EXHIBIT 99.2
AMENDMENT NO. 3 TO 364-DAY CREDIT AGREEMENT
AMENDMENT dated as of August 26, 2002 to the 364-Day 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"),
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, 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, after the Amendment Effective Date, refer to the Agreement as
amended hereby.
Section 2. Amendments
(a) The definition of Ratio of Earnings to Fixed Charges in Section
1.01 is amended by adding the following proviso at the end of the first sentence
thereof:
; PROVIDED further that for any period which includes one or more of
the fiscal quarters ended November 25, 2001, February 24, 2002 and May
26, 2002, such computation shall be adjusted to exclude the effect of
unusual items in the amounts of $109 million, $39 million and $57
million, respectively, for such fiscal quarters.
(b) The first sentence of Section 7.06 is amended to read as follows:
The Company shall not permit its Ratio of Earnings to Fixed Charges as
determined for any period of four (4) consecutive fiscal quarters of
the Company to be less than (i) for any such period ending on or prior
to May 26, 2002 or on or after May 25, 2003, 2.5 to 1.0; (ii) for any
such period ending on August 25, 2002 or November 24, 2002, 2.0 to 1.0
and (iii) for such period ending on February 23, 2003, 2.25 to 1.0.
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 XxxXxxxxxxxxx
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Name: Xxxxx XxxXxxxxxxxxx
Title: Vice President and Treasurer
JPMORGAN CHASE BANK,
as Administrative Agent and as a Bank
By: /s/ X. X. Xxxxxxxx
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Name: X. X. Xxxxxxxx
Title: Vice President
BARCLAYS BANK PLC
By: /s/ L. Xxxxx Xxxxxx
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Name: L. Xxxxx Xxxxxx
Title: Director
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Director
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
CITICORP USA, INC.
By: /s/ Xxxxx Xxxxxxxxxx Xxxxx
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Name: Xxxxx Xxxxxxxxxx Xxxxx
Title: Managing Director
DEUTSCHE BANK AG NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By: /s/ Xxxxxxx X. XxXxxxx
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Name: Xxxxxxx X. XxXxxxx
Title: Director
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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
ABN AMRO BANK, N.V.
By: /s/ W. Xxxxxxx Xxxxx
---------------------------------------
Name: W. Xxxxxxx Xxxxx
Title: Senior Vice President
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
BNP PARIBAS
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
By: /s/ Xxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxx X. Xxxxxx
Title: Director
CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
Title: First Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxxx Xxxxx X. Xxxxxxx
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Name: Xxxxxx Xxxxx X. Xxxxxxx
Title: Vice President
HSBC BANK USA
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: First Vice President
MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
SUNTRUST BANK
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
XXXXX FARGO BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Van Metre
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Name: Xxxxx X. Van Metre
Title: Vice President and Senior Banker
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President
XXXXXXX XXXXX BANK USA
By: /s/ D. Xxxxx Xxxxx
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Name: D. Xxxxx Xxxxx
Title: Senior Credit Officer
BANCA HAPOALIM B.M.
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Vice President
By: /s/ Lewroy Xxxxxxx
---------------------------------------
Name: Lewroy Xxxxxxx
Title: Vice President
BANCA NAZIONALE DEL LAVORO, SPA,
NEW YORK BRANCH
By: /s/ Xxxxxxxxx XxXxxxx
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Name: Xxxxxxxxx XxXxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK
By: /s/ Xxxx-Xxxx Xxxxxxx
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Name: Xxxx-Xxxx Xxxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
UFJ BANK, LIMITED
By: /s/ Xxx X. Xxxxxxx
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Name: Xxx X. Xxxxxxx
Title: Vice President
MIZUHO CORPORATE BANK, LTD. As
Successor to THE FUJI BANK, LIMITED and
THE DAI-ICHI KANGYO BANK
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President & Group Head
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By: /s/ W. Xxxxxx X. Xxxxx
---------------------------------------
Name: W. Xxxxxx X. Xxxxx
Title: Managing Director
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
