EXHIBIT 10.(i)(I)(4)
CONFIRMATION OF NEW BANK
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Section 2.6(c)
Reference is made to the Short Term Credit Agreement, dated as of
September 15, 1994 (herein, as heretofore amended, modified or supplemented,
called the "Credit Agreement"), among Xxxxxxxxxx Xxxx & Co., Incorporated, an
Illinois corporation (the "Company"), and the Banks and Agents parties thereto.
Terms used but not otherwise defined herein are used herein as defined in the
Credit Agreement.
1. As of October 24, 1996 (the "Increase Commitment Date"), pursuant
and subject to the provisions of Section 2.6(c) of the Credit Agreement, The
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Industrial Bank of Japan, Limited, Chicago Branch (the "New Bank") hereby
becomes a party to and a Bank under the Credit Agreement with a Commitment equal
to $20,050,000.
2. The New Bank acknowledges and agrees that:
a. neither any Agent nor any other Bank makes any representation or
warranty or assumes any responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit
Agreement or any other instrument or document furnished pursuant thereto or
the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or any other instrument or document
furnished pursuant thereto,
b. neither any Agent nor any other Bank makes any representation or
warranty or assumes any responsibility with respect to the financial
condition or creditworthiness of the Company or the performance or
observance by the Company of any of its obligations under the Credit
Agreement or any other instrument or document furnished pursuant thereto,
c. the New Bank (i) has made and will continue to make such inquiries
and has taken and will continue to take such care on its own behalf as
would have been the case had it made Loans directly to the Company without
the intervention of any Agent or any other Person, and (ii) has made and
will continue to make its own credit analysis and decisions relating to the
Credit Agreement independently and without reliance upon any Agent or any
other Person, and based on such documents and information as it has deemed
appropriate.
3. If the New Bank is a Non-United States Person, it hereby agrees to
deliver to the Applicable Agent a written representation and warranty
substantially similar to that contained in Section 8.4(b) of the Credit
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Agreement.
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This Confirmation shall be governed by, and construed in accordance
with, the laws of the State of Illinois without regard to conflict of laws
principles.
The Industrial Bank of Japan, Ltd.
Chicago Branch
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Copies of all notices, etc,
should be sent to:
Attention: Xxx Xxxxxx
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Telephone: (000) 000-0000
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Telecopy: (000) 000-0000
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Telex: 285381 (IBJ CGO)
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Base Rate Loan Funding Office:
The Industrial Bank of Japan, Ltd.
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227 West Monroe Street
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Suite 2600
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Chicago, IL 60606
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Eurodollar Loan Funding Office:
The Industrial Bank of Japan, Ltd.
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227 West Monroe Street
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Suite 2600
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Chicago, IL 60606
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Accepted this 23rd day
of October, 1996.
The Bank of Nova Scotia, as Applicable Agent
By: /s/ A.S. Xxxxxxxxxx
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Name: A.S. Xxxxxxxxxx
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October 24, 1996
To: Xxxxxxxxxx Xxxx & Co., Incorporated
and each of the Banks and Agents party to the
Short Term Credit Agreement dated as of
September 15, 1994 (the "Credit Agreement")
among Xxxxxxxxxx Xxxx & Co., Incorporated
and the various Banks and Agents named therein
Re: Xxxxxxxxxx Xxxx & Co., Incorporated
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This letter is to serve as notice that effective as of today, pursuant to
Section 2.6(c) of the above noted Credit Agreement, the Industrial Bank of
Japan, Limited, Chicago Branch is a "New Bank" under the Credit Agreement with a
Commitment of $20,050,000. Accordingly, as reflected on the attached revised
Schedule I to the Credit Agreement, the Combined Commitment has been increased
from $435,650,000 to $455,700,000.
Sincerely,
The Bank of Nova Scotia,
as Administrative Agent
/s/ A.S. Xxxxxxxxxx
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By: A.S. Xxxxxxxxxx
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SCHEDULE I
BANKS, COMMITMENTS AND TERMINATION DATES
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(Sections 1.1, 2.6, 2.7 and 15.4)
TERMINATION
BANK NAME COMMITMENT DATE
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The Bank of New York $ 60,000,000 August 29, 1997
The Bank of Nova Scotia 60,000,000 August 29, 1997
NationsBank, N.A. 39,800,000 August 29, 1997
The First National Bank of Chicago 33,000,000 August 29, 1997
Bank of America Illinois/1/ 24,750,000 August 29, 1997
The Industrial Bank of Japan, Limited, 20,050,000 August 29, 1997
Chicago Branch
CIBC Inc. 19,800,000 August 29, 1997
The Northern Trust Company 18,250,000 August 29, 1997
The Long-Term Credit Bank of Japan, Ltd. 18,150,000 August 29, 1997
The First National Bank of Boston 16,600,000 August 29, 1997
Credit Lyonnais Chicago Branch 16,500,000 August 29, 1997
Union Bank of Switzerland, 14,950,000 August 29, 1997
New York Branch
ABN AMRO Bank N.V. 13,200,000 August 29, 1997
Banca Commerciale Italiana, Chicago 9,900,000 August 29, 1997
Branch
The Dai-Ichi Kangyo Bank, Ltd., Chicago 9,900,000 August 29, 1997
Branch
The Bank of Tokyo Mitsubishi, Ltd., 9,900,000 August 29, 1997
Chicago Branch
Bank of America National Trust and 8,250,000 August 29, 1997
Savings Association/*/
The Sakura Bank, Ltd. 8,250,000 August 29, 1997
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/1/To be considered as a single Bank for purposes of the Step-up Fee.
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TERMINATION
BANK NAME COMMITMENT DATE
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Swiss Bank Corporation 8,250,000 August 29, 1997
Union Bank of California, N.A. 8,250,000 August 29, 1997
First Bank National Association 6,600,000 August 29, 1997
PNC Bank, National Association 6,600,000 August 29, 1997
The Yasuda Trust and Banking Co., Ltd. 6,600,000 August 29, 1997
The First National Bank of Maryland 4,950,000 August 29, 1997
Istituto Bancario San Paolo di Torino, 4,950,000 August 29, 1997
S.P.A.
Xxxxx Fargo Bank, N.A. 4,950,000 August 29, 1997
Comerica Bank 3,300,000 August 29, 1997
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$455,700,000
