EXHIBIT 10.N
AGREEMENT AND FIRST AMENDMENT
TO CREDIT AGREEMENT
(November 17, 1999)
THIS AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (this "AGREEMENT"),
dated as of November 17, 1999, is made and entered into by and among SANTA ▇▇
▇▇▇▇▇▇ CORPORATION (the "COMPANY"), a Delaware corporation; the financial
institutions listed on the signature pages hereto; and CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION ("CHASE TEXAS"), acting in its capacity as agent (in such
capacity, the "AGENT"). The Company, the financial institutions parties hereto,
and the Agent are herein sometimes called the "PARTIES".
RECITALS:
1. The Company, the Agent, certain of the Parties, and other financial
institutions entered into a Credit Agreement dated as of May 5, 1999 (the
"CREDIT AGREEMENT").
2. SECTION 2.9 of the Credit Agreement permits the Company to effectuate
an increase in the Aggregate Commitment by adding to the Credit Agreement one or
more commercial banks or other financial institutions, or by allowing one or
more Banks to increase its Commitment under the Credit Agreement, PROVIDED
certain criteria are met. Pursuant to SECTION 2.9, this increase can be effected
without the consent of the Banks whose Commitments do not change. The Company
has notified the Agent of its desire to exercise its rights under said SECTION
2.9.
3. The Parties desire to reflect the Company's exercise of its rights
under SECTION 2.9 of the Credit Agreement, to adopt the Credit Agreement as
their own agreement and to amend the Credit Agreement in certain respects to
reflect the increase in the Aggregate Commitment, to provide for additional
financial institutions to become Banks, to change the Commitments of certain
Banks, and to make certain other changes thereto, all as more fully described
below; and to ratify, confirm and continue the Credit Agreement as so adopted
and amended. Banks which are not parties to this Agreement shall retain their
existing Commitments under the Credit Agreement.
AGREEMENTS:
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by
the Parties, the Parties agree as follows:
1. AMENDMENT AND ADOPTION OF THE CREDIT AGREEMENT. The Parties hereby
adopt and continue the Credit Agreement as their own agreement. By executing
this Agreement, each of the Parties agrees to be bound by the terms of the
Credit Agreement as hereby adopted and amended. Each of the financial
institutions executing this Agreement shall have the rights of and be obligated
to perform the obligations of a Bank under the Credit Documents and, together
with the other Banks, shall be considered a "Bank" for all purposes of the
Credit Documents.
2. AMENDMENT OF DEFINITIONS. SECTION 1.1 of the Credit Agreement is
amended to amend the following definitions:
"COMMITMENT" shall mean, as to any Bank, the obligation, if any, of
such Bank to extend credit to the Company in the form of Loans and Letters
of Credit in an aggregate principal amount at any one time outstanding up
to but not exceeding the amount set forth opposite such Bank's name (i) in
the case of Banks which are not parties to the First Amendment, on the
signature pages of this Agreement under the caption "Commitment" or in
such Bank's Assignment Agreement and (ii) in the case of Banks which are
parties to the First Amendment, on the signature pages of the First
Amendment under the caption "Commitment" or in its Assignment Agreement
(in each case of (i) or (ii) above, as the same may be reduced from time
to time or terminated pursuant to SECTION 2.3, or modified pursuant to
SECTION 12.6).
3. ADDITIONAL DEFINITION. There is hereby added to SECTION 1.1 of the
Credit Agreement the following definition:
""FIRST AMENDMENT" shall mean the Agreement and First Amendment to
Credit Agreement dated as of November 17, 1999."
4. AMENDMENT OF SECTION 2.7 OF THE CREDIT AGREEMENT. SECTION 2.7 of the
Credit Agreement is hereby amended by deleting from the first sentence thereof
the words "as originally in effect".
5. REPRESENTATIONS OF THE COMPANY. The Company hereby represents and
warrants to the Agent and each Bank as follows:
(a) no Default has occurred and is continuing;
(b) there has been no Material Adverse Change since the date of
the Credit Agreement;
(c) all representations and warranties made in each Credit Document
are true and correct in all material respects on and as of the date of
this Agreement, with the same force and effect as if made on and as of
such date (except as the same are expressly stated in the Credit Documents
to be made only as of a specific earlier date, in which case the same
shall have been true and correct in all material respects as of such
earlier date); and
(d) no Eurodollar Loan is outstanding on the date of this
Agreement.
6. CONDITIONS PRECEDENT. This Agreement shall become effective on the
date (the "EFFECTIVE DATE") that each of the following conditions shall have
been satisfied or waived in the discretion of the Agent:
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(a) CORPORATE ACTION AND STATUS. The Agent shall have received
copies of the resolutions of the Board of Directors of the Company,
certified by the Secretary of the Company, for all corporate action taken
by the Company authorizing the execution, delivery and performance of this
Agreement and the Notes.
(b) INCUMBENCY. The Company shall have delivered to the Agent a
certificate in respect of the name and signature of each officer who (i)
is authorized to sign on its behalf this Agreement and the Notes and (ii)
will, until replaced by another officer or officers duly authorized for
that purpose, act as its representative for the purposes of signing
documents and giving notices and other communications in connection with
this Agreement and the other Credit Documents. The Agent and each Bank may
conclusively rely on such certificates until they receive notice in
writing from the Company to the contrary.
(c) NOTES. The Agent shall have received the appropriate Note of the
Company for each Bank, in the amount of each Bank's Commitment, duly
completed and executed.
(d) CREDIT DOCUMENTS; EXPENSES. The Company shall have duly executed
and delivered this Agreement and the other Credit Documents provided for
herein to which it is a party, and each such Credit Document shall be in
Proper Form. Each such Credit Document shall be in substantially the form
furnished to the Banks prior to their execution of this Agreement,
together with such non-material changes therein as the Agent may approve
in its discretion. The Company shall have paid to the Agent all fees and
expenses, including those for the benefit of the Banks, in the amounts
previously agreed upon in writing among the Company and the Agent and all
amounts due under SECTION 12.
(e) COUNTERPARTS. The Agent shall have received counterparts of this
Agreement duly executed and delivered by or on behalf of each of the
parties thereto (or, in the case of any Bank as to which the Agent shall
not have received such a counterpart, the Agent shall have received
evidence satisfactory to it of the execution and delivery by such Bank of
a counterpart hereof).
(f) CONSENTS. The Agent shall have received evidence satisfactory to
it in its discretion that all consents of each Governmental Authority and
of each other Person, if any, required in connection with the execution,
delivery and performance of this Agreement and the Notes have been
received and remain in full force and effect.
(g) OTHER DOCUMENTS. The Agent shall have received such other
documents consistent with the terms of this Agreement and relating to the
transactions contemplated hereby as the Agent may reasonably request.
(h) NO DEFAULT. No Default shall have occurred and be
continuing.
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(i) NO LEGAL BAR. Such effectiveness shall not violate any
Legal Requirement applicable to the Agent or any Bank.
PROVIDED, HOWEVER, that this Agreement shall not become effective or be binding
on any Party unless all of the foregoing conditions are satisfied not later than
November 30, 1999. The Agent shall promptly notify the Company and the Banks of
the Effective Date, and such notice shall be conclusive and binding on all
Parties. All provisions and payments required by this SECTION 6 are subject to
the provisions of SECTION 12.8 of the Credit Agreement.
7. ACKNOWLEDGMENTS; APPOINTMENT AND AUTHORIZATION. Each of The Sanwa
Bank Ltd., The Bank of Tokyo-Mitsubishi, Ltd. and Credit Suisse First Boston
(collectively, the "NEW BANKS") hereby (a) acknowledges receipt of copies of the
Credit Agreement and the most recent financial statements of the Company, and
(b) acknowledges and agrees that (1) it has, independently and without reliance
upon the Agent or any other Bank and based on the financial statements of the
Company delivered to such New Bank by the Company and such other documents and
information as such New Bank has deemed appropriate, made its own credit
analysis and decision to become a Bank and (2) it is a Bank for all purposes of
the Credit Agreement, with all of the rights, liabilities and obligations of a
Bank to the extent of its Commitment. Each New Bank irrevocably appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under the Credit Agreement and the Notes as are delegated to the
Agent by the terms of the Credit Agreement or the Notes, together with all such
powers as are reasonably incidental thereto, and agrees with the Agent to all
matters set forth in SECTION 11 of the Credit Agreement.
8. COLLATERAL. Each of the Banks represents to the Agent and each of
the other Banks that it in good faith is not relying upon any "margin stock" (as
defined in Regulation U) as collateral in the extension or maintenance of the
credit provided for in the Credit Agreement.
9. WAIVER OF JURY TRIAL. EACH OF THE COMPANY, THE AGENT AND THE BANKS
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THE CREDIT AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED THEREBY.
10. RATIFICATION. Except as expressly amended hereby, the Credit
Agreement, as hereby adopted and amended, is in all respects ratified, confirmed
and continued as the agreement of the Parties and is, and shall continue to be,
in full force and effect and binding upon the Parties. The Company hereby agrees
and acknowledges that all of its liabilities and obligations under the Credit
Agreement, as hereby adopted and amended, remain in full force and effect and
binding upon it as of the date of this Agreement.
11. DEFINITIONS AND REFERENCES. Unless otherwise defined herein, terms
used herein which are defined in the Credit Agreement shall have the meanings
therein ascribed to them. The term "Agreement" as used in the Credit Agreement
and the term "Credit Agreement" as used in this Agreement or in any other
instrument, document or writing furnished to the Agent or any Bank by or on
behalf of the Company shall mean the Credit Agreement as hereby amended.
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12. EXPENSES; ADDITIONAL INFORMATION. The Company shall pay to the Agent
on demand (i) all out-of-pocket expenses (including fees and disbursements of
special counsel to the Agent and expenses of syndication) in connection with the
preparation and administration of this Agreement, any waiver or consent
hereunder and any amendment hereof, and (ii) if an Event of Default occurs, all
out-of-pocket expenses incurred by the Agent and each Bank, including fees and
disbursements of counsel, in connection with such Event of Default and
collection, bankruptcy, insolvency and other enforcement proceedings resulting
therefrom.
13. SEVERABILITY. If any term or provision of this Agreement or the
application thereof to any Person or circumstances shall, to any extent, be
deemed invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to Persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby and this Agreement shall be valid and enforced to the fullest extent
permitted by applicable law. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions thereof or affecting the validity or
enforceability of such provision in any other jurisdiction and, to this end, the
provisions of this Agreement are severable.
14. MISCELLANEOUS. This Agreement (a) shall be binding upon and inure to
the benefit of the Company, the Agent and the Banks and their respective
successors and assigns (however, the Company may not assign its rights hereunder
without the express prior written consent of all Banks); (b) may be modified or
amended only in the manner prescribed for amendments to the Credit Agreement in
SECTION 12.5 of the Credit Agreement; (c) SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (TO THE EXTENT PERMITTED BY LAW,
OTHER THAN ITS CONFLICT OF LAW RULES) AND OF THE UNITED STATES OF AMERICA; (d)
may be executed in several counterparts, and by the Parties on separate
counterparts, and each counterpart, when so executed and delivered, shall
constitute an original agreement, and all such separate counterparts shall
constitute but one and the same agreement, and (e) together with the Credit
Agreement and the Notes, embodies the entire agreement and understanding among
the Parties with respect to the subject matter hereof and supersedes all prior
agreements, consents and understandings relating to such subject matter. The
headings herein shall be accorded no significance in interpreting this
Agreement.
15. ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE CREDIT AGREEMENT
AND THE NOTES, REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AS TO THE
SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their respective duly authorized officers effective as of the date provided
herein.
SANTA ▇▇ ▇▇▇▇▇▇ CORPORATION,
a Delaware corporation
By:_______________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Executive Vice
President and Chief Financial Officer
Address for Notices:
Santa ▇▇ ▇▇▇▇▇▇ Corporation
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Treasurer
COMMITMENT: CHASE BANK OF TEXAS, NATIONAL
$43,000,000 ASSOCIATION, Individually and as
Administrative Agent
By:_______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
Address for Notices:
Domestic and Eurodollar
Lending Offices: Chase Bank of Texas,
National Association
Chase Bank of Texas, 1 Chase Manhattan Plaza
National Association ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ E-Mail Address: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Attn.: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail Address: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
WITH A COPY TO:
--------------
Chase Bank of Texas, National Association
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▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn.: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail Address: ____________________
Attn.: ▇▇▇▇▇ ▇▇▇▇▇▇▇
COMMITMENT: ABN AMRO BANK N.V., INDIVIDUALLY AND AS A
$35,375,000 CO-AGENT
By:_______________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Group Vice President
By:_______________________________________
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President
ADDRESS FOR ALL REQUIRED
FINANCIAL INFORMATION:
ABN AMRO Bank N.V.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Credit Administration
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail Address: _____________________
WITH A COPY TO:
ABN AMRO Bank N.V.
Three Riverway, Suite 1700
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail Address: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
LOAN ADMINISTRATION CONTACTS:
ABN AMRO Bank N.V.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Loan Administration
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail Address: _____________________
LETTER OF CREDIT CONTACTS:
ABN AMRO Bank N.V.
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Trade Services Department
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail Address:____________________________
COMMITMENT: BANK ONE, TEXAS, N.A., Individually and as
$43,000,000 Co-Documentation Agent
By:_______________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇
Senior Vice President
CREDIT CONTACT:
Domestic and Eurodollar ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn.: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇
Bank One, Texas, N.A. Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ E-Mail Address: _____________________
ADMINISTRATIVE CONTACTS -
BORROWINGS, PAYMENTS, INTEREST, ETC.:
Tax Withholding Information: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Tax ID No.: Attn.: Ms. ▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
REMITTANCE INSTRUCTIONS:
Bank One, Texas, N.A.
ABA Transmit No.: ▇▇▇▇▇▇▇▇▇
Name of Account: Loan Services
Account No.: 1065151010
Attn.: ___________________
Re: Santa ▇▇ ▇▇▇▇▇▇ Corporation
COMMITMENT: BANK OF AMERICA, NATIONAL
$43,000,000 ASSOCIATION, formerly known as Bank of
America, National Trust and Savings
Association, Individually and as Syndication
Agent
By:_______________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Managing Director
Domestic and Eurodollar CREDIT CONTACT:
Lending Offices: Bank of America, National Association
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
Bank of America, National Association ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇.: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
ADMINISTRATIVE CONTACTS -
BORROWINGS, PAYMENTS, INTEREST, ETC.:
▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn.: ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
COMPETITIVE BID CONTACT:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
PAYMENT INSTRUCTIONS:
Bank of America, National Association
ABA Routing No.: ▇▇▇▇▇▇▇▇▇
Acct. No.: 1292000883
COMMITMENT: ▇▇▇▇▇ FARGO BANK (TEXAS), N.A.,
$35,375,000 Individually and as Co-Documentation Agent
By:_______________________________________
▇▇▇▇▇ ▇. ▇▇▇▇
Assistant Vice President
ADDRESS FOR BUSINESS MATTERS:
Domestic and Eurodollar ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
Lending Offices: ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ Fargo Bank Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ E-Mail Address: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
ADDRESS FOR ADMINISTRATIVE MATTERS:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail Address: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
REMITTANCE INSTRUCTIONS:
▇▇▇▇▇ Fargo Bank
ABA #: ▇▇▇▇▇▇▇▇▇
Name of Account: Santa ▇▇ ▇▇▇▇▇▇
Additional Info.: Loan Accounting Dept.-
Syndication
COMMITMENT: BANK OF MONTREAL
$20,000,000
By:_______________________________________
M. A. ▇▇▇▇▇▇
Director
Address for Notices:
Domestic and Eurodollar 700 Louisiana, Suite 4400
Lending Offices: ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Floor Telephone: 713/▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telecopy: 713/223-4007
E-Mail Address: _____________________
ADMINISTRATIVE MATTERS:
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇. ▇. ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
PAYMENT INSTRUCTIONS:
▇▇▇▇▇▇ Trust & Savings Bank
ABA #▇▇▇▇▇▇▇▇▇
For Credit To: Bank of Montreal, Chicago
Branch
Attn.: ▇. ▇▇▇▇▇▇▇▇
Reference: Santa ▇▇ ▇▇▇▇▇▇ Corporation
COMMITMENT: THE INDUSTRIAL BANK OF JAPAN,
$20,000,000 LIMITED, NEW YORK BRANCH
By:_______________________________________
Name:_____________________________________
Title:____________________________________
Address for Notices:
Domestic and Eurodollar Three ▇▇▇▇▇ Center, Suite 4850
Lending Offices: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
The Industrial Bank of Japan, Limited, Attn.: Mr. ▇▇▇ ▇▇▇▇▇, Vice President
New York Branch Telephone: (713) 651-9444 ext. 103
1251 Avenue of the Americas Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
WITH A COPY TO:
The Industrial Bank of Japan, Limited,
New York Branch
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn.: Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Credit
Administration
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇/(▇▇▇) ▇▇▇-▇▇▇▇
PAYMENT INSTRUCTIONS:
(VIA FED)
The Industrial Bank of Japan, Limited,
New York Branch
ABA#: ▇▇▇▇▇▇▇▇▇
Reference: SANTA ▇▇ ▇▇▇▇▇▇ CORPORATION
COMMITMENT: DEUTSCHE BANK AG, NEW YORK BRANCH
$32,500,000 A/O CAYMAN ISLANDS BRANCH
By:_______________________________________
Name:_____________________________________
Title:____________________________________
By:_______________________________________
Name:_____________________________________
Title:____________________________________
Address for Notices:
DOMESTIC LENDING OFFICE:
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
Deutsche Bank AG ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
New York Branch Attn.: ▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇/4139
WITH A COPY TO:
EURODOLLAR LENDING OFFICE:
Deutsche Bank AG
Deutsche Bank AG New York Branch
Cayman Island Branch ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇/▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇/4139 Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
OPERATION CONTACT:
Deutsche Bank AG
New York Branch
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇/4139
PAYMENT INSTRUCTIONS:
Deutsche Bank AG
New York Branch
ABA#: ▇▇▇▇▇▇▇▇▇
Reference: Santa ▇▇ ▇▇▇▇▇▇
COMMITMENT: CREDIT LYONNAIS NEW YORK BRANCH,
$35,375,000 Individually and as a Co-Agent
By:_______________________________________
Philippe Soustra
Senior Vice President
CREDIT CONTACT:
Domestic and Eurodollar 1000 Louisiana, Suite 5360
Lending Offices: ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Credit Lyonnais New York Branch Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
1301 Avenue of the Americas Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇)▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ E-Mail Address: _____________________
BACKUP CONTACT:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇
ADMINISTRATIVE CONTACTS -
BORROWINGS, PAYMENTS, INTEREST, ETC.:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇
PAYMENT INSTRUCTIONS:
Credit Lyonnais New York
ABA No.: ▇▇▇▇▇▇▇▇▇
Account No.: 01-88179-3701-00-179
Ref.: Santa ▇▇ ▇▇▇▇▇▇
COMMITMENT: THE BANK OF NEW YORK
$20,000,000
By:_______________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
CREDIT CONTACT:
Domestic and Eurodollar One Wall Street, 19th Floor
Lending Offices: ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
The Bank of New York Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Energy Division E-Mail Address: ▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ADMINISTRATIVE CONTACTS -
BORROWINGS, PAYMENTS, INTEREST, ETC.:
Tax Withholding Information: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Tax ID No.: ▇▇-▇▇▇▇▇▇▇ Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
REMITTANCE INSTRUCTIONS:
-----------------------
The Bank of New York
ABA Transmit No.: ▇▇▇▇▇▇▇▇▇
Name of Account: Commercial Loan Dept.
GLA No.: 111556
Ref.: Account Name
COMMITMENT: SALOMON BROTHERS HOLDING
$35,375,000 COMPANY INC., Individually and as a Co-Agent
By:_______________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Managing Director
Domestic and Eurodollar CREDIT CONTACT:
Lending Offices: ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________________ Attn.: ▇▇▇▇ ▇▇▇▇▇, Assistant Vice President
__________________________ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
__________________________ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail Address: _____________________
BACK-UP CREDIT CONTACT:
▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn.: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
ADMINISTRATIVE CONTACTS -
BORROWINGS, PAYMENTS, INTEREST, ETC.:
2 Pennsway, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (302) _______________
PAYMENT INSTRUCTIONS:
Chase Manhattan Bank
New York, NY
ABA Transmit No.: ▇▇▇-▇▇▇-▇▇▇
Acct. Name: Salomon Brothers Holding Co., Inc.
Account No.: 066 296 722
Attn.: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Re: Santa ▇▇ ▇▇▇▇▇▇, Bank Loan Dept.
COMMITMENT: THE SANWA BANK, LIMITED
$20,000,000
By:_________________________________________
C. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President
Address for Notices:
Domestic and Eurodollar
Lending Offices: The Sanwa Bank, Limited
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
The Sanwa Bank, Limited ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Mr. C. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ E-Mail Address: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Attn.: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
WITH A COPY TO:
The Sanwa Bank, Limited
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail Address: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇
Attn.: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
COMMITMENT: THE BANK OF TOKYO-MITSUBISHI, LTD.
$15,000,000
By:_______________________________________
Name:____________________________________
Title:_____________________________________
Address for Notices:
Domestic and Eurodollar
Lending Offices: The Bank of Tokyo-Mitsubishi, Ltd.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
The Bank of Tokyo-Mitsubishi, Ltd. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
1100 Louisiana, Ste. 2800 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇/3815
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇/658-0116
Attention: ▇. ▇. ▇▇▇▇▇▇▇▇ E-Mail Address: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail Address: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
WITH A COPY TO:
_________________________________
_________________________________
_________________________________
Attn.: __________________________
Telephone: ______________________
Telecopy: _______________________
E_Mail Address: _________________
Attn.: __________________________
COMMITMENT: CREDIT SUISSE FIRST BOSTON
$10,000,000
By:_______________________________________
Name:_____________________________________
Title:____________________________________
By:_______________________________________
Name:_____________________________________
Title:____________________________________
Address for Notices:
Domestic and Eurodollar
Lending Offices: Credit Suisse First Boston
__________________________
_______________________________ __________________________
_______________________________ Telephone:________________
_______________________________ Telecopy:_________________
Attention: ____________________ E-Mail Address: ______________________
Telephone: ___________________ Attn.: ___________________
Telecopy: ____________________
E-Mail Address: _______________
WITH A COPY TO:
_______________________________
_______________________________
_______________________________
Attn.:_________________________
Telephone:_____________________
Telecopy:______________________
E-Mail Address:________________
Attn.:_________________________