EXHIBIT 99.1
AMENDMENT NO. 3 TO FIVE-YEAR CREDIT AGREEMENT
AMENDMENT dated as of January 16, 2004 to the Five-Year Credit Agreement
dated as of January 24, 2001 (as amended prior to the Amendment Effective Date
referred to below, the "AGREEMENT") among GENERAL XXXXX, INC. (the "COMPANY"),
CITIGROUP GLOBAL MARKETS INC. (formerly known as Xxxxxxx Xxxxx Barney Inc.), as
Syndication Agent, BARCLAYS BANK PLC and CREDIT SUISSE FIRST BOSTON, as
Co-Documentation Agents, the several financial institutions from time to time
party thereto (the "BANKS") and JPMORGAN CHASE BANK (successor to The Chase
Manhattan Bank), as Administrative Agent (the "AGENT").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically defined
herein, each term used herein which is defined in the Agreement has the meaning
assigned to such term in the Agreement. Each reference to "HEREOF", "HEREUNDER",
"HEREIN" and "HEREBY" and each other similar reference and each reference to
"THIS AGREEMENT" and each other similar reference contained in the Agreement
shall, on and as of the Amendment Effective Date, refer to the Agreement as
amended hereby.
SECTION 2. AMENDMENTS.
(a) Section 5.07(a) is amended to read in its entirety as follows:
(a) There is no outstanding liability under Title IV of ERISA with respect
to any Qualified Plan maintained or sponsored by the Company or any ERISA
Affiliate, nor with respect to any Qualified Plan to which the Company or
any ERISA Affiliate contributes or is obligated to contribute, which could
reasonably be expected to have a Material Adverse Effect.
(b) Section 7.02(c) is amended by changing "$750,000,000" to
"$1,000,000,000".
SECTION 3. REPRESENTATIONS OF COMPANY. The Company represents and warrants
that (i) the representations and warranties of the Company set forth in Article
5 of the Agreement will be true on and as of the Amendment Effective Date and
(ii) no Default or Event of Default will have occurred and be continuing on such
date.
SECTION 4. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 5. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 6. EFFECTIVENESS. This Amendment shall become effective as of the
date hereof on the date ("AMENDMENT EFFECTIVE DATE") when the Agent shall have
received from each of the Company and the Majority Banks a counterpart hereof
signed by such party or facsimile or other written confirmation (in form
satisfactory to the Agent) that such party has signed a counterpart hereof.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
GENERAL XXXXX, INC.
By: /s/ Xxxxx X. XxxXxxxxxxxxx
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Name: Xxxxx X. XxxXxxxxxxxxx
Title: Vice President, Treasurer
JPMORGAN CHASE BANK,
as Administrative Agent and as a Bank
By: /s/ X. X. Xxxxxxxx
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Name: B. B. Withrich
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxx-Xxxx Xxxxxxx
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Name: Xxxx-Xxxx Xxxxxxx
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By: /s/ Xxxxxxx XxXxx
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Name: Xxxxxxx XxXxx
Title: Vice President & Manager
BARCLAYS BANK PLC
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Director
CITICORP USA, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Director
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
Title: First Vice President
CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Director
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Assistant Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH
By: /s/ Xxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxx X. Xxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
MELLON BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: First Vice President
SUN TRUST BANK
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Director
UBS AG, STAMFORD BRANCH
By: /s/ Xxxxxxx Xxxxx-XxXxxxxxx
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Name: Xxxxxxx Xxxxx-XxXxxxxxx
Title: Associate Director
Banking Products Services, US
By: /s/ Xxxxxxx X. Saint
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Name: Xxxxxxx X. Saint
Title: Associate Director
Banking Products Services, US
U.S. BANK NATIONAL ASSOC.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President & Senior Banker
