AMENDMENT NO. 2 TO CREDIT AGREEMENT
Exhibit 10.1
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of May 11, 2007 (this “Amendment”), among WEST
CORPORATION, a Delaware corporation (the “Borrower”), OMNIUM WORLDWIDE, INC., a Nebraska
corporation (“Omnium”), and XXXXXX COMMERCIAL PAPER INC., as Administrative Agent (in such
capacity, the “Administrative Agent”).
PRELIMINARY STATEMENTS
A. The Borrower, each lender from time to time party thereto (the “Lenders”) and the
Administrative Agent have entered into a Credit Agreement, dated as of October 24, 2006 (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
B. The Borrower and the applicable Subsidiary Borrowers desire to, among other things, borrow
$135,000,000 of incremental term loans (the “Incremental Term Loans”) as part of the same tranche
as the Term B-2 Loans outstanding immediately prior to the Amendment No. 2 Effective Date (as
defined below) on the terms and conditions set forth herein.
C. The Borrower and the applicable Subsidiary Borrowers have requested that the Incremental
Term Loan Lenders (as defined below) make commitments to provide the Incremental Term Loans on the
terms and conditions set forth herein.
D. The Administrative Agent has agreed, subject to the terms and conditions hereinafter set
forth, to amend the Credit Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties
hereto hereby agree as follows:
SECTION 1. Definitions. Capitalized terms not otherwise defined in this Amendment
have the same meanings as specified in the Credit Agreement.
SECTION 2. Amendments to Credit Agreement. Effective as of the Amendment No. 2
Effective Date, and subject to the terms and conditions set forth herein, the Credit Agreement is
hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is amended by adding in the appropriate alphabetical
order the following new definitions:
“Amendment No. 2” means Amendment No. 2 to this Agreement, dated as of May 11, 2007,
among the Borrower, Omnium, and the Administrative Agent.
“Amendment No. 2 Effective Date” has the meaning specified in Amendment No. 2.
“Incremental Term Loan Commitments” means, as to each Incremental Term Loan Lender, its
obligation to make Incremental Term Loans on the Amendment No. 2 Effective Date to the
Borrower and the applicable Subsidiary Borrowers pursuant to Section 2.01(a)(iv) in an
aggregate amount not to exceed the amount set forth in such Incremental Term Loan Lender’s
Lender Addendum delivered by such Incremental Term Loan Lender on the Amendment No. 2
Effective Date as provided in Amendment No. 2, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement. The aggregate Incremental Term Loan
Commitments of all Incremental Term Loan Lenders on the Amendment No. 2 Effective Date
is $135,000,000.
“Incremental Term Loan Lender” has the meaning specified in Amendment No. 2.
“Incremental Term Loan” has the meaning specified in the preliminary statements of
Amendment No. 2.
“Omnium” means Omnium Worldwide, Inc., a Nebraska corporation.
(b) Section 1.01 of the Credit Agreement is hereby amended by amending and restating in their
entirety the definitions of “Designated Amount”, “Lender Addendum”, “Responsible Officer”, “Term
B-2 Borrowing”, “Term B-2 Lender”, “Term B-2 Loan” and “Term Commitment” to read, respectively, as
follows:
“Designated Amount” means (i) with respect to the Borrower and each of the Subsidiary
Borrowers (other than CenterPost Communications, Inc., a Delaware corporation
(“CenterPost”), InterCall, Inc., a Delaware corporation (“InterCall”), InPulse Response
Group, Inc., an Arizona corporation (“InPulse”), Intrado Inc., a Delaware corporation
(“Intrado”), Ringer Acquisition Corp., a Delaware corporation (“RAC”), West Asset
Management, Inc., a Delaware corporation (“WAM”), West Direct, Inc., a Delaware corporation
(“WDI”), West Interactive Corporation, a Delaware corporation (“West Interactive”), West
Business Services, LP, a Delaware limited partnership (“WBS”), West Telemarketing, LP, a
Delaware limited partnership (“West Telemarketing”) and Omnium), $430,500,000, (ii) with
respect to CenterPost, $21,000,000, (iii) with respect to InPulse, $45,500,000, (iv) with
respect to InterCall, $684,000,000, (v) with respect to Intrado, $439,000,000, (vi) with
respect to RAC, $133,600,000, (vii) with respect to WAM, $107,000,000, (viii) with respect
to WDI, $25,600,000, (ix) with respect to West Interactive, $118,700,000, (x) with respect
to WBS, $134,900,000, (xi) with respect to West Telemarketing, $125,200,000 and (xii) with
respect to Omnium, $135,000,000.
“Lender Addendum” means, with respect to any applicable Lender, (i) a Lender Addendum,
substantially in the form of Exhibit K, executed and delivered by such Lender on the Closing
Date as provided in Section 10.23, (ii) a Lender Addendum, substantially in the form of
Annex D to Amendment No. 1, executed and delivered by such Lender on the Amendment No. 1
Effective Date as provided in Amendment No. 1 or (iii) a Lender Addendum, substantially in
the form of Annex B to Amendment No. 2, executed and delivered by such Lender on the
Amendment No. 2 Effective Date as provided in Amendment No. 2.
“Responsible Officer” means the chief executive officer, president, vice president,
chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan
Party and, as to any document delivered on the Closing Date, the Amendment No. 1 Effective
Date or the Amendment No. 2 Effective Date, any secretary or assistant secretary of a Loan
Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such Responsible Officer
shall be conclusively presumed to have acted on behalf of such Loan Party.
“Subsidiary Borrowers” means (i) the Restricted Subsidiaries of the Borrower set forth
on Schedule 1.01G, and (ii) effective as of the Amendment No. 2 Effective Date, Omnium.
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“Term B-2 Borrowing” means a borrowing consisting of simultaneous Term B-2 Loans of the
same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made
by each of the Term B-2 Lenders pursuant to Section 2.01(a)(ii), (iii) or (iv).
“Term B-2 Lender” means, at any time, any Lender that has a Term B-2 Commitment, an
Incremental Term Loan Commitment or a Term B-2 Loan.
“Term B-2 Loan” means (a) a Loan received in exchange for Existing Term Loans pursuant
to Section 2.01(a)(ii) or (b) any Loan made pursuant to Section 2.01(a)(iii) or (iv).
“Term Commitment” means any Term B-2 Commitment or Incremental Term Loan Commitment.
(c) Section 2.01(a) of the Credit Agreement is hereby amended by (i) renumbering the existing
clause (iv) and (v) thereof as clauses (v) and (vi), respectively, (ii) adding the following a new
clause (iv) thereof:
“(iv) Incremental Term Loan Borrowings. Each Incremental Term Loan Lender severally
agrees to make to the Borrower and the applicable Subsidiary Borrowers Incremental Term
Loans denominated in Dollars on the Amendment No. 2 Effective Date in an aggregate amount
not to exceed the amount set forth in such Incremental Term Loan Lender’s Lender Addendum
delivered by such Incremental Term Loan Lender on the Amendment No. 2 Effective Date as
provided in Amendment No. 2, as applicable, as such amount may be adjusted from time to time
in accordance with this Agreement.”
and (iii) adding the following as a new clause (vii) thereof:
“(vii) On and after the Amendment No. 2 Effective Date, all Incremental Term Loans
shall have the same terms, rights and benefits as the Term B-2 Loans outstanding immediately
prior to the Amendment No. 2 Effective Date under the Loan Documents, except as expressly
modified by Amendment No. 2.”
(d) Section 2.07(a) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
“(a) Term Loans. Each of the Borrower and the Subsidiary Borrowers shall, jointly and
severally, repay to the Administrative Agent for the ratable account of the Term Lenders (i)
on the last Business Day of each March, June, September and December, commencing with the
first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal
to 0.25% of the aggregate amount of all Term Loans (which shall be allocated among them
ratably in accordance with the Designated Amounts) outstanding on the Amendment No. 2
Effective Date (which payments shall be reduced as a result of the application of
prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on
the Maturity Date for the Term Loans, the aggregate principal amount of all Term Loans
outstanding on such date.”
(e) Section 2.08 of the Credit Agreement is hereby amended by adding at the end thereof the
following new clause (e):
“(e) All Incremental Term Loans made on the Amendment No. 2 Effective Date will have
the same Types (in the same ratable amounts) as applicable at such time to the Term B-2
Loans outstanding immediately prior to the Amendment No. 2 Effective Date and will have
initial
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Interest Periods ending on the same dates as the Interest Periods applicable at such
time to the Term B-2 Loans outstanding immediately prior to the Amendment No. 2 Effective
Date, and the Eurocurrency Rate applicable to such Incremental Term Loans during such
initial Interest Periods will be the same as that applicable at such time to the Term B-2
Loans outstanding immediately prior to the Amendment No. 2 Effective Date.”
SECTION 3. Conditions of Effectiveness of this Amendment. This Amendment shall
become effective on the date (the “Amendment No. 2 Effective Date”) when each of the conditions set
forth in this Section 3 shall have been satisfied:
(a) Execution of Documents. The Administrative Agent shall have received (i) this Amendment,
duly executed and delivered by the Borrower, Omnium and the Administrative Agent, (ii) Guarantee
Agreement Supplement (as defined in the Guaranty), duly executed and delivered by Omnium, (iii) a
Security Agreement Supplement, duly executed and delivered by Omnium and (iv) a Guarantor Consent
and Reaffirmation, in the form attached hereto as Annex A, duly executed and delivered by each
Guarantor.
(b) Incremental Term Loan Commitments. The Administrative Agent shall have received (i)
commitments from banks and other financial institutions that are Eligible Assignees (collectively,
the “Incremental Term Loan Lenders”) with respect to the Incremental Term Loans in an aggregate
principal amount equal to $135,000,000 and (ii) a fully executed Lender Addendum in the form
attached hereto as Annex B with respect to each such bank or other financial institution committing
to fund such Incremental Term Loans (and pursuant to which, on the Amendment No. 2 Effective Date,
such bank or other financial institution shall become a Incremental Term Loan Lender, for all
purposes under the Credit Agreement).
(c) Payment of Fees and Expenses. The Borrower or Omnium shall have paid all fees and
expenses (including the reasonable fees and expenses of Weil, Gotshal & Xxxxxx LLP) incurred by the
Administrative Agent in connection with the preparation, negotiation and execution of this
Amendment or otherwise required to be paid in connection with this Amendment, to the extent
invoiced at least one Business Day prior to the date hereof.
(d) Secretary’s Certificates; Good Standing Certificates. The Administrative Agent shall have
received (i) such certificates of resolutions or other action, incumbency certificates and/or other
certificates of Responsible Officers of the Borrower and Omnium as the Administrative Agent may
reasonably request evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Amendment and the
transactions contemplated hereby and (ii) good standing certificates (or equivalent documents) from
the applicable Governmental Authority of the respective jurisdiction of organization of each Loan
Party dated as of a recent date prior to the Amendment No. 2 Effective Date.
(e) Officer’s Certificate. The Administrative Agent shall have received a certificate of a
Responsible Officer of the Borrower, certifying that (i) the conditions precedent set forth in
Sections 4.02(a) and (b) of the Credit Agreement shall have been satisfied on and as of the
Amendment No. 2 Effective Date and (ii) the Borrower is in compliance with each of the covenants
set forth in Section 7.11 of the Credit Amendment determined on a Pro Forma Basis as of the
Amendment No. 2 Effective Date and the last day of the most recent Test Period, as if the
Incremental Term Loans had been outstanding on the last day of such fiscal quarter of the Borrower
for testing compliance therewith.
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(f) Legal Opinions. The Administrative Agent shall have received an opinion of Ropes & Xxxx
LLP, counsel for the Loan Parties, addressed to the Administrative Agent and each Lender, in form
and substance reasonably satisfactory to the Administrative Agent.
(g) Collateral and Guarantee Requirement. The Administrative Agent shall have received (i)
all certificates, if any, representing the Pledged Equity of Omnium, accompanied by undated stock
powers executed in blank, and (ii) evidence that all other actions, recordings and filings that the
Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee
Requirement with respect to Omnium shall have been taken, completed or otherwise provided for in a
manner reasonably satisfactory to the Administrative Agent.
SECTION 4. Post-Closing Requirements Relating to the Mortgaged Properties. Within
90 days after the Amendment No. 2 Effective Date (or such later date acceptable to the
Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative
Agent:
(a) Evidence that mortgage amendments (the “Mortgage Amendments”) with respect to the
Mortgaged Properties have been duly executed, acknowledged and delivered by a duly authorized
officer of each party thereto on or before such date and are in form suitable for filing and
recording in all filing or recording offices that the Administrative Agent may deem necessary or
desirable;
(b) Date-down endorsements to the title insurance policies with respect to the Mortgaged
Properties; and
(c) Evidence that all fees, costs and expenses have been paid in connection with the
preparation, execution, filing and recordation of the Mortgage Amendments, including, without
limitation, reasonable attorneys’ fees, filing and recording fees, title insurance company
coordination fees, documentary stamp, mortgage and intangible taxes and title search charges and
other charges incurred in connection with the recordation of the Mortgage Amendments and the other
matters described in this Section 4 and as, and to the extent, otherwise required to be paid in
connection therewith under Section 10.04 of the Credit Agreement.
SECTION 5. Representations and Warranties. The Borrower and Omnium represent and
warrant as follows:
(a) The execution, delivery and performance by each of the Borrower and Omnium of this
Amendment are within the Borrower’s and Omnium’s corporate or other powers, have been duly
authorized by all necessary corporate or other organizational action, and do not and will not (i)
contravene the terms of any of the Borrower’s or Omnium’s Organization Documents; (ii) conflict
with or result in any breach or contravention of, or the creation of any Lien under (other than as
permitted by Section 7.01 of the Credit Agreement), or require any payment to be made under (A) any
Contractual Obligation to which the Borrower or Omnium is a party or affecting the Borrower or
Omnium or the properties of the Borrower or Omnium or any of the Borrower’s Restricted Subsidiaries
or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which the Borrower or Omnium or their property is subject; or (iii) violate any material
Law; except with respect to any conflict, breach or contravention or payment (but not creation of
Liens) referred to in clause (ii)(A), to the extent that such conflict, breach, contravention or
payment could not reasonably be expected to have a Material Adverse Effect.
(b) This Amendment has been duly executed and delivered by each of the Borrower and Omnium.
This Amendment and each Loan Document after giving effect to the amendments pursuant
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to this Amendment, constitutes a legal, valid and binding obligation of each of the Borrower
and Omnium, enforceable against the Borrower and Omnium in accordance with its terms, except as
such enforceability may be limited by Debtor Relief Laws and by general principles of equity.
(c) No Default has occurred and is continuing or will occur as a result of the transactions
contemplated by this Amendment.
(d) Each of the representations and warranties of the Borrower contained in Article V of the
Credit Agreement and each other Loan Document, immediately before and after giving effect to this
Amendment and the matters and transactions contemplated hereby, is true and correct in all material
respects on and as of the date hereof, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct in
all material respects as of such earlier date; provided, that any representation and warranty made
on or as of the Closing Date that is qualified as to “Material Adverse Effect” shall be deemed to
be qualified by a “Company Material Adverse Effect.”
SECTION 6. Reference to and Effect on the Credit Agreement and the Loan Documents.
(a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement and each of the other Loan Documents, as specifically amended by this
Amendment, are and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents
and all of the Collateral described therein do and shall continue to secure the payment of all
Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this
Amendment.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall
for all purposes constitute a Loan Document.
SECTION 7. Costs and Expenses. The Borrower and Omnium agree to pay or reimburse
the Administrative Agent for all costs and expenses of the Administrative Agent in connection with
the preparation, execution, delivery and administration, modification and amendment of this
Amendment.
SECTION 8. Execution in Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute but one
and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment
by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 9. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
[The remainder of this page is intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.
| WEST CORPORATION |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Chief Financial Officer and Treasurer | |||
| OMNIUM WORLDWIDE, INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Chief Financial Officer | |||
| XXXXXX COMMERCIAL PAPER INC., as Administrative Agent |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
ANNEX A
GUARANTOR CONSENT AND REAFFIRMATION
Reference is made to Amendment No. 2 (“Amendment No. 2”), dated as of May 11, 2007, to the
Credit Agreement dated as of October 24, 2006 (as amended, supplemented or otherwise modified prior
to the date hereof, the “Credit Agreement”), among West Corporation (the “Borrower”), each Lender
from time to time party thereto, Xxxxxx Commercial Paper Inc., as Administrative Agent and Swing
Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and
Wachovia Bank, National Association and General Electric Capital Corporation, as Co-Documentation
Agents. Capitalized terms used but not otherwise defined in this Guarantor Consent and
Reaffirmation (this “Consent”) are used with the meanings attributed thereto in Amendment No. 2.
Each Guarantor hereby consents to the execution, delivery and performance of Amendment No. 2
and agrees that each reference to the Credit Agreement in the Loan Documents shall, on and after
the Amendment No. 2 Effective Date, be deemed to be a reference to the Credit Agreement as amended
by Amendment No. 2.
Each Guarantor hereby acknowledges and agrees that, after giving effect to Amendment No. 2,
all of its respective obligations and liabilities under the Loan Documents to which it is a party
are reaffirmed, and remain in full force and effect.
After giving effect to Amendment No. 2, each Guarantor reaffirms each Lien granted by it to
the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to
which it is a party, which Liens shall continue in full force and effect during the term of the
Credit Agreement as amended by Amendment No. 2, and shall continue to secure the Secured
Obligations, in each case, on and subject to the terms and conditions set forth in the Credit
Agreement as amended by Amendment No. 1 and the other Loan Documents.
This Consent shall be governed by, and construed and interpreted in accordance with, the laws
of the state of New York.
IN WITNESS WHEREOF, the parties hereto have duly executed this Consent as of this ___day of
May, 2007.
| WEST CORPORATION COSMOSIS CORPORATION INPULSE RESPONSE GROUP, INC. INTERCALL, INC. INTRADO COMMUNICATIONS INC. INTRADO COMMUNICATIONS OF VIRGINIA INC. INTRADO INC. NORTHERN CONTACT, INC. OMNIUM WORLDWIDE, INC. SMARTTALK, INC. TELEVOX SOFTWARE, INCORPORATED WEST ASSET MANAGEMENT, INC. WEST DIRECT, INC. WEST FACILITIES CORPORATION WEST INTERACTIVE CORPORATION WEST INTERNATIONAL CORPORATION WEST NOTIFICATIONS GROUP, INC. WEST RECEIVABLE SERVICES, INC. WEST TELEMARKETING CORPORATION II |
||||
| By: | ||||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Chief Financial Officer and Treasurer | |||
| ASSET DIRECT MORTGAGE, LLC BUYDEBTCO, LLC INTRADO INTERNATIONAL, LLC STARGATE MANAGEMENT LLC THE DEBT DEPOT, LLC WEST ASSET PURCHASING, LLC WEST AT HOME, LLC WEST TRANSACTION SERVICES II, LLC WEST TRANSACTION SERVICES, LLC |
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| By: | ||||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Manager | |||
| INTERCALL TELECOM VENTURES, LLC |
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| By: | InterCall, Inc., its sole member | |||
| By: | ||||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Chief Financial Officer and Treasurer | |||
| WEST BUSINESS SERVICES, LP WEST TELEMARKETING, LP |
||||
| By: | West Transaction Services, LLC, their general partner | |||
| By: | ||||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Manager | |||
ANNEX B
LENDER ADDENDUM
Reference is made to the Credit Agreement dated as of October 24, 2006 (as amended,
supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among West
Corporation (the “Borrower”), each Lender from time to time party thereto, Xxxxxx Commercial Paper
Inc., as Administrative Agent (in such capacity, the “Administrative Agent”) and Swing Line Lender,
Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia Bank,
National Association and General Electric Capital Corporation, as Co-Documentation Agents. Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.
Upon execution and delivery of this Lender Addendum by the parties hereto and effective as of
the Amendment No. 2 Effective Date, the undersigned hereby becomes a Lender thereunder having
Incremental Term Loan Commitments of $___.
THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
This Lender Addendum may be executed by one or more of the parties hereto on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute
one and the same instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.
The undersigned’s address for notices pursuant to the Credit Agreement is as follows:
Name of Lender: |
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Notice Address: |
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Attention: |
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Telephone: |
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Facsimile: |
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IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed
and delivered by their proper and duly authorized officers as of this ___day of May, 2007.
| [NAME
OF LENDER] |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Accepted and agreed:
WEST CORPORATION, as Borrower
| By: | ||||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Chief Financial Officer and Treasurer | |||
XXXXXX
COMMERCIAL PAPER INC., as
Administrative Agent
Administrative Agent
| By: | ||||
| Name: | ||||
| Title: | ||||
