SECOND AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT
Exhibit 7.05
SECOND AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT
This SECOND AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT, dated as of December 29, 2008
(this “Amendment”), is entered into by XXX ENTERPRISES, INC., a Delaware corporation (the
“Company”), the Persons signatory hereto as Lenders (the “Lenders”), and JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
under the Credit Agreement dated as of July 26, 2006 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among the Company, the Lenders party
thereto and the Administrative Agent.
In consideration of the mutual execution hereof and other good and valuable consideration, the
parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms which are defined in the Credit Agreement and not
otherwise defined herein have the meanings given in the Credit Agreement.
2. Amendments Applicable to Xxxxxx Commercial Paper Inc. Subject to satisfaction of
the conditions of effectiveness of this Amendment set forth in Section 5 herein, the
Company, the Administrative Agent, Xxxxxx Commercial Paper Inc. (“Xxxxxx”) and the Majority
Lenders hereby agree to amend the Credit Agreement as follows:
(a) Amendment to Section 1.01 of the Credit Agreement.
(i) Section 1.01 of the Credit Agreement is hereby amended by amending and
restating the following defined terms in their entirety to read as follows:
““Conventional Revolving Borrowing” shall mean a Borrowing of Conventional
Revolving Loans made by the Company under Section 2.01(a), as converted or continued under
Section 2.08; provided that, solely for purposes of conversion, continuation or
interest election under Section 2.08, “Conventional Revolving Borrowing” shall be deemed to
include any outstanding Terminated Revolving Loans that may be part of any Borrowing from
time to time, as applicable.”
““Loans” shall mean Conventional Revolving Loans (in each case whether Federal
Funds Rate Loans, Alternate Base Rate Loans or Eurodollar Loans), Alternate Currency Loans
(Eurocurrency Loans), Discretionary Revolving Loans and Terminated Revolving Loans (in each
case whether Federal Funds Rate Loans, Alternate Base Rate Loans or Eurodollar Loans).”
““Revolving Commitment” shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make Conventional Revolving Loans hereunder up to the
principal amount set forth as to such Lender on Exhibit 2.01(a); provided that,
solely for purposes of the definition of Majority Lenders, Xxxxxx’x “Revolving Commitment”
shall be deemed to be equal to the aggregate amount outstanding of Xxxxxx’x Terminated
Revolving Loans. The initial aggregate amount of the Revolving Commitments on the Closing
Date was $2,250,000,000.”
(ii) Section 1.01 of the Credit Agreement is hereby amended by inserting the
following defined terms in their appropriate alphabetical order:
““Xxxxxx” shall mean Xxxxxx Commercial Paper Inc., in its capacity as a
Lender.”
““Second Amendment to Credit Agreement” means the Second Amendment and Limited
Waiver to Credit Agreement, dated as of the Second Amendment Closing Date, among the
Company, Administrative Agent and the Lenders party thereto.”
““Second Amendment Closing Date” means December 29, 2008.”
““Terminated Revolving Loans” shall have the meaning specified in Section
2.01(a).
(iii) Section 1.01 of the Credit Agreement is hereby amended by inserting the
text “or a Terminated Revolving Loan” immediately after the words “Conventional Revolving
Loan” in the definition of Default Rate.
(iv) Section 1.01 of the Credit Agreement is hereby amended by inserting the
text “, Terminated Revolving Loans” immediately after the words “Conventional Revolving
Loans” in the definition of Interest Period.
(v) Section 1.01 of the Credit Agreement is hereby amended by inserting the
text “or a Terminated Revolving Loan” immediately after the words “Conventional Revolving
Loan” in the definition of Lending Office.
(b) Amendment to Section 2.01 of the Credit Agreement. Section 2.01 of
the Credit Agreement is hereby amended to be named “Conventional Revolving Loans and
Terminated Revolving Loans”.
(c) Amendment to Section 2.01(a) of the Credit Agreement. Section
2.01(a) of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:
“Revolving Commitments. (i) Subject to and upon the terms and conditions set
forth in this Agreement, each Lender severally agrees to make revolving loans (collectively,
the “Conventional Revolving Loans”) to the Company on any one or more Business Days
on or after the date hereof and prior to the Revolving Credit Termination Date, up to an
aggregate principal amount not exceeding at any one time outstanding an amount equal to (A)
such Lender’s Revolving Commitment less (B) the principal amount of all Alternate Currency
Loans (each calculated in its Dollar equivalent on the Borrowing Date of such Conventional
Revolving Loan) and Discretionary Revolving Loans outstanding to such Lender and the LC
Exposure of such Lender at such time, if any; provided that in no event shall the
aggregate outstanding principal amount of Conventional Revolving Loans, Discretionary
Revolving Loans, Alternate Currency Loans (each calculated in its Dollar equivalent),
Terminated Revolving Loans and the aggregate LC Exposure ever exceed $2,698,700,000, as such
amount may be increased or reduced pursuant to the terms of this Agreement. Each
Conventional Revolving Borrowing shall be in an aggregate amount of not less than $2,000,000
and an integral multiple of $250,000. Subject to the foregoing, each Conventional Revolving
Borrowing shall be made simultaneously from the Lenders according to their Borrowing Pro
Rata Shares of the principal amount requested for each Conventional Revolving Borrowing and
shall consist of Conventional Revolving Loans of the same type (e.g., Alternate Base Rate
Loans, Federal Funds Rate Loans or Eurodollar Loans) with the same Interest Period from each
Lender. Within such limits and during such period, the Company may borrow, repay and
reborrow under this Section 2.01(a)(i).
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(ii) The Company, the Administrative Agent and Xxxxxx agree that, immediately prior to
the Second Amendment Closing Date, the aggregate outstanding balance of Conventional
Revolving Loans made by Xxxxxx to the Company hereunder is $43,700,000 and that immediately
upon the Second Amendment Closing Date, automatically and without any action by any Person,
(A) such Conventional Revolving Loans are hereafter deemed to become terminated revolving
loans (the “Terminated Revolving Loans”) for all purposes hereunder and (B) Xxxxxx’x
Revolving Commitment in excess of the amount of its Terminated Revolving Loans hereunder
shall be permanently reduced as provided in Section 4.01. Notwithstanding any other
provision herein, the Company shall not be permitted to reborrow any Terminated Revolving
Loans that are repaid or prepaid as permitted hereunder. For the avoidance of doubt, a
Terminated Revolving Loan is not a Conventional Revolving Loan for purposes of this
Agreement.”
(d) Amendment to Section 2.01(b) of the Credit Agreement. Section
2.01(b) of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:
“Repayment of Conventional Revolving Loans and Terminated Revolving Loans. The
Company hereby unconditionally promises to pay to the Administrative Agent (i) on the
Revolving Credit Termination Date, all outstanding Conventional Revolving Loans for account
of the Lenders holding Conventional Revolving Loans and all outstanding Terminated Revolving
Loans for the account of Xxxxxx and (ii) all outstanding Conventional Revolving Loans for
account of a Declining Lender as provided in Section 2.13.”
(e) Amendment to Section 2.02(c) of the Credit Agreement. Section
2.02(c) of the Credit Agreement is hereby amended by amending and restating the
following text “The Conventional Revolving Loans and Alternate Currency Loans shall bear
interest as follows:” in its entirety to read as follows “The Conventional Revolving Loans,
the Alternate Currency Loans, and the Terminated Revolving Loans shall bear interest as
follows:”.
(f) Amendment to Section 2.11(d) of the Credit Agreement. Section
2.11(d) of the Credit Agreement is hereby amended by inserting the following sentences
at the end thereof:
“Notwithstanding anything to the contrary herein, on the Second Amendment Closing Date,
all of Xxxxxx’x XX Exposure shall be reallocated among the Lenders (other than Xxxxxx)
in accordance with their respective Applicable Revolver Percentages of the LC Exposure but
only to the extent (x) the sum of (1) the principal amount of all Lenders’ (other than
Xxxxxx) outstanding Conventional Revolving Loans, Alternate Currency Loans (each
calculated in its Dollar equivalent) and Discretionary Revolving Loans and (2) all
Lenders’ (other than Xxxxxx) LC Exposure, including such Lenders’ pro rata share of Xxxxxx’x
allocated LC Exposure, does not exceed the total of all Lenders’ (other than Xxxxxx)
Commitments, (y) the sum of (1) the principal amount of any Lender’s outstanding
Conventional Revolving Loans, Alternate Currency Loans (each calculated in its Dollar
equivalent) and Discretionary Revolving Loans and (2) such Lender’s LC Exposure,
including such Lender’s pro rata share of Xxxxxx’x allocated LC Exposure, does not exceed
such Lender’s Commitment and (z) the conditions set forth in Section 7.02 are satisfied.
After giving effect to such reallocation, the fees payable to the Lenders pursuant to
Section 4.03 and Section 4.04 shall be adjusted in accordance with the Lenders’ Applicable
Revolver Percentages.”
(g) Amendment to Section 3.01(d) of the Credit Agreement. Section
3.01(d) of the Credit Agreement is hereby amended by inserting the following text at the
end of clause
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(ii) thereof: “; provided that in the case of any prepayment of a Borrowing
that shall include Conventional Revolving Loans and Terminated Revolving Loans, such
prepayment shall be allocated to the holders thereof according to their pro rata share of
such Borrowing.”
(h) Amendment to Section 3.02(d) of the Credit Agreement. Section
3.02(d) of the Credit Agreement is hereby amended by inserting the text “or Terminated
Revolving Loans” immediately after the words “Conventional Revolving Loans”.
(i) Amendment to Section 3.03 of the Credit Agreement. Section 3.03 of
the Credit Agreement is hereby amended by adding the following new sentence after the first
sentence of that Section:
“Subject to Section 3.01 and to the remainder of this Section 3.03, all payments and
prepayments made in accordance with the provisions of this Agreement in respect of
the Terminated Revolving Loans shall be made to the Administrative Agent, and the
Administrative Agent will promptly distribute to Xxxxxx in immediately available
funds the amount of each such payment or prepayment.”
(j) Amendment to Section 4.01 of the Credit Agreement. Section 4.01 of
the Credit Agreement is hereby amended by inserting the following text at the end of the
first sentence therein: “provided, however, that upon the Second Amendment
Closing Date, automatically and without any action by any Person and notwithstanding
anything contained herein to the contrary and subject to the reallocation of Xxxxxx’x XX
Exposure described in Section 2.11(d), the Commitments of Xxxxxx will be reduced to the
aggregate amount of the Terminated Revolving Loans outstanding on the Second Amendment
Closing Date, whereupon Xxxxxx shall cease to have any Commitments hereunder (except for any
deemed Commitments solely for the purposes described in the definition of Majority
Lenders).”
(k) Amendment to Section 4.03(a) of the Credit Agreement. Section
4.03(a) of the Credit Agreement is hereby amended by inserting the following sentence at
the end of such subsection: “For the avoidance of doubt, no Commitment Fees shall be payable
with respect to any Terminated Revolving Loans (or any commitments related thereto).”
(l) Amendment to Exhibit 2.01(a). Exhibit 2.01(a) to the Credit
Agreement is hereby amended and restated as set forth on Exhibit 2.01(a) attached
hereto.
3. General Amendments. Subject to satisfaction of the conditions of effectiveness of
this Amendment set forth in Section 5 herein, the Company, the Administrative Agent and the
Majority Lenders hereby agree to amend the Credit Agreement as follows:
(a) Amendment to Section 1.01 of the Credit Agreement. Section 1.01 of
the Credit Agreement is hereby amended by inserting the following defined term in
appropriate alphabetical order:
““Defaulting Lender” means any Lender that has failed to fund any portion
of its Loans or participations in Letters of Credit within three Business Days of the date
required to be funded by it hereunder, or any Lender that has, as determined by the
Administrative Agent (a) notified the Company, the Administrative Agent, the Issuing Lender,
or any Lender in writing that it does not intend to comply with any or all of its funding
obligations under this Agreement or has made a public statement to the effect that it does
not intend to comply with its funding obligations under this Agreement or under other
agreements in which it commits to extend credit,
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(b) failed, within three Business Days after a request by the Administrative Agent,
to confirm that it will comply with the terms of this Agreement relating to its obligations
to fund prospective Loans and participations in then outstanding Letters of Credit, (c)
otherwise failed to pay over to the Administrative Agent or any other Lender any other
amount required to be paid by it hereunder within three Business Days of the date when due,
unless the subject of a good faith dispute, or (d) (i) become or is insolvent or has a
parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed
for it, or has taken any action in furtherance of, or indicating its consent to, approval of
or acquiescence in any such proceeding or appointment or has a parent company that has
become the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such proceeding or
appointment.”
(b) Amendment to Article II of the Credit Agreement. Article II of the
Credit Agreement is hereby amended by inserting the following new Section 2.14 at
the end thereof:
“Section 2.14 Defaulting Lender. Notwithstanding any provision of this
Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) Fees in favor of such Defaulting Lender only shall cease to accrue on
the unfunded portion of the Commitments of, and in respect of the participation in Letters
of Credit by, such Defaulting Lender pursuant to Section 4.03 and Section 4.04, and the
Defaulting Lender will not be included in any distribution to the Lenders, pursuant to
Section 3.03, of Commitment Fees or LC Participation Fees.
(b) If a Lender has any LC Exposure at any time such Lender is a Defaulting
Lender then:
(i) all or any part of such LC Exposure shall be reallocated among the
non-Defaulting Lenders in accordance with their respective Applicable Revolver Percentages
of the LC Exposure but only to the extent (x) the sum of (1) the principal amount of all
non-Defaulting Lenders’ outstanding Conventional Revolving Loans, Alternate Currency
Loans (each calculated in its Dollar equivalent) and Discretionary Revolving Loans and
(2) all non-Defaulting Lenders’ LC Exposure, including their pro rata shares of the
Defaulting Lender’s LC Exposure, does not exceed the total of all non-Defaulting Lenders’
Commitments, (y) the sum of (1) the principal amount of any non-Defaulting Lender’s
outstanding Conventional Revolving Loans, Alternate Currency Loans (each calculated in
its Dollar equivalent) and Discretionary Revolving Loans and (2) such non-Defaulting
Lender’s LC Exposure, including such non-Defaulting Lender’s pro rata share of the
Defaulting Lender’s allocated LC Exposure, does not exceed such non-Defaulting Lender’s
Commitment, and (z) the conditions set forth in Section 7.02 are satisfied at such time;
(ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Company shall, within one Business Day following notice by the
Administrative Agent, deposit cash collateral in an amount equal to such Defaulting Lender’s
LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above)
in accordance with the procedures set forth in Section 2.11(j) for so long as such LC
Exposure is outstanding;
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(iii) the Company shall not be required to pay any fees that are solely
payable to such Defaulting Lender pursuant to Section 4.04 with respect to such Defaulting
Lender’s LC Exposure;
(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated
pursuant to this Section 2.14(b), then the fees payable to the Lenders pursuant to Section
4.03 and Section 4.04 shall be adjusted in accordance with such non-Defaulting
Lenders’ Applicable Revolver Percentages; and
(v) to the extent any Defaulting Lender’s LC Exposure is neither cash
collateralized nor reallocated pursuant to this Section 2.14(b), then, without prejudice to
any rights or remedies of the Issuing Lender or any Lender hereunder, that portion of the LC
Participation Fees that would have been payable under Section 4.04 with respect to such
Defaulting Lender’s LC Exposure had it not been a Defaulting Lender that has not been cash
collateralized or reallocated shall be payable to the Issuing Lender until such LC Exposure
is cash collateralized or reallocated.
(c) So long as any Lender is a Defaulting Lender, the Issuing Lender shall
not be required to issue, amend or increase any Letter of Credit, unless it is satisfied
that the related exposure will be 100% covered by the Commitments of the non-Defaulting
Lenders or cash collateral will be provided by the Company in accordance with Section
2.11(j), and participating interests in any newly issued or increased Letter of Credit shall
be allocated among non-Defaulting Lenders in a manner consistent with Section 2.14(b)(i)
(and Defaulting Lenders shall not participate therein) and any unallocated LC Exposure of
the Defaulting Lender shall be cash collateralized.
In the event that the Administrative Agent, the Company, and the Issuing Lender
each agree that a Defaulting Lender has adequately remedied all matters that caused such
Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to
reflect the inclusion of such Lender’s Commitments, and on such date the Administrative
Agent shall return to the Company any cash collateral that has been granted pursuant to this
Section.”
4. Limited Waiver.
(a) Subject to the conditions of effectiveness of the Amendment set forth in Section 5 herein,
Xxxxxx hereby waives any and all rights it may have under the Credit Agreement to receive any
payment with respect to any and all Commitment Fees and/or L/C Participation Fees that have accrued
under the Credit Agreement since September 30, 2008, or that may accrue hereafter and hereby
expressly instructs the Administrative Agent that it shall not be required to distribute any such
fees to it under Section 3.03.
(b) The limited waiver set forth in this Section 4 is effective solely for the purposes set
forth herein and shall be limited precisely as written and shall not be deemed (i) except as
expressly provided in this limited waiver, to be a waiver or modification of any term or condition
of the Credit Agreement or (ii) to prejudice any right or rights that the Administrative Agent or
the Lenders may have in the future under or in connection with the Credit Agreement.
5. Effectiveness. This Amendment will become effective upon satisfaction of the
following conditions precedent:
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(a) Execution and delivery of this Amendment by the Administrative Agent and receipt by
the Administrative Agent of counterparts of this Amendment (or photocopies thereof sent by
fax, pdf or other electronic means, each of which shall be enforceable with the same effect
as a signed original) executed and delivered by the Company, Xxxxxx and the Majority
Lenders.
(b) Receipt by the Administrative Agent of (i) any documentation as the Administrative
Agent may reasonably request and (ii) to the extent invoiced, payment of all reasonable
out-of-pocket expenses, including legal expenses incurred by the Administrative Agent in
connection with this Amendment.
6. Representation and Warranties. The Company represents and warrants that, after
giving effect to the provisions of this Amendment, (a) each of the representations and warranties
made by the Company in Article VI of the Credit Agreement are true in all material respects on and
as of the date hereof as if made on and as of such date, except to the extent that such
representations and warranties refer to an earlier date, in which case they were true in all
material respects as of such earlier date and except that for this purpose only the date “December
31, 2005” in the last sentence of Section 6.02 of the Credit Agreement shall be changed to
“December 31, 2007”, and (b) no Default or Event of Default has occurred and is continuing.
7. Continuing Effect of the Credit Agreement. This Amendment is limited solely to the
matters expressly set forth herein and does not constitute a waiver of any Default or Event of
Default or a consent to any future action or event. As modified and amended hereby, the Credit
Agreement remains in full force and effect. Upon the effectiveness of this Amendment, each
reference in the Credit Agreement and in any exhibits attached thereto to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the
Credit Agreement as amended hereby.
8. Miscellaneous. The provisions of Sections 13.01, 13.04, 13.06, 13.07(a), 13.08,
13.09, 13.10, 13.12 and 13.13 shall apply with like effect to this Amendment.
[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 proper and duly authorized officers as of the day and year first above written.
| XXX ENTERPRISES, INC. | ||||
By:
|
/s/ Xxxxxxx Xxxxxxxx /s/
|
|||
| Name: Xxxxxxx Xxxxxxxx | ||||
| Title: Senior Vice President Finance | ||||
| JPMORGAN CHASE BANK, N.A., as Administrative Agent | ||||
By:
|
/s/ Xxx X. Xxxxx /s/ | |||
| Name: Xxx X. Xxxxx | ||||
| Title: Vice President | ||||
| XXXXXX COMMERCIAL PAPER INC. | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxx Xxxxxxxx /s/ | |||
| Name: Xxxxx Xxxxxxxx | ||||
| Title: Authorized Signatory | ||||
| JPMORGAN CHASE BANK, N.A. | ||||
| as a Lender | ||||
By:
|
/s/ Xxx X. Xxxxx /s/ | |||
| Name: Xxx X. Xxxxx | ||||
| Title: Vice President | ||||
| SUNTRUST BANK | ||||
| as a Lender | ||||
By:
|
/s/ E. Xxxxxxx Xxxxxx, XX /s/ | |||
| Name: E. Xxxxxxx Xxxxxx XX | ||||
| Title: Vice President | ||||
Signature Page to Second Amendment and Limited Waiver to Credit Agreement
| BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH |
||||
| as a Lender | ||||
By:
|
/s/ Xxxxxxx XxXxxxx /s/ | |||
| Name: Xxxxxxx XxXxxxx | ||||
| Title: Vice President | ||||
By:
|
/s/ Xxxxxxx xxx Xxxxxxx /s/ | |||
| Name: Xxxxxxx xxx Xxxxxxx | ||||
| Title: Senior Vice President | ||||
| U.S. BANK NATIONAL ASSOCIATION | ||||
| as a Lender | ||||
By:
|
/s/ Xxxx X. Xxxxxxxx /s/ | |||
| Name: Xxxx X. Xxxxxxxx | ||||
| Title: Senior Vice President | ||||
| CITIBANK, N.A. | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxx Xxxx-Xxxxxxxx /s/ | |||
| Name: Xxxxx Xxxx-Xxxxxxxx | ||||
| Title: Vice President | ||||
| BANK OF AMERICA, N.A. | ||||
| as a Lender | ||||
By:
|
/s/ Xxxx Xxxxxxx /s/ | |||
| Name: Xxxx Xxxxxxx | ||||
| Title: Senior Vice President | ||||
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| WACHOVIA BANK, N.A. | ||||
| as a Lender | ||||
By:
|
/s/ Xxxx Xxxxx /s/ | |||
| Name: Xxxx Xxxxx | ||||
| Title: Director | ||||
| XXXXXXX STREET COMMITMENT CORPORATION (RECOURSE ONLY TO THE ASSETS OF XXXXXXX STREET COMMITMENT CORPORATION) |
||||
| as a Lender | ||||
By:
|
/s/ Xxxx Xxxxxx /s/ | |||
| Name: Xxxx Xxxxxx | ||||
| Title: Assistant Vice President | ||||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION |
||||
| as a Lender | ||||
By:
|
/s/ Xxxxx Xxxxx /s/ | |||
| Name: Xxxxx Xxxxx | ||||
| Title: Vice President | ||||
| COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES |
||||
| as a Lender | ||||
By:
|
/s/ Xxxxxxxx Xxxxxxx /s/ | |||
| Name: Xxxxxxxx Xxxxxxx | ||||
| Title: Vice President | ||||
By:
|
/s/ Xxxxx Wesemeier /s/ | |||
| Name: Xxxxx Wesemeier | ||||
| Title: Assistant Vice President | ||||
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| BARCLAYS BANK PLC | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxxxx X. Xxxx /s/ | |||
| Name: Xxxxxxx X. Xxxx | ||||
| Title: Director | ||||
| THE BANK OF NEW YORK MELLON | ||||
| as a Lender | ||||
By:
|
/s/ Xxxx X. Xxxxxx /s/ | |||
| Name: Xxxx X. Xxxxxx | ||||
| Title: Vice President | ||||
| LLOYDS TSB BANK PLC | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxxxx Xxxxxxx /s/ | |||
| Name: Xxxxxxx Xxxxxxx | ||||
| Title: Director, Corporate Banking-USA | ||||
By:
|
/s/ Xxxxxx Xxxxx /s/ | |||
| Name: Xxxxxx Xxxxx | ||||
| Title: Associate Director, Corporate Banking-USA | ||||
| MIZUHO CORPORATE BANK, LTD | ||||
| as a Lender | ||||
By:
|
/s/ Xxxx Xxxxx /s/ | |||
| Name: Xxxx Xxxxx | ||||
| Title: Deputy General Manager | ||||
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| XXXXXXXX XXXX XX, XXX XXXX BRANCH | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxxx Xxxxxx /s/ | |||
| Name: Xxxxxx Xxxxxx | ||||
| Title: Director | ||||
By:
|
/s/ Xxxxx Xxxxxxxxx /s/ | |||
| Name: Xxxxx Xxxxxxxxx | ||||
| Title: Vice President | ||||
| NATIONAL AUSTRALIA BANK LIMITED | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxxxx Xxxxxxx /s/ | |||
| Name: Xxxxxxx Xxxxxxx | ||||
| Title: Managing Director | ||||
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD | ||||
| as a Lender | ||||
By:
|
/s/ Xxxx Xxxxxx /s/ | |||
| Name: Xxxx Xxxxxx | ||||
| Title: Authorized Signatory | ||||
| REGIONS BANK | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxxxx X. Xxx /s/ | |||
| Name: Xxxxxxx X. Xxx | ||||
| Title: Senior Vice President | ||||
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| BNP PARIBAS | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxx Xxxxxx /s/ | |||
| Name: Xxxxx Xxxxxx | ||||
| Title: Managing Director | ||||
By:
|
/s/ Xxxxx Bliznakova /s/ | |||
| Name: Xxxxx Bliznakova | ||||
| Title: Vice President | ||||
| FIRST HAWAIIAN BANK | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx /s/ | |||
| Name: Xxxxxxx X. Xxxxxxx | ||||
| Title: Senior Vice President | ||||
| FIFTH THIRD BANK | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxxxxxxxx Xxxxxx /s/ | |||
| Name: Xxxxxxxxxxx Xxxxxx | ||||
| Title: Vice President | ||||
| ING CAPITAL, LLC | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxxxx X. Xxxxxxx /s/ | |||
| Name: Xxxxxxx X. Xxxxxxx | ||||
| Title: Managing Director | ||||
| COMERICA BANK | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxx Xxxxxxxx /s/ | |||
| Name: Xxxxx Xxxxxxxx | ||||
| Title: Vice President | ||||
00
| XXX XXXX XX XXXX XXXXXX | ||||
| as a Lender |
||||
By:
|
/s/ Xxxxxx X. Xxxxxx /s/ | |||
| Name: Xxxxxx X. Xxxxxx | ||||
| Title: Authorized Signatory | ||||
| THE ROYAL BANK OF SCOTLAND PLC | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxxx Xxxxxx /s/ | |||
| Name: Xxxxxx Xxxxxx | ||||
| Title: Senior Vice President | ||||
| CALYON NEW YORK BRANCH | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxx Xxxxxxxx /s/ | |||
| Name: Xxxxx Xxxxxxxx | ||||
| Title: Managing Director | ||||
By:
|
/s/ Priya Vrat /s/ | |||
| Name: Priya Vrat | ||||
| Title: Director | ||||
| CREDIT SUISSE, CAYMAN ISLANDS BRANCH | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxxx Xxxx /s/ | |||
| Name: Xxxxxx Xxxx | ||||
| Title: Vice President | ||||
By:
|
/s/ Xxxxxx Xxxxx /s/ | |||
| Name: Xxxxxx Xxxxx | ||||
| Title: Vice President | ||||
14
| UBS AG, STAMFORD BRANCH | ||||
| as a Lender | ||||
By:
|
/s/ Xxxx X. Xxxx /s/ | |||
| Name: Xxxx X. Xxxx | ||||
| Title: Associate Director | ||||
By:
|
/s/ Xxxx X. Xxxxx /s/ | |||
| Name: Xxxx X. Xxxxx | ||||
| Title: Associate Director | ||||
| THE NORTHERN TRUST COMPANY | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxxxx Xxxxxxx /s/ | |||
| Name: Xxxxxxx Xxxxxxx | ||||
| Title: Vice President | ||||
| SUMITOMO MITSUI BANKING CORPORATION | ||||
| as a Lender | ||||
By:
|
/s/ Xxx X. Xxxxxxxxx /s/ | |||
| Name: Xxx X. Xxxxxxxxx | ||||
| Title: General Manager | ||||
| XXXXXX XXXXXXX BANK, N.A. | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxxxx Xxxxx /s/ | |||
| Name: Xxxxxxx Xxxxx | ||||
| Title: Authorized Signatory | ||||
| XXXXXXX XXXXX BANK USA | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxx Xxxxx /s/ | |||
| Name: Xxxxx Xxxxx | ||||
| Title: First Vice President | ||||
15
