1
EXHIBIT 4(e)
SECOND AMENDMENT TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(herein called this "Amendment"), dated as of January 24, 2000 is entered into
by and among the Borrowers party to the Credit Agreement (as hereinafter
defined), the Banks from time to time party to the Credit Agreement, the
Co-Agents as named therein and Citibank, N.A., as agent for the Banks (in such
capacity, the "Agent"). Except as otherwise defined or as the context requires,
terms defined in the Credit Agreement are used herein as therein defined.
W I T N E S S E T H:
WHEREAS, The Xxxxxxxx Companies, Inc. ("TWC") and certain of its
Subsidiaries (TWC and such Subsidiaries, the "Borrowers") have entered into a
certain Second Amended and Restated Credit Agreement dated as of July 23, 1997
(the "1997 Credit Agreement") with the Banks, the Co-Agents and the Agent, which
agreement has been amended by an Amendment to Second Amended and Restated Credit
Agreement dated January 26, 1999 and letter agreements dated as of March 15,
1999, May 20, 1999 and September 27, 1999 (the 1997 Credit Agreement as so
amended the "Credit Agreement"); and
WHEREAS, the Borrowers and the Banks now desire to amend the Credit
Agreement in certain respects, as hereinafter provided,
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Borrowers and the Banks hereby agree as follows:
SECTION 1. Amendment of Section 1.01 of the Credit Agreement. Section 1.01
of the Credit Agreement is hereby amended as follows:
(a) The definition of "Applicable Margin" in such Section 1.01 is
hereby amended and restated in its entirety to read as follows:
"Applicable Margin" means as to any Eurodollar Rate Advance to any
Borrower, the rate per annum set forth in Schedule XI under the heading
"Applicable Margin" for the relevant Rating Category applicable to such
Borrower from time to time. The Applicable Margin determined pursuant to
this definition for any Eurodollar Rate Advance to any Borrower shall
change when and as the relevant Rating Category applicable to such Borrower
changes.
(b) The definition of "Applicable WilTel Debt to EBITDA Ratio" in such
Section 1.01 is hereby deleted in its entirety.
2
(c) The definition of "Applicable WPL Debt to TNW Ratio" in such
Section 1.01 is hereby deleted in its entirety.
(d) The definition of "Borrowers" in such Section 1.01 is amended and
restated to read in its entirety as follows:
"Borrowers" means TWC, NWP, TGPL, and TGT.
(e) The following definitions are added to such Section 1.01
immediately after the definition of "Business Day":
"Cash Holdings" of any Person means the total investment of such
Person at the time of determination in:
(a) demand deposits and time deposits maturing within one year
with a Bank (or other commercial banking institution of the stature
referred to in clause (d)(i));
(b) any note or other evidence of indebtedness, maturing not more
than one year after such time, issued or guaranteed by the United
States Government or by a government of another country which carries
a long-term rating of Aaa by Xxxxx'x or AAA by S&P;
(c) commercial paper, maturing not more than nine months from the
date of issue, which is issued by
(i) a corporation (other than the affiliate of a Borrower)
rated (x) A-1 by S&P, P-1 by Xxxxx'x, F-1 by Fitch or A by Duff
and Xxxxxx or (y) lower than set forth in clause (x) above,
provided that the value of all such commercial paper shall not
exceed 10% of the total value of all commercial paper comprising
"Cash Holdings," or
(ii) any Bank (or its holding company) with a rating on its
long-term unsecured debt of at least AA from S&P or Aa from
Xxxxx'x;
(d) any certificate of deposit or bankers acceptance, maturing
not more than three years after such time, which is issued by either
(i) a commercial banking institution that is a member of the
Federal Reserve System and has a combined capital and surplus and
undivided profits of not less than $1,000,000,000, or
2
3
(ii) any Bank with a rating on its long-term unsecured debt
of at least AA by S&P or Aaa by Xxxxx'x;
(e) notes or other evidences of indebtedness, maturing not more
than three years after such time, issued by
(i) a corporation (other than an affiliate of a Borrower)
rated AA by S&P or Aa by Xxxxx'x; or
(ii) any Bank (or its holding company) with a rating on its
long-term unsecured debt of at least AA by S&P or Aaa by Xxxxx'x;
or
(f) any repurchase agreement entered into with any Bank (or other
commercial banking institution of the stature referred to in clause
(d)(i)) which
(i) is secured by a fully perfected security interest in any
obligation of the type described in any of clauses (a) through
(d);
(ii) has a market value at the time such repurchase
agreement is entered into of not less than 100% of the repurchase
obligation of such Bank (or other commercial banking institution)
thereunder; and
(g) money market preferred instruments by participation in a
Dutch auction (or the equivalent) where the investment is rated no
lower than Aa by Xxxxx'x or AA by S&P.
"ChoiceSeat" means ChoiceSeat, L.L.C., a Cayman Islands limited
liability company.
(f) The definition of "Consolidated Net Worth" in such Section 1.01 is
amended and restated to read in its entirety as follows:
"Consolidated Net Worth" of any Person means the Net Worth of such
Person and its Subsidiaries on a Consolidated basis plus, in the case of
TWC, the Designated Minority Interests to the extent not otherwise
included; provided that, in no event shall the value ascribed to Designated
Minority Interests exceed $511,700,000 in the aggregate.
(g) The following definition is added to such Section 1.01 immediately
after the definition of "Debt":
"Designated Minority Interests" of TWC means, as of any date of
determination, the total of the minority interests in the following
Subsidiaries of TWC: (i) El Furrial, (ii) PIGAP II, (iii) Nebraska Energy,
(iv) Seminole, (v) WCG,
3
4
(vi) WilTel, (vii) ChoiceSeat, (viii) PowerTel, and (ix) other Consolidated
Subsidiaries of TWC, as presented in its Consolidated balance sheet, in an
amount not to exceed in the aggregate $9,000,000 for such other
Consolidated Subsidiaries not referred to in clauses (i) through (viii);
provided that minority interests which provide for a stated preferred
cumulative return shall not be included in "Designated Minority Interests."
(h) The following definition is added to such Section 1.01 immediately
after the definition of "EBITDA":
"El Furrial" means WilPro Energy Services (El Furrial) Limited, a
Cayman Islands corporation.
(i) The following definitions are added to Section 1.01 immediately
after the definition of "Multiple Employer Plan":
"Nebraska Energy" means Nebraska Energy, L.L.C., a Kansas limited
liability company.
"Net Debt" means for any Person, as of any date of determination, the
excess of (x) the aggregate amount of all Debt of such Person and its
Subsidiaries on a Consolidated basis over (y) the sum of the Cash Holdings
of such Person and its Subsidiaries on a Consolidated basis.
(j) The definition of "Permitted WCG Liens" in such Section 1.01 is
hereby deleted in its entirety.
(k) The definition of "Permitted WHD Liens" in such Section 1.01 is
hereby deleted in its entirety.
(l) The definition of "Permitted WilTel Liens" in such Section 1.01 is
hereby deleted in its entirety.
(m) The definition of "Permitted WPL Liens" in such Section 1.01 is
hereby deleted in its entirety.
(n) The following definition is added to such Section 1.01 immediately
after the definition of "Person":
"PIGAP II" means WilPro Energy Services (PIGAP II) Limited, a Cayman
Islands corporation.
4
5
(o) The following definition is added to such Section 1.01 immediately
after the definition of "Plan":
"PowerTel" means PowerTel Limited, an Australian corporation.
(p) The definition of "Sale and Lease-Back Transaction" in such
Section 1.01 is amended by deleting the proviso contained therein such that the
definition reads in its entirety as follows:
Sale and Lease-Back Transaction" of any Person means any arrangement
entered into by such Person or any Subsidiary of such Person, directly or
indirectly, whereby such Person or any Subsidiary of such Person shall sell
or transfer any property, whether now owned or hereafter acquired, and
whereby such Person or any Subsidiary of such Person shall then or
thereafter rent or lease as lessee such property or any part thereof or
other property which such Person or any Subsidiary of such Person intends
to use for substantially the same purpose or purposes as the property sold
or transferred.
(q) The following definition is added to such Section 1.01 immediately
after the definition of "Sale and Lease-Back Transaction":
"Seminole" means Seminole Pipeline Company, a Delaware corporation.
(r) The definition of "WilTel Debt to EBITDA Ratio" in such Section
1.01 is hereby deleted in its entirety.
(s) The definition of "WilTel Pro Forma Income Statements" in such
Section 1.01 is hereby deleted in its entirety.
(t) The definition of "WNG" in such Section 1.01 is deleted and
replaced in its entirety with the following:
"WPC" means Xxxxxxxx Gas Pipelines Central, Inc., a Delaware
corporation, formerly Xxxxxxxx Natural Gas Company.
(u) The definition of "WPL Debt to TNW Ratio" in such Section 1.01 is
hereby deleted in its entirety.
SECTION 2. Amendment of Section 3.02(a). Section 3.02(a) of the Credit
Agreement is hereby amended by deleting clause (iv) thereof.
SECTION 3. Amendment of Section 3.03(iii)(a). Section 3.03(iii)(a) is
hereby amended by deleting clause (5) thereof.
5
6
SECTION 4. Deletion of Section 4.01(n). Section 4.01(n) of the Credit
Agreement is hereby deleted in its entirety.
SECTION 5. Amendment of Section 5.01(b)(x). Section 5.01(b)(x) is hereby
amended and restated in its entirety to read as follows:
(x) not more than 60 days (or 105 days in the case of the last fiscal
quarter of a fiscal year of such Borrower) after the end of each fiscal
quarter of such Borrower, a certificate of an authorized financial officer
of such Borrower stating the respective ratings, if any, by each of S&P and
Xxxxx'x of the senior unsecured long-term debt of such Borrower as of the
last day of such quarter; and
SECTION 6. Amendment of Section 5.02(a). Section 5.02(a) of the Credit
Agreement is hereby amended by deleting clauses (ii), (vi), (vii) and (viii)
thereof and replacing them with the following: "(ii) [Intentionally Deleted]";
"(vi) [Intentionally Deleted]"; "(vii) [Intentionally Deleted]"; and "(viii)
[Intentionally Deleted]", respectively.
SECTION 7. Amendment of Section 5.02(b). Section 5.02(b) of the Credit
Agreement is hereby amended as follows:
(a) Clause (i) of such Section 5.02(b) is hereby amended and restated
to read in its entirety as follows:
(b) Debt. (i) In the case of TWC, permit the ratio of (A) the
aggregate amount of Net Debt of TWC to (B) the sum of the Consolidated Net
Worth of TWC plus Net Debt of TWC to exceed (1) 0.7 to 1.0 at any time
during the period beginning on the date hereof through December 31, 2000,
(2) 0.675 to 1.0 at any time during the period beginning on January 1, 2001
through December 31, 2001, or (3) 0.65 to 1.0 at any time during the period
beginning on January 1, 2002 through the term of this Agreement;
(b) Clause (ii) of such Section 5.02(b) is hereby deleted in its
entirety and replaced with the following: "(ii) [Intentionally Deleted]."
(c) Clause (iii) of such Section 5.02(b) is hereby amended by deleting
the words "and WHD" in the parenthetical occurring in the first line thereof.
SECTION 8. Amendment of Section 5.02(c). Section 5.02(c) of the Credit
Agreement is hereby amended by deleting clauses (iv) and (vi) thereof and
replacing them with "(iv) [Intentionally Deleted]" and "(vi) [Intentionally
Deleted]," respectively
SECTION 9. Amendment of Section 5.02(d). Section 5.02(d) of the Credit
Agreement is hereby amended as follows:
6
7
(a) The reference to "WNG" in the parenthetical beginning in the
seventh line thereof is replaced with a reference to "WPC."
(b) The word "and" is inserted in the ninth line thereof after the
phrase "Exhibit E", the comma after the phrase "Exhibit E" in the twelfth
line thereof is replaced with a period, and the ending phrase reading "and
(4) any encumbrances and restrictions created in connection with any sale
and lease-back of cushion gas by any Borrower or any Subsidiary of any
Borrower or any sale and lease-back of inventory by WPL or any of its
Subsidiaries (other than another Borrower)," together with the final
period, are hereby deleted.
SECTION 10. Amendment of Section 5.02(f). Section 5.02(f) of the Credit
Agreement is hereby amended as follows: the references to WilTel, WCG and WHD in
clause (1) in the fifth line of such Section 5.02(f) and in clause (2) in the
eighth line of such Section 5.02(f) are each deleted. References in such Section
to "WNG" are replaced by references to "WPC".
SECTION 11. Amendment of Section 5.02(j). Section 5.02(j) is amended by
inserting the word "and" after the phrase "TGT and its Subsidiaries," in clause
(iv) thereof, and replacing the comma ending clause (v) with a period and
deleting clauses (vi) and (vii) thereof.
SECTION 12. Amendments of Schedules III through VII. The following clauses
of Schedules III through VII are hereby deleted: clause (aa) of each of
Schedules III, IV and V; clause (bb) of Schedule VI and clause (j) of Schedule
VII.
SECTION 13. Deletion of Schedule VIII. Schedule VIII is hereby deleted in
its entirety.
SECTION 14. Withdrawal of WHD; Merger. Pursuant to a letter dated May 20,
1999 delivered to the Agent from Xxxxxxxx Holdings of Delaware, Inc. ("WHD"),
WHD has terminated, pursuant to Section 2.04(a) of the Credit Agreement, the
Commitments of the Banks to WHD in whole and has elected, pursuant to Section
2.04(b) of the Credit Agreement, to cease to be a Borrower under the Credit
Agreement, effective as of the date of such letter; provided that, pursuant to
Section 2.04(b) of the Credit Agreement, WHD remains a Borrower for purposes of
the definition of Majority Banks and for purposes of Sections 2.11, 2.14 and
8.04 thereof. WHD subsequently merged into TWC, such merger effective as of July
31, 1999 and, to the extent that WHD continues in its capacity as a Borrower
pursuant to Section 2.04(b) of the Credit Agreement, TWC assumed the obligations
of WHD.
SECTION 15. To induce the Agent and the Banks to enter into this Amendment,
the Borrowers hereby reaffirm, as of the date hereof, their representations and
warranties contained in Article IV of the Credit Agreement (except to the extent
such representations and warranties relate solely to an earlier date) and
additionally represents and warrants as follows:
7
8
(a) Each Borrower is a duly organized or validly formed, validly
existing and in good standing under the laws of the State of Delaware and
has all corporate or limited liability company powers and all governmental
licenses, authorizations, certificates, consents and approvals required to
carry on its business as now conducted in all material respects, except for
those licenses, authorizations, certificates, consents and approvals which
the failure to have could not reasonably be expected to have a material
adverse effect on the business, assets, condition or operation of such
Borrower and its Subsidiaries taken as a whole. Each Subsidiary of the
Borrower is duly organized or validly formed, validly existing and (if
applicable) in good standing under the laws of its jurisdiction of
incorporation or formation, except where the failure to be so organized,
existing and in good standing could not reasonably be expected to have a
material adverse effect on the business, assets, condition or operations of
such Borrower and its Subsidiaries taken as a whole. Each Subsidiary of any
Borrower has all corporate powers and all governmental licenses,
authorizations, certificates, consents and approvals required to carry on
its business as now conducted in all material respects, except for those
licenses, authorizations, certificates, consents and approvals which the
failure to have could not reasonably be expected to have a material adverse
effect on the business, assets, condition or operation of such Borrower and
its Subsidiaries taken as a whole.
(b) The execution, delivery and performance by each Borrower of this
Amendment and the consummation of the transactions contemplated by this
Amendment are within such Borrower's corporate or limited liability company
powers, have been duly authorized by all necessary corporate or limited
liability company action, do not contravene (i) such Borrower's charter,
by-laws or formation agreement or (ii) any law or any contractual
restriction binding on or affecting such Borrower and will not result in or
require the creation or imposition of any Lien.
(c) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required
for the due execution, delivery and performance by any Borrower of this
Amendment or the consummation of the transactions contemplated by this
Amendment.
(d) This Amendment has been duly executed and delivered by each
Borrower. This Amendment and the Credit Agreement as amended by this
Amendment are the legal, valid and binding obligations of each Borrower
enforceable against such Borrower in accordance with its terms, except as
such enforceability may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors'
rights generally and by general principles of equity.
(e) Except as set forth in the Public Filings, there is, as to each
Borrower, no pending or, to the knowledge of each Borrower, threatened
action or proceeding
8
9
affecting such Borrower or any material Subsidiary of such Borrower before
any court, governmental agency or arbitrator, which could reasonably be
expected to materially and adversely affect the financial condition or
operations of such Borrower and its Subsidiaries taken as a whole or which
purports to affect the legality, validity, binding effect or enforceability
of this Amendment, the Credit Agreement or any Note. For the purposes of
this Section, "Public Filings" shall mean each Borrower's respective annual
reports on Form 10-K for the year ended December 31, 1998, and each
Borrower's respective quarterly reports on Form 10-Q for the quarter ended
September 30, 1999.
(f) Upon giving effect to this Amendment, no event has occurred and is
continuing which constitutes an Event of Default or which would constitute
an Event of Default but for the requirement that notice be given or time
elapse or both.
SECTION 16. The effectiveness of this Amendment is conditioned upon receipt
by the Agent for the account of each Bank the participation and amendment fee
due such Bank pursuant to that certain updated information memorandum delivered
to the Banks in December, 1999 and receipt by the Agent of all the following
documents, each in form and substance satisfactory to the Agent:
(a) Counterparts of this Amendment executed by each of the Borrowers,
the Agent and the Majority Banks;
(b) A certificate of the Secretary or Assistant Secretary of each
Borrower as to (i) any changes (or the absence of changes) since January
26, 1999 to its certificate of incorporation or certificate of formation
and its by-laws or formation agreement as of the date hereof, (ii) the
resolutions of the Borrower authorizing the execution of this Amendment and
(iii) the names and true signatures of the officers authorized to execute
this Amendment;
(c) An opinion of Xxxxxxx X. xxx Xxxxx, General Counsel of the
Borrower, substantially in the form of Exhibit A hereto; and
(d) Such other documents as the Agent shall have reasonably requested.
SECTION 17. This Amendment shall be deemed to be an amendment to the Credit
Agreement, and the Credit Agreement, as amended hereby, is hereby ratified,
approved and confirmed in each and every respect. All references to the Credit
Agreement in any other document, instrument, agreement or writing shall
hereafter be deemed to refer to the Credit Agreement as amended hereby.
SECTION 18. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK. Whenever possible each provision of
this Amendment shall be interpreted in such manner as to be effective and
9
10
valid under applicable law, but if any provision of this Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment.
SECTION 19. This Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument, and
any party hereto may execute this Amendment by signing one or more counterparts.
SECTION 20. This Amendment shall be binding upon each of the Borrowers, the
Agent and the Banks and their respective successors and assigns, and shall inure
to the benefit of each of the Borrowers, the Agent and the Banks and the
successors and assigns of the Banks.
10
11
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
BORROWERS:
THE XXXXXXXX COMPANIES, INC.
By:
--------------------------------------
Name: Xxxxx X. Xxxx
Title: Treasurer
TRANSCONTINENTAL GAS PIPE LINE
CORPORATION
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
TEXAS GAS TRANSMISSION CORPORATION
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
NORTHWEST PIPELINE CORPORATION
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-1
12
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
AGENT:
CITIBANK, N.A.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
BANKS:
CITIBANK, N.A.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-2
13
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
THE CHASE MANHATTAN BANK
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-3
14
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
SUNTRUST BANK, ATLANTA
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-4
15
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
CREDIT LYONNAIS NEW YORK BRANCH
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-5
16
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
BANK OF AMERICA, N.A., FORMERLY BANK OF
AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION AND NATIONSBANK, N.A.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-6
17
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
CIBC INC.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-7
18
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
BANK ONE, NA, FORMERLY KNOWN AS THE FIRS
TNATIONAL BANK OF CHICAGO
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-8
19
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
BANK OF MONTREAL
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-9
20
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
THE BANK OF NEW YORK
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-10
21
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
THE BANK OF NOVA SCOTIA
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-11
22
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
BARCLAYS BANK PLC
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-12
23
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
BANKBOSTON, N.A.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-13
24
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
THE FUJI BANK, LIMITED,
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-14
25
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
MELLON BANK, N.A.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-15
26
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-16
27
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
ROYAL BANK OF CANADA
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-17
28
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-18
29
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
XXXXX FARGO BANK, N.A.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-19
30
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
BANK OF OKLAHOMA, N.A.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-20
31
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
COMMERCE BANK, N.A.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-21
32
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
CREDIT AGRICOLE INDOSUEZ
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-22
33
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-23
34
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
THE BANK OF TOKYO-MITSUBISHI, LTD.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-24
35
[Signature page to Second Amendment to Second Amended
and Restated Credit Agreement]
UBS AG, STAMFORD BRANCH
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
S-25
