Exhibit 10.8
FIRST AMENDMENT TO
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REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT
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This FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY
AGREEMENT dated as of November 29, 2001 (the "First Amendment"), is entered into
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by and among FEDERAL-MOGUL CORPORATION, a Michigan corporation ("Parent"), each
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of the direct and indirect Domestic Subsidiaries of the Parent party to the
Agreement (as defined below) as borrowers (each, individually, a "Borrower" and
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collectively, the "Borrowers"), JPMORGAN CHASE BANK, formerly known as The Chase
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Manhattan Bank, a New York banking corporation, and each of the other commercial
banks, finance companies, insurance companies or other financial institutions or
funds from time to time party to the Agreement (as defined below) (the
"Lenders"), and JPMORGAN CHASE BANK, formerly known as The Chase Manhattan Bank,
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as administrative agent (the "Administrative Agent") for the Lenders.
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WITNESSETH:
WHEREAS, the Borrowers, the Lenders and the Administrative Agent are
parties to that certain Revolving Credit, Term Loan and Guaranty Agreement dated
as of October 1, 2001, as amended (the "Agreement"), pursuant to which the
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Administrative Agent has made available to the Borrowers a revolving credit,
letter of credit and term loan facility in an aggregate principal amount not to
exceed $675,000,000; and
WHEREAS, the Borrowers and the Lenders desire to amend and supplement
the Agreement to reflect certain modifications to the Agreement; and
WHEREAS, subject to the terms and conditions set forth in Section 10.3
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of the Agreement, each Lender is entitled to assign to one or more Eligible
Assignees all or a ratable portion of its interests, rights and obligations
under the Agreement (including, without limitation, all or a portion of its
Commitment and the same portion of the related Loans at the time owing to it) by
executing and delivering an Assignment and Acceptance between such Lender and
such Eligible Assignee substantially in the form of Exhibit E to the Agreement;
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and
WHEREAS, pursuant hereto, JPMorgan Chase Bank, the sole Lender party to
the Agreement immediately prior to the effective date of this First Amendment
(in such capacity, the "Original Lender") wishes to assign to each of the
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financial institutions (other than itself) that is named on the Commitment
Schedule hereto (such financial institutions other than the Original Lender,
collectively the "New Lenders"), and each of the New Lenders wishes to assume, a
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portion of the Original Lender's interests, rights and obligations under the
Agreement so that, after giving effect to this First Amendment, the respective
Commitments of the Original Lender and the New Lenders will be as set forth in
such Commitment Schedule; and
WHEREAS, the Borrowers, the Original Lender, the New Lenders and the
Administrative Agent have determined that the execution and delivery of this
First Amendment to, among other things, effectuate a reallocation of the Total
Commitment among the Original Lender and the New Lenders will be more
expeditious and administratively efficient than the execution and delivery of
separate Assignments and Acceptances between the Original Lender and each of the
New Lenders; and
WHEREAS, upon the occurrence of the Effective Date (as hereinafter
defined), each of the New Lenders shall become a party to the Agreement as a
Lender and shall have the
rights and obligations of a Lender thereunder, and the respective Commitments of
the Original Lender and each New Lender under the Agreement shall be in the
amount set forth opposite its name on the Commitment Schedule hereto, as such
amount may be reduced from time to time pursuant to the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. Definitions. Capitalized terms used and not otherwise
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defined in this First Amendment are used as defined in the Agreement.
Section 2. Amendments to Agreement. Subject to the conditions set
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forth in Section 6 hereof, the Agreement is hereby amended as follows:
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2.1 The index of the Agreement is hereby amended by adding the
following schedule listings in the proper numerical sequence: "Schedule 6.10 -
Existing Joint Venture Investments", and "Schedule 6.11(a) - Other Surplus
Assets Eligible for Sale."
2.2 Section 1.1 of the Agreement is hereby amended by (a) adding
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the following defined terms in proper alphabetical order:
"Approved Fund" means, with respect to any Lender that is
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a fund that invests in bank loans and similar commercial extensions of
credit, any other fund that invests in bank loans and similar
commercial extensions of credit and is managed by the same investment
advisor as such Lender or by a Lender Affiliate of such investment
advisor.
"Third Party Dividend" shall have the meaning set forth in
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Section 6.8.
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; (b) amending the definition of the term "Indebtedness" by replacing the word
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"Indebtedness" with the word "indebtedness" in each place where it appears after
the initial reference thereto; and (c) amending the definition of the term
"Permitted Investments" by (i) deleting the word "and" at the end of clause
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"(f)" thereof; (ii) deleting the period at the end of clause "(g)" thereof and
substituting therefor a semicolon and immediately thereafter adding the word
"and"; and (iii) adding the following new clauses (h) and (i) immediately after
clause "(g)" as follows:
(h) to the extent owned on the Filing Date, investments
in joint ventures as disclosed in Schedule 6.10; and
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(i) additional investments in joint ventures disclosed in
Schedule 6.10 during each fiscal year listed below in an aggregate
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amount not to exceed the amount specified opposite such fiscal year;
provided that each such additional investment shall, for purposes of
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this Agreement, constitute a Capital Expenditure and shall be subject
to the limitations on Capital Expenditures set forth in Section 6.4:
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Maximum Additional Investment
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Fiscal Year Ending in Joint Ventures
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(Millions)
12/31/2001 $ 8.7
12/31/2002 $25.9
12/31/2003 $ 7.9
2.3 In accordance with the provisions of Section 2.1(d) of the
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Agreement, the Administrative Agent has determined to reallocate $50,000,000 of
the Commitments from Tranche A to Tranche B. Accordingly, on the Effective Date
the Total Tranche A Commitment is hereby reduced to $475,000,000 and the Total
Tranche B Commitment is hereby increased to $200,000,000. Each reference in the
Agreement to the Total Tranche A Commitment of "$525,000,000" is hereby amended
to be "$475,000,000" and each reference in the Agreement to the Total Tranche B
Commitment of "$150,000,000" is hereby amended to be "$200,000,000". Concurrent
with the foregoing reallocation, $50,000,000 of the principal amount of the
Revolving Loans is hereby converted to be Term Loans. Such conversion shall be
effective without any further action on the part of the Borrowers, the Lenders
or the Administrative Agent and the converted portion of the Term Loans shall be
deemed made on the Effective Date, notwithstanding the provisions of Section
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2.2(b) of the Agreement.
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2.4 Sections 2.3(e) and 2.3(f) of the Agreement are hereby amended
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by replacing the word "Lender" with the words "Tranche A Lender" in each place
where it appears.
2.5 Section 2.9 of the Agreement is hereby amended by inserting a
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close parenthesis after the word "Credit" and again after the words "360 days".
2.6 Section 2.13(b) of the Agreement is hereby amended by
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replacing the phrase "be less than $100,000,000 (before deducting the from time
to time principal balance of third party financing arrangements made available
to the Non-Debtor Foreign Subsidiaries as set forth in Section 6.10)", with the
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following: "to the Non-Debtor Foreign Subsidiaries be less than $70,000,000
(without regard to deductions in respect of third party financing arrangements
made available to the Non-Debtor Foreign Subsidiaries pursuant to clause (iv) of
Section 6.10)."
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2.7 Section 4.2 of the Agreement is hereby amended by adding at
the end thereof a new paragraph as follows:
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Each Borrowing shall be deemed to constitute a
representation and warranty by the Borrowers on the date thereof as to
the matters specified in paragraphs (c) and (d) of this Section.
2.8 Sections 5.1(d) and 5.1(g) of the Agreement are each hereby
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amended by replacing the phrase "thirty (30) days after the end of each month
(forty-five (45) days after the end of each month which is also the end of a
fiscal quarter)" in each such Section with the following: "forty-five (45) days
after the end of each month".
2.9 Section 5.9 of the Agreement is hereby amended by adding after
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the words "which business plan shall be" the word "reasonably".
2.10 Section 6.3 is hereby amended by replacing the number
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"$1,000,000" in clause "(iii)" thereof with the following: "$15,000,000".
2.11 Section 6.8 of the Agreement is hereby amended by: (a)
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deleting the word "or" at the end of clause "(iii)" thereof; (b) adding at the
end of clause "(iv)" thereof immediately after the words "Non-Debtor Foreign
Subsidiary to a Borrower", a comma, and the following new clause: "or (v) to
Persons directly owning Minority Interests in an aggregate amount not to exceed
$1,000,000 per annum,"; and (c) adding a new sentence at the end thereof as
follows:
Notwithstanding the provisions of clause (v) above, no dividend,
distribution or payment to Persons directly owning Minority Interests
may be made unless with respect to each such anticipated dividend,
distribution or payment (each, a "Third Party Dividend"), such
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distributing Borrower or Subsidiary shall first have remitted a
dividend, distribution or payment to a Borrower in an amount not less
than the recipient Borrower's proportionate share (based upon such
Borrower's percentage ownership interest in the Person making such
dividend, distribution or payment) of the total dividend, distribution
or payment to be made by the distributing Borrower or Subsidiary.
2.12 Section 6.10 of the Agreement is hereby amended by (a)
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inserting immediately following the words "from time to time" in clause "(iv)"
thereof, the words "aggregate available commitments and"; (b) deleting the word
"and" at the end of clause "(ix)" thereof; (c) adding a new clause "(xi)"
immediately after clause "(x)" as follows: "; and (xi) capital contributions
advanced from the Borrowers to Federal-Mogul, S.A. - France in an aggregate
amount not to exceed $20,000,000 (which contributions shall be made only
substantially contemporaneously with the making of an Intercompany Loan in an
aggregate amount equal to such capital contributions from Federal-Mogul, S.A. -
France to one or more of the Borrowers)"; and (d) inserting at the end thereof a
new sentence as follows:
Notwithstanding the provisions of clause (iv) above, (x) neither the
Borrowers nor any of their Subsidiaries may make, or with respect to
Intercompany Loans made after the Filing Date, permit to exist, an
Intercompany Loan to a Non-Debtor Foreign Subsidiary during such time
as such Non-Debtor Foreign Subsidiary shall not have borrowed all
amounts available to such Non-Debtor Foreign Subsidiary
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pursuant to commitments under third party financing arrangements then
provided to such Non-Debtor Foreign Subsidiary and (y) in no event
shall the permitted amount of postpetition Intercompany Loans to the
Non-Debtor Foreign Subsidiaries be less than $70,000,000.
2.13 Section 6.11 of the Agreement is hereby amended by (a)
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deleting the word "and" at the end of clause "(iii)" thereof; (b) renumbering
clause "(iv)" thereof as clause "(v)"; and (c) adding at the end of clause
"(iii)" thereof a new clause "(iv)" as follows: "(iv) sales of other surplus
assets of the Borrowers set forth on Schedule 6.11(a), and."
2.14 Section 7.1(m) of the Agreement is hereby amended by (a)
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deleting the word "or" at the end of clause "(xi)" thereof and (b) adding after
clause "(xii)" thereof the following new clause: "or (xiii) the adequate
protection payments payable to the collateral trustee for the benefit of the
holders under the Indentures, all as described in the Final Order;"
2.15 Section 10.3(b) of the Agreement is hereby amended by (a)
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adding in clause "(i)" thereof after the words "Lender Affiliate" the words "or
to an Approved Fund of a Lender"; and (b) adding at the beginning of clause
"(ii)" thereof the following: "other than in the case of an assignment to any
Lender Affiliate or to an Approved Fund of a Lender or to a Person at least 50%
owned by the assignor Lender, or by a common parent of both, or to another
Lender,"; and (c) adding a new subsection (h) thereof as follows:
(h) Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this
Section shall not apply to any pledge or assignment of a security
interest, provided that no such pledge or assignment of a security
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interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party
hereto.
2.16 Section 10.6 of the Agreement is hereby amended by adding
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after the word "employees," the following: "trustees, advisors".
2.17 Section 10.10 of the Agreement is hereby amended by adding
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after the phrase "extend any date for payment of interest" the following: ",
principal or fees".
2.18 Section 10.18 of the Agreement is hereby amended by adding
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after the phrase "thirty (30) days after the Closing Date" the following: "or
such later date to which the Administrative Agent shall, in its sole discretion,
agree in writing".
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2.19 Section 10.19 of the Agreement is hereby amended by adding in
clause "(y)" thereof after the words "Foreign Subsidiary" the following: "other
than Federal-Mogul, S.A. - France".
2.20 Annex A-1 to the Agreement is hereby replaced in its entirety
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by Annex A-1 attached hereto, which Annex reflects the reallocation contemplated
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by Section 2.3 above.
2.21 Annex A-2 to the Agreement is hereby replaced in its entirety
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by Annex A-2 attached hereto, which Annex reflects the reallocation contemplated
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by Section 2.3 above.
2.22 The signature pages to the Agreement are hereby amended to
list, in addition to the Original Lender, the New Lenders, as such new Lenders
are listed on the signature pages to this First Amendment.
2.23 Schedule 3.12 to the Agreement is hereby replaced in its
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entirety by Schedule 3.12 attached hereto.
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Section 3. Assignment and Acceptance.
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3.1 By its execution and delivery hereof, the Original Lender
hereby irrevocably sells and assigns to each of the New Lenders without recourse
to the Original Lender, and each of the New Lenders hereby irrevocably purchases
and assumes from the Original Lender without recourse to the Original Lender, as
of the Effective Date, an undivided interest (the "Assigned Interest") in and to
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all the Original Lender's rights and obligations under the Agreement in a
principal amount as set forth opposite each such New Lender's name on Annex A-1.
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3.2 By its execution and delivery hereof, the Original Lender (i)
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
the Agreement or any other of the Loan Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Agreement,
any other of the Loan Documents or any other instrument or document furnished
pursuant thereto, other than that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear
of any adverse claim; (ii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrowers or the
performance or observance by the Borrowers of any of their respective
obligations under the Agreement, any of the other Loan Documents or any other
instrument or document furnished pursuant thereto; and (iii) requests that the
Administrative Agent evidence the Assigned Interest by recording the information
contained on Annex A-1 in the Register which reflects the assignment being made
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hereby (and after giving effect to any other assignments which have become
effective on the Effective Date).
3.3 By its execution and delivery hereof, each of the New Lenders,
(i) represents and warrants that it is legally authorized to enter into this
First Amendment and that it is an Eligible Assignee; (ii) confirms that it has
received a copy of the Agreement, together with copies of the most recent
financial statements delivered pursuant to the Agreement, and such
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other documents and information as it has deemed appropriate to make its own
credit analysis and to make its own decision to enter into this First Amendment
and thereby become a party to the Agreement; (iii) agrees that it will,
independently and without reliance upon the Administrative Agent, the Original
Lender or any other Lender and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Agreement; (iv) appoints and authorizes
the Administrative Agent to take such action as Administrative Agent on its
behalf and to exercise such powers under the Agreement and the other Loan
Documents as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; (v) agrees that
it will be bound by the provisions of the Agreement and will perform in
accordance with its terms all the obligations which by the terms of the
Agreement are required to be performed by it as a Lender; (vi) if the New Lender
is organized under the laws of a jurisdiction outside the United States,
attaches the forms prescribed by the Internal Revenue Service of the United
States certifying as to the New Lender's exemption from United States
withholding taxes with respect to all payments to be made to the New Lender
under the Agreement or such other documents as are necessary to indicate that
all such payments are subject to such tax at a rate reduced by an applicable tax
treaty; and (vii) has supplied the information requested on the administrative
questionnaire heretofore supplied by the Administrative Agent.
3.4 By its execution and delivery hereof, each of the New Lenders
(i) agrees that any interest, Commitment Fees and Letter of Credit Fees that
accrued prior to the Effective Date shall not be payable to such New Lender and
authorizes and directs the Administrative Agent to deduct such amounts from any
interest, Commitment Fees or Letter of Credit Fees paid to it after the
Effective Date and to pay such amounts to the Original Lender (it being
understood that interest, Commitment Fees and Letter of Credit Fees respecting
the Commitment of the Original Lender and each New Lender that accrue on or
after the Effective Date shall be payable to each such Lender in accordance with
its Commitment), (ii) agrees that if it receives any amount under the Agreement
that is for the account of the Original Lender, it shall receive the same for
the account of such Original Lender to the extent of the Original Lender's
interest therein and shall promptly pay the same to such other party, (iii)
acknowledges that if such New Lender is organized under the laws of a
jurisdiction outside the United States, such New Lender has heretofore furnished
to the Administrative Agent the forms prescribed by the Internal Revenue Service
of the United States certifying as to such New Lender's exemption from United
States withholding taxes with respect to any payments to be made to such New
Lender under the Agreement (or such other documents as are necessary to indicate
that all such payments are subject to such tax at a rate reduced by an
applicable tax treaty).
3.5 From and after the Effective Date, (i) each New Lender will
pay to the Administrative Agent (for the account of the Original Lender) such
amount as represents such New Lender's pro rata portion of the aggregate
principal amount of the Loans that are outstanding on the Effective Date and
such New Lender's pro rata portion of the aggregate amount of the then
unreimbursed drafts, if any, that were theretofore drawn under Letters of
Credit, and (ii) the Administrative Agent shall pay to each New Lender such fees
as have been previously agreed to between the Administrative Agent and such New
Lender.
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3.6 From and after the Effective Date, (i) each of the New Lenders
shall be a party to the Agreement and, to the extent provided in this First
Amendment, have the rights and obligations of a Lender thereunder, and (ii) the
Original Lender shall, to the extent provided in this First Amendment,
relinquish its rights and be released from its obligations under the Agreement.
3.7 The execution of this First Amendment by the Borrowers, the
Administrative Agent and the Fronting Bank is evidence of the consents required
pursuant to Section 10.3(e) of the Agreement. In addition, to the extent it is
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not satisfied by virtue of execution and delivery hereof, the condition
contained in clause (iii) of Section 10.3(e) of the Agreement is hereby waived.
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Pursuant to Section 2.7(e) of the Agreement, the Borrowers agree to execute and
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deliver a promissory note payable to the order of each New Lender requesting
that Loans made by it be evidenced by a promissory note to evidence the
assignment and assumption provided for herein.
3.8 By executing and delivering this First Amendment, each New
Lender hereby becomes party to the Agreement as a Lender, with all of the
rights, privileges, obligations and duties of a Lender thereunder. Without
limiting the generality of the foregoing, each New Lender agrees to perform its
duties and obligations under the Agreement in accordance with the terms thereof.
Section 4. Termination of Initial Period. Each of the Borrowers, the
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Lenders and the Administrative Agent hereby acknowledge and agree that the
Initial Period terminated on November 20, 2001.
Section 5. Effectiveness. The effectiveness of this First Amendment
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is conditioned upon the Administrative Agent's receipt of executed counterparts
of this First Amendment which, when taken together, bear the signatures of the
Borrowers, the Original Lender and each New Lender (or, in the case of any party
as to which an executed counterpart shall not have been received, the
Administrative Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party). The "Effective Date" shall mean the first Business Day on which the
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foregoing condition is fully satisfied.
Section 6. Representations and Warranties. Each Borrower represents
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and warrants to the Lenders that:
6.1 After giving effect to the amendments contained herein and
taking into account all prior written waivers and amendments in respect of the
Agreement, the representations and warranties of the Borrowers contained in
Section 3 of the Agreement are true and correct in all material respects on and
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as of the date hereof as if such representations and warranties had been made on
and as of the date hereof (except to the extent that any such representations
and warranties specifically relate to an earlier date); and
6.2 After giving effect to the amendments contained herein and
taking into account all prior written waivers and amendments in respect of the
Agreement, (i) each Borrower
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is in compliance with all the terms and provisions set forth in the Agreement,
and (ii) no Event of Default has occurred and is continuing or would result from
the execution, delivery and performance of this First Amendment.
Section 7. Choice of Law. THIS FIRST AMENDMENT SHALL IN ALL RESPECTS
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE
AND THE BANKRUPTCY CODE.
Section 8. Full Force and Effect. Except as specifically amended
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hereby, all of the terms and conditions of the Agreement shall remain in full
force and effect, and the same are hereby ratified and confirmed. No reference
to this First Amendment need be made in any instrument or document at any time
referring to the Agreement, a reference to the Agreement in any such instrument
or document to be deemed a reference to the Agreement as amended hereby.
Section 9. Counterparts. This First Amendment may be executed in any
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number of counterparts, each of which shall constitute an original, but all of
which taken together shall constitute one and the same agreement.
Section 10. Headings. The various headings of this First Amendment are
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inserted for convenience only and shall not affect the meaning or interpretation
of this First Amendment or any provisions hereof.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly executed as of the day and the year first written.
BORROWERS:
FEDERAL-MOGUL CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
J.W.J. HOLDINGS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FEDERAL-MOGUL TRI-WAY, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
▇▇▇▇▇▇ AUTOMOTIVE COMPANY, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FEDERAL MOGUL VENTURE
CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FEDERAL-MOGUL GLOBAL PROPERTIES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Treasurer
FEDERAL-MOGUL WORLD WIDE, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Treasurer
FELT PRODUCTS MFG. CO.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FM INTERNATIONAL, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FEDERAL-MOGUL U.K. HOLDINGS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FEDERAL-MOGUL GLOBAL INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
T&N INDUSTRIES INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FERODO AMERICA, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
GASKET HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FEDERAL-MOGUL MYSTIC, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FEDERAL-MOGUL POWERTRAIN, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FEDERAL-MOGUL PISTON RINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
▇▇▇▇▇▇ SEALING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FEDERAL-MOGUL DUTCH HOLDINGS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FEDERAL-MOGUL IGNITION COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
FEDERAL-MOGUL PRODUCTS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Treasurer
FEDERAL-MOGUL FX, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
FEDERAL-MOGUL PUERTO RICO, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
LENDERS:
JPMORGAN CHASE BANK
Individually and as Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Authorized Officer
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Duly Authorized Signatory
THE CIT GROUP/BUSINESS CREDIT,
INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
First Union National Bank
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
FOOTHILL CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
GMAC BUSINESS CREDIT, LLC
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
THE BANK OF NOVA SCOTIA
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
BANK ONE, NA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SOCIETE GENERALE
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
BANK OF SCOTLAND
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
CIBC INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
CIBG World Markets Corp.,
As Agent
GUARANTY BUSINESS CREDIT
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
BAYERISCHE HYPO-UND
VEREINSBANK AG
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Associate Director
BAYERISCHE HYPO-UND
VEREINSBANK AG
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
▇▇▇▇▇▇ FINANCIAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
TRANSAMERICA BUSINESS
CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, as Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
THE ROYAL BANK OF SCOTLAND PLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President Specialized Lending
Services
THE PROVIDENT BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Portfolio Manager, AVP
▇▇▇▇▇▇▇ BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ FOUNDATION
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as
Investment Adviser
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as
Investment Adviser
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. under
Delegated authority from Massachusetts
Mutual Life Insurance Company as
Investment Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
MASSMUTUAL HIGH YIELD PARTNERS II LLC
By: HYP Management, Inc. as Managing
Member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
RIVIERA FUNDING LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
PROTECTIVE LIFE INSURANCE
COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
NORTHWOODS CAPITAL, LIMITED
By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., L.P.
As Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
NORTHWOODS CAPITAL II, LIMITED
By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., L.P.
As Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
NORTHWOODS CAPITAL III, LIMITED
By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., L.P.
As Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
LENDERS:
JPMORGAN CHASE BANK,
Individually and as Administrative Agent
By:
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
TORONTO DOMINION (NEW YORK), INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Title: Vice President
----------------------------------
[LENDER NAME]
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
[LENDER NAME]
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
[LENDER NAME]
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
14
STANWICH LOAN FUNDING LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
OAK HILL CREDIT PARTNERS I,
LIMITED
BY: OAK HILL CLO MANAGEMENT,
LLC
AS INVESTMENT MANAGER
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇▇▇▇▇▇▇ SENIOR FLOATING
RATE FUND
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
BLACK DIAMOND INTERNATIONAL
FUNDING, LTD.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
EAST WEST BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
MUIRFIELD TRADING LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
LAGUNA FUNDING TRUST
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Agent