EXHIBIT 10(k)
THIRD AMENDMENT TO TERM LOAN AGREEMENT
THIS THIRD AMENDMENT TO TERM LOAN AGREEMENT (the "AMENDMENT") is
entered into effective as of February 7, 2002, among The Xxxxxxxx Companies,
Inc., a Delaware corporation (the "COMPANY"), Credit Lyonnais New York Branch,
as Administrative Agent (in such capacity, "ADMINISTRATIVE AGENT"), and certain
LENDERS (herein so called) named on SCHEDULE 2.1 (as amended and supplemented
from time to time) of the Term Loan Agreement (as hereinafter defined).
RECITALS
A. The Company, Lenders, Commerzbank AG New York and Cayman Island
Branches, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent,
and Administrative Agent entered into that certain Term Loan Agreement dated as
of April 7, 2000, as modified and amended pursuant to that certain First
Amendment to Term Loan Agreement dated as of August 21, 2000 and that certain
Waiver and Second Amendment to Term Loan Agreement dated as of January 31, 2001
(such Term Loan Agreement, as so modified and amended, herein referred to as the
"TERM LOAN AGREEMENT") which Term Loan Agreement has been further modified by
that certain letter agreement (the "PRIOR WAIVER LETTER"), dated as of November
6, 2000, and that certain Limited Waiver of Term Loan Agreement dated as of July
20, 2001 (the "JULY WAIVER", and together with the Prior Waiver Letter herein
collectively referred to as "EXISTING WAIVERS"). Unless otherwise indicated
herein, all terms used with their initial letter capitalized are used herein
with their meaning as defined in the Term Loan Agreement, and all Section
references are to Sections in the Term Loan Agreement.
B. The Company has requested that the Lenders further modify and amend
certain terms and provisions of the Term Loan Agreement.
C. The Lenders are willing to so modify and amend the Term Loan
Agreement, as requested, in accordance with the terms and provisions set forth
herein and upon the condition that the Company and the Determining Lenders shall
have executed and delivered this Amendment and that the Company shall have fully
satisfied the terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company, Administrative Agent and the Lenders hereby agree, as
follows:
PARAGRAPH 1. AMENDMENT OF SECTION 1.1 OF THE TERM LOAN AGREEMENT.
1.1 DEFINITIONS. SECTION 1.1 of the Term Loan Agreement is hereby
amended, as follows:
(a) The definition of "DEBT" in such SECTION 1.1 is hereby
amended and restated to read in its entirety as follows:
"DEBT" means, in the case of any Person, (i) indebtedness of
such Person for borrowed money, (ii) obligations of such Person
evidenced by bonds, debentures or notes, (iii) obligations of such
Person to pay the deferred purchase price of property or
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services (other than trade payables not overdue by more than 60 days
incurred in the ordinary course of business), (iv) monetary obligations
of such Person as lessee under leases that are, in accordance with
generally accepted accounting principles, recorded as capital leases,
(v) obligations of such Person under guaranties in respect of, and
obligations (contingent or otherwise) to purchase or otherwise acquire,
or otherwise to assure a creditor against loss in respect of,
indebtedness or obligations of others of the kinds referred to in
clauses (i) through (iv) of this definition and (vi) indebtedness or
obligations of others of the kinds referred to in clauses (i) through
(v) of this definition secured by any Lien on or in respect of any
property of such Person; provided, however, that (w) Debt shall not
include any obligations of the Company in respect of the FELINE PACS;
(x) Debt shall not include any obligation under or resulting from any
agreement referred to in paragraph (y) of SCHEDULE I; (y) in the case
of the Company, Debt shall not include any contingent obligation of the
Company relating to indebtedness incurred by any SPV, WCG or a WCG
Subsidiary pursuant to the WCG Structured Financing (except that in the
event that the WCG Refinancing Transaction shall have occurred, then
Debt shall include the aggregate amount of the WCG Structured Financing
for which the Company or any of its Subsidiaries shall have become
directly and primarily liable); and (z) it is the understanding of the
parties hereto that Debt shall not include any monetary obligations or
guaranties of monetary obligations of Persons as lessee under leases
that are, in accordance with GAAP, recorded as operating leases.
(b) The following definition of "FELINE PACS" is hereby
inserted in the alphabetically appropriate location in such SECTION 1.1:
"FELINE PACS" means those certain units, as described in the
Company's prospectus supplement dated January 7, 2002, issued by the
Company in January, 2002 in an aggregate face amount of $1,100,000,000.
(c) The definition of "NET WORTH" in such SECTION 1.1 is
hereby amended and restated to read in its entirety as follows:
"NET WORTH" of any Person means, as of any date of
determination the excess of total assets of such Person over total
liabilities of such Person, total assets and total liabilities each to
be determined in accordance with GAAP; provided, however, that for
purposes of calculating Net Worth, total liabilities shall not include
any obligations of the Company in respect of the FELINE PACS.
(d) The definition of "WCG NOTE" is hereby inserted in the
alphabetically appropriate location in such SECTION 1.1:
"WCG NOTE" means that certain promissory note dated March 28,
2001 issued by WCG to WCG Note Trust, a Delaware business trust, in a
principal amount of $1,500,000,000 with a maturity date of March 31,
2008.
(e) The definition of "WCG REFINANCING TRANSACTION" is hereby
inserted in the alphabetically appropriate location in such SECTION 1.1:
"WCG REFINANCING TRANSACTION" means any transaction or series
of related transactions pursuant to which the Company or any Subsidiary
of the Company becomes directly and primarily liable to the holders of
the WCG Senior Notes for an aggregate
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amount not exceeding the outstanding principal of the WCG Senior Notes,
together with all accrued and unpaid interest thereon, any fees, and
any premiums or make-whole payments payable as a result of a prepayment
or early redemption of the WCG Senior Notes, including, without
limitation, by means of (i) any amendment to the transaction documents
pursuant to which the WCG Senior Notes were issued, (ii) an exchange
offer or tender offer for the WCG Senior Notes or the WCG Note in
consideration for which the Company or any Subsidiary of the Company
issues debt securities of the Company or any Subsidiary of the Company,
(iii) any redemption or repurchase, in whole or in part, of the WCG
Senior Notes by the Company or any Subsidiary of the Company, (iv) any
exercise of the "Share Trust Release Option" as defined in the
transaction documents pursuant to which the WCG Senior Notes were
issued, or (v) the Company or any Subsidiary of the Company making any
payments in respect of the WCG Senior Notes or the WCG Note.
(f) The definition of "WCG REIMBURSEMENT OBLIGATIONS" is
hereby inserted in the alphabetically appropriate location in such SECTION 1.1:
"WCG REIMBURSEMENT OBLIGATIONS" means any obligations of any
WCG Subsidiary in favor of the Company, any Subsidiary of the Company
or the WCG Senior Notes Issuer pursuant to which such WCG Subsidiary
has agreed to pay the Company, any Subsidiary of the Company or the WCG
Senior Notes Issuer an amount equal to or less than the total amount of
the obligations incurred by the Company and/or its Subsidiaries in
connection with the WCG Refinancing Transaction, including, without
limitation, in respect of principal, interest, fees and any premiums or
make-whole payments payable as a result of a prepayment or early
redemption of the WCG Senior Notes.
(g) The definition of "WCG SENIOR NOTES" is hereby inserted in
the alphabetically appropriate location in such SECTION 1.1:
"WCG SENIOR NOTES" means those certain 8.25% Senior Secured
Notes due 2004 in an aggregate principal amount of $1,400,000,000
issued by the WCG Senior Notes Issuer.
(h) The definition of "WCG SENIOR NOTES ISSUER" is hereby
inserted in the alphabetically appropriate location in such SECTION 1.1:
"WCG SENIOR NOTES ISSUER" means, collectively, WCG Note Trust,
a Delaware business trust, and WCG Note Corp., Inc., a Delaware
corporation.
1.2 SECTION 8.7. SECTION 8.7 of the Credit Agreement is hereby amended
by deleting the word "or" at the end of subclause (c) and period at the end of
subclause (d) thereof, inserting in place of the period at the end of subclause
(d) a semicolon and the word "or" and inserting the following new subclause (e)
immediately following the existing subclause (d):
"(e) Xxxxxxxx Pipeline Company, LLC from (1) selling,
conveying or otherwise transferring all or substantially all of its
assets to another Person or (2) merging or consolidating with or into
another Person, in either case, for fair-market value and on
commercially reasonable terms and conditions in the good faith judgment
of the Company."
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1.3 SECTION 8.9. SECTION 8.9 is hereby amended and restated to read in
its entirety as follows:
"8.9 Loans and Advances. The Company shall not make or permit
to remain outstanding or allow any of its Subsidiaries to make or
permit to remain outstanding, any loan or advance to, or own, purchase
or acquire any obligations or debt securities of any WCG Subsidiary,
except that the Company and its Subsidiaries may (i) make and permit to
remain outstanding loans and advances to a WCG Subsidiary existing as
of July 25, 2000 and listed on Exhibit F hereto (and such WCG
Subsidiaries may permit such loans and advances on Exhibit F to remain
outstanding), (ii) purchase or acquire the WCG Senior Notes or the WCG
Note pursuant to the WCG Refinancing Transaction, and (iii) purchase or
acquire and permit to remain outstanding, the WCG Reimbursement
Obligations. Except for those investments in existence on July 25, 2000
and listed on Exhibit F hereof, purchases or acquisitions pursuant to
the WCG Refinancing Transaction and purchases or acquisitions of WCG
Reimbursement Obligations, the Company shall not, and shall not permit
any of its Subsidiaries to, acquire or otherwise invest in any stock or
other equity or other ownership interest in a WCG Subsidiary."
1.4 SECTION 8.13. SECTION 8.13 is hereby amended by deleting the period
at the end of such Section and inserting in its place the following:
"; provided, however, that nothing contained herein shall
prohibit or otherwise restrict the ability of the Company or any
Subsidiary of the Company from incurring liability pursuant to the WCG
Refinancing Transaction."
1.5 SECTION 8.15. SECTION 8.15 is hereby amended by deleting the period
at the end of the last sentence of such Section and inserting in its place the
following:
"; provided, however, that nothing contained herein shall
prohibit or otherwise restrict the ability of the Company or any
Subsidiary of the Company to use the proceeds of any Borrowing to own,
purchase or acquire the WCG Senior Notes pursuant to the WCG
Refinancing Transaction."
PARAGRAPH 2. AMENDMENT EFFECTIVE DATE. This Amendment shall be binding upon all
parties to the Loan Papers on the last day upon which the following has
occurred:
(a) Administrative Agent shall have received a certificate of
the Secretary or Assistant Secretary of the Company as to (i) any
changes (or the absence of changes) since April 7, 2000, to its
certificate of incorporation and its by-laws as of the date hereof,
(ii) the resolutions of the Company authorizing the execution of this
Amendment, and (iii) the names and true signatures of the officers
authorized to execute this Amendment; and
(b) Counterparts of this Amendment shall have been executed
and delivered to Administrative Agent by the Company, Administrative
Agent, and the Determining Lenders or when Administrative Agent shall
have received telecopied, telexed, or other evidence satisfactory to it
that all such parties have executed and are delivering to
Administrative Agent counterparts thereof.
Upon satisfaction of the foregoing conditions, (i) this Amendment shall be
deemed effective on and as of February 7, 2002 (the "AMENDMENT EFFECTIVE DATE").
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PARAGRAPH 3. REPRESENTATIONS AND WARRANTIES. As a material inducement to Lenders
to execute and deliver this Amendment, the Company hereby represents and
warrants to Lenders (with the knowledge and intent that Lenders are relying upon
the same in entering into this Amendment) the following: (a) the representations
and warranties in the Term Loan Agreement and in all other Loan Papers are true
and correct on the date hereof in all material respects, as though made on the
date hereof except to the extent such representations and warranties relate to
an earlier date and except with respect to Section 7.6 of the Term Loan
Agreement for certain class-action lawsuits filed on or after January 29, 2002
alleging fraud and other violations of applicable securities laws; (b) no
Default or Potential Default exists under the Loan Papers; and (c) the terms and
provisions of the FELINE PACS transactions described in PARAGRAPH 1 hereof have
been accurately and completely described herein and in the other documents
provided to the Administrative Agent and the Lenders in connection herewith.
PARAGRAPH 4. MISCELLANEOUS.
4.1 EFFECT ON LOAN DOCUMENTS. The Term Loan Agreement and all related
Loan Papers shall remain unchanged and in full force and effect, except as
provided in this Amendment, and are hereby ratified and confirmed. On and after
the Amendment Effective Date, all references to the "TERM LOAN AGREEMENT" shall
be to the Term Loan Agreement as herein amended. The execution, delivery, and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any Rights of the Lenders under the Term Loan Agreement
or any Loan Papers, nor constitute a waiver under the Term Loan Agreement or any
other provision of the Loan Papers.
4.2 REFERENCE TO MISCELLANEOUS PROVISIONS. This Amendment and the other
documents delivered pursuant to this Amendment are part of the Loan Papers
referred to in the Term Loan Agreement, and the provisions relating to Loan
Papers set forth in SECTION 12 are incorporated herein by reference the same as
if set forth herein verbatim.
4.3 FEES. The Company shall pay (a) to each Lender that shall have
approved this Amendment and shall have delivered to the Administrative Agent a
duly executed counterpart hereof not later than 5:00 p.m. central standard time
on February 8, 2002, a fee equal to 0.25% of each such Lender's respective
Committed Sum, and (b) to each other Lender that shall have approved this
Amendment and shall have delivered a duly executed counterpart hereof not later
than 5:00 p.m. central standard time on February 14, 2002, a fee equal to 0.10%
of each such other Lender's respective Committed Sum.
4.4 COSTS AND EXPENSES. The Company agrees to pay promptly the
reasonable fees and expenses of counsel to Administrative Agent for services
rendered in connection with the preparation, negotiation, reproduction,
execution, and delivery of this Amendment.
4.5 COUNTERPARTS. This Amendment may be executed in a number of
identical counterparts, each of which shall be deemed an original for all
purposes, and all of which constitute, collectively, one agreement; but, in
making proof of this Amendment, it shall not be necessary to produce or account
for more than one such counterpart. It is not necessary that all parties execute
the same counterpart so long as identical counterparts are executed by the
Company, each Determining Lender, and Administrative Agent.
4.6 THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
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CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
Executed as of the date first above written, but effective as of the
Amendment Effective Date.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOLLOW]
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Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
Address for notices
One Xxxxxxxx Center, Suite 5000 THE XXXXXXXX COMPANIES, INC.,
Xxxxx, Xxxxxxxx 00000 a Delaware corporation
Attn: Treasurer
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000 By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Treasurer
With a copy to:
Xxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxxx 00000
Attn: Associate General Counsel
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
1301 Avenue of the Americas CREDIT LYONNAIS NEW YORK BRANCH, as
Xxx Xxxx, Xxx Xxxx 00000 Administrative Agent and as a Lender
By: /s/ Xxxxxxx Wevmuller
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Name: Xxxxxxx Wevmuller
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Title: Senior Vice President
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With a copy to:
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxx XxXxxxxx
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000 XXXXXXXXXXX AG NEW YORK AND GRAND
Xxxxxxx, Xxxxxxx 00000 CAYMAN BRANCHES, as Syndication
Attn: Xxxxx Xxxxxxxx Agent, as a Lender and as a
Telephone: (000) 000-0000 Designating Lender
Facsimile: (000) 000-0000
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Senior Vice President
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With a copy to:
By: /s/ X. X. Xxxx, Xx.
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Holland & Knight Name: X. X. Xxxx, Xx.
0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 0000 ------------------------------
Xxxxxxx, Xxxxxxx 00000 Title: Asst. Vice President
Attn: Xx. Xxxxxx Xxxxxx -----------------------------
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
FOUR WINDS FUNDING CORPORATION, as a
Designated Lender
By COMMERZBANK AKTIENGESELLCHAFT, as
Administrator and Attorney-in-Fact
By:
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Name:
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Title:
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By:
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Name:
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Title:
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000 THE BANK OF NOVA SCOTIA,
Xxxxxxx, Xxxxx 00000 as Documentation Agent and as a
Attn: Xxx Latanzie Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: /s/ M. D. Xxxxx
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Name: M. D. Xxxxx
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Title: Agent, Operations
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
0000 00xx Xxxxxx, XX, Xxxxx 000 XXX XXXXX INTERNATIONAL BANK INC.,
Xxxxxxxxxx, XX 00000 as a Lender
Attn: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Vice President
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By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: Executive Vice President
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
000 Xxxx Xxxxxx Xxxxx XXXX POLSKA KASA OPIEKI S.A.,
00xx Xxxxxx, 00xx Xxxxx as a Lender
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx El-Xxxxx
Telephone: (000) 000-0000 By: /s/ Hussein B. El-Xxxxx
Facsimile: (000) 000-0000 --------------------------------
Name: Hussein B. El-Xxxxx
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Title: Vice President
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
Strong Capital Management STRONG ADVANTAGE FUND, INC.
000 Xxxxxxxx Xxxxxxx as a Lender
Xxxxxxxxx Xxxxx, Xxxxxxxxx 00000
Attn: Xxx Xxxx
Telephone: (000) 000-0000 By: /s/ Xxxxxxx X. Xxxxxxxxx, III
Facsimile: (000) 000-0000 --------------------------------
Name: Xxxxxxx X. Xxxxxxxxx, III
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Title: Associate Counsel
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
c/o XX Xxxxxx Xxxxx XXXXX XXX COMMERCIAL BANK, LTD., NEW
4 Chase MetroTech Center YORK BRANCH, as a Lender
20th Floor (West)
Xxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxx By: /s/ Ming-Xxxxx Xxx
Telephone: (000) 000-0000 --------------------------------
Facsimile: (000) 000-0000 Name: Ming-Xxxxx Xxx
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Title: VP & General Manager
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With a copy to:
c/o XX Xxxxxx Xxxxx
0 Xxxxx XxxxxXxxx Center
20th Floor (West)
Xxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
00000 Xxxxxxxx, 00xx Xxxxx THE DAI-ICHI KANGYO BANK, LTD., as a
Xxx Xxxx, Xxx Xxxx 00000 Lender
Attn: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000 By: /s/ Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000 --------------------------------
Name: Xxxxxxx Xxxxxx
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Title: Account Officer
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With a copy to:
00000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
00 Xxxxxxx Xxxxxx, 00xx Xxxxx FIRST COMMERCIAL BANK - XXX XXXX
Xxx Xxxx, Xxx Xxxx 00000 AGENCY, as a Lender
Attn: Xxx Xxxx
Telephone: (000) 000-0000 By:
Facsimile: (000) 000-0000 --------------------------------
Name:
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Title:
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
000 Xxxxxxx Xxxxxx, 21st Floor GULF INTERNATIONAL BANK,
New York, New York 10017 as a Lender
Attn: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Vice President
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By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: EVP & Branch Manager
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
000 Xxxxxxx Xxxxxx, Xxxxx 00000 XXX XXX COMMERCIAL BANK, LTD.,
Xxx Xxxx, Xxx Xxxx 00000 as a Lender
Attn: Xxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: /s/ Xxx-Xxxx Xxxxx
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Name: Xxx-Xxxx Xxxxx
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Title: SVP & General Manager
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
000 Xxxx 00xx Xxxxxx, 00xx Floor BAYERISCHE HYPO-UND
New York, New York 10017 VEREINSBANK AG, NEW YORK
Attn: Xxxxx Xxxxxx BRANCH, as a Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
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Title: Director
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By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Director
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxxxx 0000 KBC BANK N.V., as a Lender
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxxxxx
Telephone: (000) 000-0000 By: /s/ Xxxxxx Xxxxxxxx
Facsimile: (000) 000-0000 --------------------------------
Name: Xxxxxx Xxxxxxxx
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Title: First Vice President
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By: /s/ Xxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Vice President
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With a copy to:
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
Xxxxxx Xxxxxxx 00-00 XXXXXXXXXX RHEINLAND-PFALZ,
Mainz, Germany 55098 GIROZENTRALE,
Attn: Xxxxxx Xxxxxxx as a Lender
Telephone: (000) 00-00-00-000000
Facsimile: (000) 00-00-00-000000
By:
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Name:
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Title:
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By:
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Name:
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Title:
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
Ursulinenstra(beta)e 2 LANDESBANK SAAR XXXXXXXXXXXX,
00000 Xxxxxxxxxxx, Xxxxxxx as a Lender
Attn: Xxxx Xxxxxxxx
Telephone: (000) 00-000-000-0000
Facsimile: (000) 00-000-000-0000 By:
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Name:
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Title:
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By:
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Name:
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Title:
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
Martensdamm 0 XXXXXXXXXX XXXXXXXXX-XXXXXXXX
Xxxx, Xxxxxxx 00000 GIROZENTRALE, as a Lender
Attn: Xxxxxxx Xxxxxxx
Telephone: (000) 00-000-000-0000
Facsimile: (000) 00-000-000-0000 By: /s/ Xx. Xxxxxxx Xxxxxx
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Name: Xx. Xxxxxxx Xxxxxx
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Title: Vice President
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By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Assistant Vice President
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 LAND BANK OF TAIWAN, LOS ANGELES
Xxx Xxxxxxx, Xxxxxxxxxx 00000 BRANCH, as a Lender
Attn: Xxxxxxxx Xxx
Telephone: (000) 000-0000 By:
Facsimile: (000) 000-0000 --------------------------------
Name:
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Title:
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
0000 Xxxx 00xx Xxxxxx, Xxxxx 000 LOCAL OKLAHOMA BANK, N.A.,
Xxxxx, Xxxxxxxx 00000 as a Lender
Attn: Elisabeth Blue
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: /s/ Xxxxxxxxx X. Blue
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Name: Xxxxxxxxx X. Blue
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Title: Senior Vice President
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
000 Xxxx Xxxxxx, 00xx Xxxxx NATIONAL BANK OF KUWAIT, S.A.K.,
Xxx Xxxx, Xxx Xxxx 00000 GRAND CAYMAN BRANCH, as a
Attn: Xxxxx Xxxxxxxxx Lender
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By: /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
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Title: General Manager
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By: /s/ Xxxxxx X. XxXxxxx
---------------------------------
Name: Xxxxxx X. XxXxxxx
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Title: Executive Manager
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
0000 Xxxxx Xxxxxx, Xxxxx 0000 BNP PARIBAS, as a Lender
Xxxxxxx, Xxxxx 00000
Attn: Xxxx Xxx
Telephone: (000) 000-0000 By: /s/ Xxxxx X. Xxxxxx
Facsimile: (000) 000-0000 --------------------------------
Name: Xxxxx X. Xxxxxx
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Title: Managing Director
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By: /s/ Xxxx Xxxxxxxx
With a copy to: --------------------------------
Name: Xxxx Xxxxxxxx
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Title: Vice President
0000 Xxxxx Xxxxxx, Xxxxx 0000 -----------------------------
Xxxxxxx, Xxxxx 00000
Attn: Xxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
000 Xxxxxxxxxxx THE ROYAL BANK OF SCOTLAND PLC,
Xxxxxx, Xxxxxxx XX0X 0XX as a Lender
Attn: Xxxx Xxxxxxx
Telephone: (000) 00-000-000-0000
Facsimile: (000) 00-000-000-0000 By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Senior Vice President
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With a copy to:
XX Xxxxxx Chase Towers
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
000 Xxxx Xxxxxx, 0xx Xxxxx XXXXXXXX MITSUI BANKING
Xxx Xxxx, Xxx Xxxx 00000 CORPORATION, as a Lender
Attn: Xxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: /s/ C. Xxxxxxx Xxxxxxx
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Name: C. Xxxxxxx Xxxxxxx
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Title: Senior Vice President
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With a copy to:
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
0000 XxXxxxxx Xxxxxx, Xxxxx 0000 THE INDUSTRIAL BANK OF JAPAN,
Xxxxxxx, Xxxxx 00000 LIMITED, NEW YORK BRANCH, as a
Attn: Xxxx Xxxxxxxxx Lender
Telephone: (000) 000-0000 x000
Facsimile: (000) 000-0000 By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Senior Vice President,
Houston Office
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
Signature Page to that certain Third Amendment to Term Loan Agreement
dated effective as of February 7, 2002, among The Xxxxxxxx Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, and certain Lenders named therein.
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx XXXXXX FINANCIAL OF JAPAN, as a
Xxx Xxxx, Xxx Xxxx 00000 Lender
Attn: Xxxxxxx Xxxxxxx
Telephone: (000) 000-0000 By:
Facsimile: (000) 000-0000 --------------------------------
Name:
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Title:
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[SIGNATURE PAGE TO THIRD AMENDMENT
TO TERM LOAN AGREEMENT]
