EXHIBIT 10.29
364-Day Credit Agreement (2003) EXECUTION VERSION
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AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 7, 2003
among
ALBERTSON'S, INC.,
BANK OF AMERICA, N.A.
as Administrative Agent,
BANK ONE, NA,
as Syndication Agent,
UNION BANK OF CALIFORNIA, N.A. and
XXXXX FARGO BANK, N.A.,
as Documentation Agents
and
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
Arranged by
Banc of America Securities LLC,
Sole Lead Arranger
and Sole Book Manager
================================================================================
Sf-1451502 364-Day Credit Agreement (2003)
AMENDED AND RESTATED CREDIT AGREEMENT
This Amended and Restated Credit Agreement (this "Agreement")
is entered into as of March 7, 2003, 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"), Union Bank of California, N.A. and Xxxxx Fargo Bank, N.A., as
documentation agents (in such capacity, the "Documentation Agents") and Bank of
America, N.A., as administrative agent for itself 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 amended and
restated as of March 15, 2001, and as amended and restated as of March 13, 2002,
and as further modified by certain consents effective as of June 14, 2002 and
July 5, 2002, respectively, (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.
Sf-1451502 1. 364-Day Credit Agreement (2003)
(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 7, 2003 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 "Revolving Termination Date" is amended in
its entirety to provide as follows:
"Revolving Termination Date" means the earlier to occur of:
(a) March 5, 2004, 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.
(4) The defined term, "Company's 2000 Form 10-K" shall be deleted
and a new defined term, "Company's 2001 Form 10-K" shall be added as follows:
"Company's 2001 Form 10-K" means the Company's Annual Report
on Form 10-K for the fiscal year ended January 31, 2002, as filed with the
SEC pursuant to the Exchange Act.
Accordingly, each reference to "Company's 2000 Form 10-K" in the Original
Agreement shall be deemed to refer to "Company's 2001 Form 10-K," and each
reference to February 1, 2001 in Sections 1.01, 4.02 and 5.10 of the Original
Agreement shall be deemed to refer to January 31, 2002.
(b) Amendments to Article V of the Original Agreement.
--------------------------------------------------
(1) The two references to "November 1, 2001" in Section 5.10(b) of
the Original Agreement shall be deleted and replaced by "October 31, 2002" for
each such reference.
(c) Amendment to Schedule 2.01 (Amended) of the Original Agreement.
---------------------------------------------------------------
Schedule 2.01 (Amended) of the Original Agreement is replaced in its entirety by
Schedule 2.01 (Second Amended) of this Agreement.
(d) Amendment to Schedule 10.02 (Amended) of the Original Agreement.
----------------------------------------------------------------
Schedule 10.02 (Amended) of the Original Agreement is replaced in its entirety
by Schedule 10.02 (Second Amended) of this Agreement.
Sf-1451502 2. 364-Day Credit Agreement (2003)
3. Representations and Warranties.
------------------------------- The Company hereby represents and warrants
to the Agent and the Banks as follows:
(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 January 31, 2002 (except as disclosed in any
public filings since such date), 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.
Sf-1451502 3. 364-Day Credit Agreement (2003)
(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 7(g) of this Agreement (including the Agent's Attorney
Costs, to the extent invoiced on or prior to the Effective Date).
(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 Xxxx X. Xxxx,
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 each Bank.
(5) The Agent shall have received a favorable opinion of Xxxxxxxx &
Xxxxxxxx LLP, special counsel to the Agent, in form and substance satisfactory
to the Agent and each Bank, dated 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.
Sf-1451502 4. 364-Day Credit Agreement (2003)
>
5. Fees.
----- At Closing, the Company shall pay to the Agent for itself the fees
set forth in the Fee Letter dated as of January 27, 2003 by and between
the Company, the Lead Arranger and the Agent.
6. Certain Transitional Matters.
----------------------------- On the Effective Date, the Banks party to
the Original Agreement, as amended and restated hereby, shall be the Banks
listed on the signature pages hereof and shall have the respective Commitments
in the amounts set forth in Schedule 2.01 (Second Amended) of this Agreement.
Without limiting the generality of the foregoing, on the Effective Date, any
Banks party to the Original Agreement not listed on the signature pages hereof
shall cease to be parties to the Original Agreement, and each new Bank listed on
the signature pages hereof not previously party to the Original Agreement shall
be and become a party to the Original Agreement and shall have all of the rights
and be obligated to perform all of the obligations of a Bank thereunder with a
Commitment in the amount set forth opposite such Bank's name in Schedule 2.01
(Second Amended) of this Agreement.
7. 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.
(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.
Sf-1451502 5. 364-Day Credit Agreement (2003)
(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]
Sf-1451502 6. 364-Day Credit Agreement (2003)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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: /s/ Xxxx X. Xxxx
---------------------------------
Name: Xxxx X. Xxxx
Title: Group Vice President & Treasurer
Sf-1451502 S-1 364-Day Credit Agreement (2003)
BANK OF AMERICA, N.A., as
Administrative Agent and as a Bank
By: /s/ Xxx X. Xxxxxxx
---------------------------------
Name: Xxx X. Xxxxxxx
Title: Managing Director
Sf-1451502 S-2 364-Day Credit Agreement (2003)
BANK ONE, NA as Syndication Agent
and as a Bank
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Director
Sf-1451502 S-3 364-Day Credit Agreement (2003)
UNION BANK OF CALIFORNIA, N.A.
as Documentation Agent and as a Bank
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Sf-1451502 S-4 364-Day Credit Agreement (2003)
XXXXX FARGO BANK, N.A.
as Documentation Agent and as a Bank
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
Sf-1451502 S-5 364-Day Credit Agreement (2003)
BANK OF OKLAHOMA, N.A.
By: /s/ Xxxx Xxxxxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxxxxx
Title: Senior Vice President
Sf-1451502 S-6 364-Day Credit Agreement (2003)
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
INTERNATIONAL", NEW YORK BRANCH
By: /s/ Xxx Xxxxx
---------------------------------
Name: Xxx Xxxxx
Title: Managing Director
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Executive Director
Sf-1451502 S-7 364-Day Credit Agreement (2003)
CREDIT SUISSE FIRST BOSTON
CAYMAN ISLANDS BRANCH
By: /s/ Xxxx X'Xxxx
---------------------------------
Name: Xxxx X'Xxxx
Title: Director
By: /s/ Xxxxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Associate
Sf-1451502 S-8 364-Day Credit Agreement (2003)
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Sf-1451502 S-9 364-Day Credit Agreement (2003)
XXXXXXX XXXXX BANK USA
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Sf-1451502 S-10 364-Day Credit Agreement (2003)
THE BANK OF NEW YORK
By: /s/ Xxxxxxxx X. X. Xxxxxxx
---------------------------------
Name: Xxxxxxxx X. X. Xxxxxxx
Title: Vice President
Sf-1451502 S-11 364-Day Credit Agreement (2003)
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Director
Sf-1451502 S-12 364-Day Credit Agreement (2003)
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Sf-1451502 S-13 364-Day Credit Agreement (2003)
TCF NATIONAL BANK
By: /s/ Xxxxxxx X. XxXxxx
---------------------------------
Name: Xxxxxxx X.XxXxxx
Title: Senior Vice President
Sf-1451502 S-14 364-Day Credit Agreement (2003)
UMB BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
Sf-1451502 S-15 364-Day Credit Agreement (2003)
WACHOVIA BANK, NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
Sf-1451502 S-16 364-Day Credit Agreement (2003)
SCHEDULE 2.01 (SECOND AMENDED)
COMMITMENTS
AND PRO RATA SHARES
BANK COMMITMENT PRO RATA
SHARE
-------------------------------------------------------------------- -------------- -------------
$50,000,000.00 14.285714286%
BANK OF AMERICA, N.A.
45,000,000.00 12.857142857%
BANK ONE, NA
40,000,000.00 11.428571429%
UNION BANK OF CALIFORNIA, N.A.
40,000,000.00 11.428571429%
XXXXX FARGO BANK, N.A.
25,000,000.00 7.142857143%
XXXXXXX XXXXX BANK USA
20,000,000.00 5.714285714%
THE NORTHERN TRUST COMPANY
20,000,000.00 5.714285714%
KEYBANK NATIONAL ASSOCIATION
20,000,000.00 5.000000000%
THE BANK OF NOVA SCOTIA
20,000,000.00 5.714285714%
CREDIT SUISSE FIRST BOSTON
20,000,000.00 5.714285714%
RABOBANK INTERNATIONAL
15,000,000.00 4.285714286%
TCF NATIONAL BANK
10,000,000.00 2.857142857%
UMB BANK, N.A.
10,000,000.00 2.857142857%
BANK OF OKLAHOMA, N.A.
10,000,000.00 2.857142857%
THE BANK OF NEW YORK
5,000,000.00 1.428571429%
WACHOVIA BANK, NATIONAL ASSOCIATION
TOTAL $350,000,000.00 100.000000000%*
* [9 DECIMAL PTS.]
sf-1451502 S-2.01 (Second Amended)-1 364-Day Credit Agreement (2003)
SCHEDULE 10.02 (SECOND AMENDED)
PAYMENT OFFICES; ADDRESSES FOR NOTICES; LENDING
-----------------------------------------------
OFFICES
-------
COMPANY
-------
Address for Notices:
Xxxxxxxxx'x, Inc.
000 Xxxxxxxxxx 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 #5596
0000 Xxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx, Credit Services Representative
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Other Notices:
Bank of America, N.A.
Mail Code: TX1-492-14-11
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx, Agency Management Officer II
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
sf-1451502 S-10.02 (Second Amended)-1 364-Day Credit Agreement (2003)
with a copy to:
Bank of America, N.A.
Portfolio Management - Retail Group
Mail Code: TX1-492-66-01
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Managing Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Agent's Payment Office:
Bank of America, N.A.
ABA No. 000000000
Attention: Agency Administrative Services Unit #5596
Reference: Xxxxxxxxx'x, Inc.
For credit to Acct. No. 00000-00000
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 #5596
0000 Xxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx, Credit Services Representative
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All other Notices:
Bank of America, N.A.
Portfolio Management - Retail Group
Mail Code: TX1-492-66-01
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Managing Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
sf-1451502 S-10.02 (Second Amended)-2 364-Day Credit Agreement (2003)
BANK ONE, NA, as Syndication Agent and as a Bank
------------
Domestic and Offshore Lending Office:
Bank One, NA
1 Bank One Plaza
IL1-0088
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Bank One, NA
1 Bank One Plaza
IL1-0086
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxx, Senior Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
UNION BANK OF CALIFORNIA, N.A., as Documentation 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
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, Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
sf-1451502 S-10.02 (Second Amended)-3 364-Day Credit Agreement (2003)
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
MAC A0187-081
Xxx Xxxxxxxxx, 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.
X.X. Xxx 0000
XXX X0000-000
Xxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxx, Vice President & Sr. Relationship Manager
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Secondary Contact:
Xxxxx Fargo Bank, N.A.
0000 XX 0xx Xxx.
XXX X0000-000
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx, Assistant Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BANK OF OKLAHOMA, N.A.
----------------------
Domestic and Offshore Lending Office:
Bank of Oklahoma, N.A.
Xxx Xxxxxxxx Xxxxxx 00
Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
sf-1451502 S-10.02 (Second Amended)-4 364-Day Credit Agreement (2003)
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, Senior Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
---------------------------------------------------------------
INTERNATIONAL", NEW YORK BRANCH
-------------------------------
Domestic and Offshore Lending Office:
Rabobank International
00 Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Rabobank International
0 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. XxXxxx, Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
CREDIT SUISSE FIRST BOSTON CAYMAN ISLANDS BRANCH
------------------------------------------------
Domestic and Offshore Lending Office:
Credit Suisse First Boston Cayman Islands Branch
Eleven Madison Avenue
New York, New York 10010
Attention: Xxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
sf-1451502 S-10.02 (Second Amended)-5 364-Day Credit Agreement (2003)
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Credit Suisse First Boston Cayman Islands Branch
Eleven Madison Avenue
New York, New York 10010
Attention: Xxxxxxx X'Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
KEYBANK NATIONAL ASSOCIATION
----------------------------
Domestic and Offshore Lending Office:
KeyBank National Association
000 X. Xxxxxxxxxx Xxxx.
Xxxxx, XX 00000
Attention: Western Loan Services, Specialty Services
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., 5th Floor
Mailstop: WA-31-18-0512
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Portfolio Manager
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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
sf-1451502 S-10.02 (Second Amended)-6 364-Day Credit Agreement (2003)
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, VP - Corp. Lending Officer
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: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
The Bank of New York
Xxx Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X.X. Xxxxxxx, Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
THE BANK OF NOVA SCOTIA
-----------------------
Domestic and Offshore Lending Office:
The Bank of Nova Scotia
000 Xxxxxxxxx Xxxxxx, X.X. #0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
sf-1451502 S-10.02 (Second Amended)-7 364-Day Credit Agreement (2003)
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
The Bank of Nova Scotia
000 X.X. 0xx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
THE NORTHERN TRUST COMPANY
--------------------------
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: Xxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
TCF NATIONAL BANK
-----------------
Domestic and Offshore Lending Office:
TCF National Bank
000 X. Xxxxx Xxxx Xxxx
P.O. Box 170995
Milwaukee, WI 53217-8096
Attention: Xxx Xxxxxx
Telephone: (000)000-0000
Facsimile: (000) 000-0000
sf-1451502 S-10.02 (Second Amended)-8 364-Day Credit Agreement (2003)
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
TCF National Bank
000 X. Xxxxx Xxxx Xxxx
P.O. Box 170995 Xxxxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. XxXxxx, Senior Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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
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, Senior Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
WACHOVIA BANK, NATIONAL ASSOCIATION
-----------------------------------
Domestic and Offshore Lending Office:
Wachovia Bank, National Association
000 Xx. Xxxxxxx Xx.
XX-00
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
sf-1451502 S-10.02(Second Amended)-9 364-Day Credit Agreement (2003)
Notices (other than Borrowing Notice and Notices of Conversion/Continuation):
Wachovia Bank, National Association
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx, Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
sf-1451502 S-10.02 (Second Amended)-10 364-Day Credit Agreement (2003)
