AMENDMENT TO CREDIT AGREEMENTS
Exhibit 10.4
AMENDMENT TO CREDIT AGREEMENTS
AMENDMENT dated as of October 31, 2007 to (i) the Five-Year Credit Agreement dated as of October 21, 2005, as amended, among General ▇▇▇▇▇, Inc., as borrower, the several financial institutions from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the Five-Year Credit Agreement dated as of October 9, 2007 among General ▇▇▇▇▇, Inc., as borrower, the several financial institutions from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the Five-Year Credit Agreements referred to in (i) and (ii) above, collectively, the “Agreements”).
The parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the Agreements shall have the meaning assigned to such term in the Agreements. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in any Agreement shall from and after the date hereof refer to such Agreement as amended hereby.
SECTION 2. Amendments. Section 6.03(a) of each Agreement is amended to read in its entirety as follows:
(a) of the occurrence of any Default or Event of Default;
SECTION 3. Representations and Warranties. The Company hereby represents and warrants that as of the date hereof and after giving effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Company set forth in each Agreement after giving effect to this Amendment is true and correct as though made on and as of such date.
SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
Section 5. Counterparts; Effectiveness. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective as to each Agreement as of the date hereof when such Administrative Agent shall have received duly executed counterparts hereof signed by the Company and the Majority Banks under such Agreement.
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GENERAL ▇▇▇▇▇, INC. |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Title: Vice President, Treasurer |
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JPMORGAN CHASE BANK, N.A., |
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as Administrative Agent and as a Bank |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇ |
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Name: ▇▇▇▇ ▇▇▇▇ |
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Title: Vice President |
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ABN AMRO BANK N.V. |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: Director |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇ |
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Title: Director |
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Bank of America, N.A. |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Title: Senior Vice President |
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THE BANK OF NEW YORK |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
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Title: Vice President |
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The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ |
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Title: Vice President & Manager |
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BARCLAYS BANK PLC |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Associate Director |
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BNP Paribas |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Managing Director |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Director |
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CALYON NEW YORK BRANCH |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
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Title: Director |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Managing Director |
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CITIBANK, N.A. |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: Vice President |
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COÖPERATIEVE CENTRALE |
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RAIFFEISEN-BOERENLEENBANK B.A., |
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“ROBOBANK INTERNATIONAL” NEW |
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YORK BRANCH |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇ |
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Title: Vice President |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Executive Director |
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CREDIT SUISSE, Cayman Islands Branch |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Director |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Assistant Vice President |
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DEUTCHE BANK AG New York Branch |
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As Documentation Agent and as a Bank |
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By: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: Managing Director |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Title: Vice President |
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▇▇▇▇▇▇ BROTHERS COMMERCIAL BANK |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Authorized Signatory |
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▇▇▇▇▇▇ COMMERCIAL PAPER INC. |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: Authorized Signatory |
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MELLON BANK, N.A. |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
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Title: First Vice President |
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▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: Vice President |
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MIZUHO CORPORATE BANK, LTD. |
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By: |
/s/ Hidekatsu Take |
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Name: Hidekatsu Take |
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Title: Deputy General Manager |
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Authorized Signatory |
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SUMITOMO MITSUI BANKING |
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CORPORATION |
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By: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Title: General Manager |
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SunTrust Bank |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: Director |
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▇▇▇▇▇ FARGO BANK, NATIONAL |
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ASSOCIATION |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Title: Vice President and Senior Banker |
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U.S. Bank National Association |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: Vice President |
