Exhibit 10.2
EXECUTION
WORLD COLOR PRESS, INC.
SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
This SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is dated as of November 23, 1998 and entered into
by and among WORLD COLOR PRESS, INC., a Delaware corporation ("Company"), the
Lenders party to the Credit Agreement referred to below on the date hereof (the
"Lenders") that are party hereto, and BANKERS TRUST COMPANY, as Administrative
Agent, and, for purposes of Section 6 hereof, THE SUBSIDIARIES OF COMPANY LISTED
ON THE SIGNATURE PAGES HERETO (each a "Guarantor" and collectively, the
"Guarantors"). All capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement (as defined
below).
RECITALS
WHEREAS, Company, the Lenders, BancAmerica Securities, Inc., as
Syndication Agent, Citibank, N.A. ,as Documentation Agent and Bankers Trust
Company, as Administrative Agent, are parties to that certain Second Amended and
Restated Credit Agreement dated as of June 6, 1996, as amended or modified by
that certain First Amendment to Second Amended and Restated Credit Agreement
dated as of June 10, 1996, as further amended or modified by that certain
Limited Waiver, Consent and Second Amendment to Second Amended and Restated
Credit Agreement dated as of June 9, 1997, as further amended or modified by
that certain Third Amendment to Second Amended and Restated Credit Agreement
dated as of June 27, 1997, as further amended or modified by that certain
Limited Waiver, Consent and Fourth Amendment to Second Amended and Restated
Credit Agreement dated as of September 29, 1997, as further amended or modified
by that certain Fifth Amendment to Second Amended and Restated Credit Agreement
dated as of June 4, 1998, and as further amended or modified by that certain
Sixth Amendment to Second Amended and Restated Credit Agreement dated as of
November 11, 1998 (as so amended and modified, the "Credit Agreement").
WHEREAS, Company has incurred $300,000,000 of Subordinated
Indebtedness pursuant to the issuance of new 8 3/8% senior subordinated notes, a
portion of the proceeds of such issuance has been allocated to refinance all of
the outstanding Senior Subordinated Notes and the Company has given notice for
the redemption of the Senior Subordinated notes;
WHEREAS, as the Senior Subordinated Notes will not be redeemed in
full until after December 27, 1998, the last day of Company's fourth Fiscal
Quarter,
Company is requesting that (i) Requisite Lenders hereby agree that the Senior
Subordinated Notes shall not, and shall not be deemed to, constitute
Indebtedness for the purposes of the calculation of the Leverage Ratio for
subsection 6.6B of the Credit Agreement as of December 27, 1998, the last day of
Company's fourth Fiscal Quarter; provided that the Senior Subordinated Notes
shall be redeemed on or before January 15, 1999 and (ii) to the extent Company
elects to defease the Senior Subordinated Notes, Requisite Lenders hereby agree
that the Company may make such defeasance;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1
AMENDMENTS AND CONSENTS
Requisite Lenders hereby agree that (i) the Senior Subordinated
Notes shall not, and shall not be deemed to, constitute Indebtedness for the
purposes of the calculation of the Leverage Ratio for subsection 6.6B of the
Credit Agreement as of December 27, 1998, the last day of Company's fourth
Fiscal Quarter; provided that the Senior Subordinated Notes shall be redeemed on
or before January 15, 1999 and (ii) to the extent Company elects to defease the
Senior Subordinated Notes, Company may make such defeasance.
SECTION 2
LIMITATION OF AMENDMENTS
Without limiting the generality of the provisions of subsection 9.7
of the Credit Agreement, the amendments and consents set forth above shall be
limited precisely by their terms, shall not have any force or effect with
respect to any other matter except as expressly provided above, and nothing in
this Amendment shall be deemed to:
(a) constitute a waiver or modification of any other term, provision
or condition of the Credit Agreement or any other instrument or agreement
referred to therein; or
(b) prejudice any right or remedy that Administrative Agent or any
Lender may now have (except to the extent such right or remedy was based
upon existing defaults that will not exist after giving effect to this
Amendment) or may have in the future under or in connection with the
Credit Agreement or any other instrument or agreement referred to therein.
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Except as expressly set forth herein, the terms, provisions and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and in all other respects are hereby ratified and
confirmed.
SECTION 3
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective only upon the satisfaction of
all of the following conditions precedent (the date of satisfaction of such
conditions being referred to herein as the "Seventh Amendment Effective Date"):
A. On or before the Seventh Amendment Effective Date, Company and the
Guarantors shall have delivered to Administrative Agent executed copies of this
Amendment.
B. On or before the Seventh Amendment Effective Date, Administrative Agent
and Requisite Lenders shall have delivered to Administrative Agent an executed
original or telefacsimile of a counterpart of this Amendment or shall have
orally confirmed to Administrative Agent that such Lender agreed to all of the
terms and conditions of this Amendment, as set forth herein.
SECTION 4
COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender as of the date hereof, as of the Seventh Amendment
Effective Date that the following statements are true, correct and complete:
A. Corporate Power and Authority. Company has all requisite corporate
power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "Amended Agreement").
B. Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of Company.
C. No Conflict. The execution and delivery by Company of this Amendment
and the performance by Company of the Amended Agreement do not and will not (i)
violate any provision of any law or any governmental rule or regulation
applicable to Company or any of its Subsidiaries, the Certificate or Articles of
Incorporation or Bylaws of Company or any of its Subsidiaries or any order,
judgment or decree of any court or other agency of government binding on Company
or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a
3
default under any Contractual Obligation of Company or any of its Subsidiaries,
(iii) result in or require the creation or imposition of any Lien upon any of
the properties or assets of Company or any of its Subsidiaries (other than Liens
created under any of the Loan Documents in favor of Administrative Agent on
behalf of Lenders), or (iv) require any approval of stockholders or any approval
or consent of any Person under any Contractual Obligation of Company or any of
its Subsidiaries, except for such approvals which will be obtained on or before
the Effective Date and disclosed in writing to Lenders.
D. Governmental Consents. The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement do not and
will not require any registration with, consent or approval of, or notice to, or
other action to, with or by, any federal, state or other governmental authority
or regulatory body.
E. Binding Obligation. This Amendment has been duly executed and delivered
by Company and, when executed and delivered, this Amendment and the Amended
Agreement will be the legally valid and binding obligations of Company,
enforceable against Company in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.
F. Incorporation of Representations and Warranties From Credit Agreement.
The representations and warranties contained in Section 4 of the Credit
Agreement are and will be true, correct and complete in all material respects to
the same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.
G. Absence of Default. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.
SECTION 5
MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
(i) On and after the Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of
like import referring to the Credit Agreement, and each reference in the
other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or
words of like
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import referring to the Credit Agreement shall mean and be a reference to
the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall not,
except as expressly provided herein, constitute a waiver of any provision
of, or operate as a waiver of any right, power or remedy of Agent or any
Lender under, the Credit Agreement or any of the other Loan Documents.
B. Fees and Expenses. Company acknowledges that all costs, fees and
expenses as described in subsection 9.3 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.
C. Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts; Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment (other than the provisions of Sections 1
hereof, the effectiveness of which is governed by Section 3 hereof) shall become
effective upon the execution of a counterpart hereof by Company, Requisite
Lenders, Syndication Agent, Distribution Agent and Administrative Agent and
receipt by Company and Administrative Agent of written or telephonic
notification of such execution and authorization of delivery thereof.
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SECTION 6
ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each Guarantor hereby acknowledges that it has read this Amendment and
consents to the terms thereof and further hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of such
Guarantor under the Guaranty and the other Loan Documents to which such
Guarantor is a party shall not be impaired or affected and the Guaranty and such
other Loan Documents are, and shall continue to be, in full force and effect and
is hereby confirmed and ratified in all respects.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
WORLD COLOR PRESS, NC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
THE XXXXXX COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
XXXXXX LITHOTECH, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
CENTRAL FLORIDA PRESS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
NORTHEAST GRAPHICS INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
S-1
THE XXXXXX COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
IMAGE TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
XXXX COMMUNICATIONS COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
XXXXXXX ACQUISITION CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
KRI, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
RAI, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
S-2
BCK 140 PARTNERSHIP
By: World Color Press, Inc.,
its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
By: The Xxxxxx Companies, Inc.,
its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
WORLD COLOR BOOK SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
THE XXXXXXX & XXXXXX CO.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
XXXXXXX & XXXXXX ENTERPRISES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
MAGNA-GRAPHIC, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
S-3
TACONIC HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
CENTURY GRAPHICS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
XXXXX ROAD PROPERTIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
LA-GNIAPPE ADVERTISING, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
LA-GNIAPPE INSERTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
DB ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
S-4
XXXXXXX BROTHERS, INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
ACME PRINTING COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Treasurer
S-5
BANKERS TRUST COMPANY,
individually as a Lender and as Administrative
Agent and as Collateral Agent
By: /s/ Xxxx Xx Xxxxx
-------------------------------------
Name: XXXX XX XXXXX
Title: ASSISTANT VICE PRESIDENT
S-6
BANK OF AMERICA NT & SA,
as a Lender
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: XXXX X. XXXXXXXX
Title: MANAGING DIRECTOR
S-7
CITIBANK, N.A.,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: XXXXXXX X. XXXXXXX
Title: Attorney-In-Fact
S-8
ABN AMRO BANK, N.V., NEW YORK BRANCH, as
Lender
By: ABN AMRO BANK, NV.
as Agent
By: /s/ Xxxxxx X. Dry
-------------------------------------
Xxxxxx X. Dry
Senior Vice President
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Xxxxxx Xxxxxx
Vice President
S-9
BANK OF MONTREAL,
as Lender
By: /s/ Jordan Fragiacono
-------------------------------------
Name: Jordan Fragiacono
Title: Director
X-00
XXX XXXX XX XXXX XXXXXX
as Lender
By: /s/ J. Xxxx Xxxxxxx
-------------------------------------
Name: J. XXXX XXXXXXX
Title: AUTHORIZED SIGNATORY
S-11
BANK OF SCOTLAND,
as Lender
By: /s/ Xxxxx Xxxx Tat
-------------------------------------
Name: XXXXX XXXX TAT
Title: SENIOR VICE PRESIDENT
S-12
BANK OF TOKYO - MITSUBISHI TRUST COMPANY, as
Lender
By: /s/ Xxxxxxxx Xxxxxxxx
-------------------------------------
Name: XXXXXXXX XXXXXXXX
Title: VICE PRESIDENT
S-13
PARIBAS,
as Lender
By: /s/ Xxxx X. XxXxxxxxx
-------------------------------------
Name: Xxxx X. XxXxxxxxx III
Title: Vice President
By:
-------------------------------------
Name:
Title:
S-14
CIBC, INC., as Lender
By: /s/ Xxx Xxxxx
-------------------------------------
Name: XXX XXXXX
Title: EXECUTIVE DIRECTOR
CIBC Xxxxxxxxxxx Corp., AS AGENT
S-15
FLEET NATIONAL BANK,
as Lender
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: SVP
S-16
THE FUJI BANK, LIMITED, NEW YORK BRANCH,
as Lender
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President & Manager
S-17
THE INDUSTRIAL BANK OF JAPAN, LTD., as
Lender
By: /s/ Takuya Honjo
-------------------------------------
Name: TAKUYA HONJO
Title: SENIOR VICE PRESIDENT
S-18
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
as Lender
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President &
Team Leader
S-19
PNC BANK, NATIONAL ASSOCIATION
as Lender
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
S-20
THE SANWA BANK, LIMITED,
as Lender
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------------
Name: XXXXXXX XXXXXXXX
Title: Vice President
S-21
BANKBOSTON, N.A. (formerly know as The First
National Bank of Boston), as Lender
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
S-22
CREDIT SUISSE FIRST BOSTON (formerly known as
Credit Suisse), as Lender
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Name: XXXXX X. XXXXXX
Title: VICE PRESIDENT
By: /s/ Xxxxxxx Xxxxx
-------------------------------------
Name: XXXXXXX XXXXX
Title: ASSOCIATE
S-23
THE DAI-ICHI KANGYO BANK, LTD.,
as Lender
By: /s/ Xxxxxxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
X-00
XXXXXXXX XXXX XX, XXX XXXX AND GRAND
CAYMAN BRANCHES,
as Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: XXXXX X. XXXXX
Title: First Vice President
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Treasurer
S-25
THE SAKURA BANK, LIMITED, as Lender
By: /s/ Xxxxxxxxx Xxxxxx
-------------------------------------
Name: XXXXXXXXX XXXXXX
Title: Vice President
S-26
THE SUMITOMO BANK, LIMITED, NEW YORK
BRANCH, as Lender
By: /s/ Xxxxxx X. Tata
-------------------------------------
Name: XXXXXX X. TATA
Title: Senior Vice President
S-27
BANK POLSKA KASA OPIEKI S.A.
PEKAO S.A. GROUP, NEW YORK BRANCH
By: /s/ Hussein B. El-Xxxxx
-------------------------------------
Name: Hussein B. El-Xxxxx
Title: Vice President
S-28
THE TOKAI BANK, LTD., NEW YORK BRANCH, as Lender
By: /s/ Xxxxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Assistant General Manager
X-00
XXXXXX XXXX XXX XXX XXXX BRANCH
as Lender
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Name: XXXXX XXXXXX
Title: VICE PRESIDENT
By: /s/ Xxxxxxxx Xxxxxxxx
-------------------------------------
Name XXXXXXXX XXXXXXXX
Title VICE PRESIDENT
X-00
XXXXXXXXXX XXXX-XXX XXXXXXXXXXX XX,
XXX XXXX BRANCH, as Lender
By: /s/ Xxxx Xxxx
---------------------------
Name: Xxxx Xxxx
Title: Associate Director
By: /s/ Xxxx Xxxxxxx
---------------------------
Name: Xxxx Xxxxxxx
Title: [Illegible] Director
X-00
XXX XXXX XX XXX XXXX
as Lender
By: /s/ Xxx Xxxxxxx
-------------------------------------
Name: Xxx X. Xxxxxxx Xx.
Title: Vice President
S-32
FIRST UNION NATIONAL BANK,
as Lender
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
S-33
ERSTE DER OESTERREICHI SCHEN SPARKASSEN AG, as
Lender
By: /s/ Xxxx Xxxxxxxxxx
-------------------------------------
Name: XXXX XXXXXXXXXX
Title: Vice President
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: XXXX X. XXXXXXX
Title: FIRST VICE PRESIDENT
S-34
BANK LEUMI TRUST COMPANY NEW YORK,
as Lender
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
S-35
CREDIT AGRICOLE INDOSUEZ,
as Lender
By: Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: FVP
By: /s/ Xxxx XxXxxxx
-------------------------------------
Name: Xxxx XxXxxxx
Title: VP, TL.
S-36
XXXXXX COMMERCIAL PAPER INC.,
as Lender
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
S-37
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
as Lender
By: /s/ Xxxxxxx X. XxXxxxxxxx
-------------------------------------
Name: Xxxxxxx X. XxXxxxxxxx
Title: Principal
S-38
THE TOYO TRUST AND BANKING CO. LTD.,
as Lender
By: /s/ X. Xxxxxx
-------------------------------------
Name: X. Xxxxxx
Title: Vice President
S-39
ALLIED IRISH BANKS PLC, CAYMAN ISLANDS
BRANCH, as Lender
By: /s/ X. X. Xxxxxxxxxx
-------------------------------------
Name: X. X. Xxxxxxxxxx
Title: SVP
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: XXXXXX XXXXXX
Title: V.P.
S-40
GULF INTERNATIONAL BANK B.S.C,
as Lender
By: /s/ Abdel-Fattah Tahoun
-------------------------------------
Name: Abdel-Fattah Tahoun
Title: Senior Vice President
By: /s/ Xxxxxx X. Xxxxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
S-41
THE MITSUI TRUST AND BANKING COMPANY,
LIMITED, as Lender
By:
-------------------------------------
Name:
Title:
S-42
STB DELAWARE FUNDING TRUST I, as Lender
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
S-43
