X. Xxxxx
------------------------
Title: Vice President
This letter amendment may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
SUNTRUST BANK
By /s/ Xxxxx X. Xxxxx
------------------------
Title: Vice President
This letter amendment may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
UBS LOAN FINANCE LLC
By /s/ Xxxxxx Xxxxxx
------------------------
Title: Director
By /s/ Xxxxxxx Xxxxxxxxx
------------------------
Title: Associate Director
This letter amendment may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
UNION BANK OF CALIFORNIA, N.A.
By /s/ Xxx Xxxxx
------------------------
Title: AVP
This letter amendment may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
XXXXX FARGO BANK, N.A.
By /s/ Ling Li
------------------------
Title: Vice President
This letter amendment may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.
Very truly yours,
THE XXXX DISNEY COMPANY
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------------
Title: Vice President, Corporate Finance
and Assistant Treasurer
Agreed as of the date first above written:
XXXXXXX STREET COMMITMENT CORPORATION
(Recourse only to assets of Xxxxxxx Street Commitment Corporation)
By /s/ Manda D'Agata
------------------------
Title: Assistant Vice President
