Exhibit 10.1
EXECUTION
WORLD COLOR PRESS, INC.
SIXTH AMENDMENT
TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
This SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of November 11, 1998 and entered into by and
among WORLD COLOR PRESS, INC., a Delaware corporation ("Company"), the Lenders
party to the Credit Agreement referred to below on the date hereof (the
"Lenders") that are party hereto, and BANKERS TRUST COMPANY, as Administrative
Agent, and, for purposes of Section 6 hereof, THE SUBSIDIARIES OF COMPANY LISTED
ON THE SIGNATURE PAGES HERETO (each a "Guarantor" and collectively, the
"Guarantors"). All capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement (as defined
below).
RECITALS
WHEREAS, Company, the Lenders, BancAmerica Securities, Inc., as
Syndication Agent, Citibank, N.A., as Documentation Agent and Bankers Trust
Company, as Administrative Agent, are parties to that certain Second Amended and
Restated Credit Agreement dated as of June 6, 1996, as amended or modified by
that certain First Amendment to Second Amended and Restated Credit Agreement
dated as of June 10, 1996, as further amended or modified by that certain
Limited Waiver, Consent and Second Amendment to Second Amended and Restated
Credit Agreement dated as of June 9, 1997, as further amended or modified by
that certain Third Amendment to Second Amended and Restated Credit Agreement
dated as of June 27, 1997, as further amended or modified by that certain
Limited Waiver, Consent and Fourth Amendment to Second Amended and Restated
Credit Agreement dated as of September 29, 1997 and as further amended or
modified by that certain Fifth Amendment to Second Amended and Restated Credit
Agreement dated as of June 4, 1998 (as so amended and modified, the "Credit
Agreement").
WHEREAS, the parties hereto wish to amend and modify the Credit
Agreement to make certain amendments as set forth below.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1
AMENDMENTS AND CONSENT
A. Subsection 1.1 of the Credit Agreement is hereby amended by
amending and restating the following definition:
`Subordinated Indebtedness' means the Indebtedness evidenced by the
Senior Subordinated Notes, the Additional Subordinated Indebtedness
and any other
Indebtedness of Company incurred with the consent of Administrative
Agent and Requisite Lenders in their sole discretion or that is
otherwise permitted under subsection 6.1 of the Credit Agreement,
including but not limited to Refinancing Indebtedness permitted
under 6.1(vi) of the Credit Agreement, and that is, in each case,
subordinate in right and time of payment to the Obligations.
B. Subsection 6.5(iii) and 6.5(iv) of the Credit Agreement is hereby
amended and restated as follows:
"(iii) Company may make Restricted Junior Payments to the holders of
the Senior Subordinated Notes and the holders of the Additional
Subordinated Indebtedness and other Subordinated Indebtedness from
the proceeds of the sale of Equity Securities of Company and the
proceeds of Refinancing Indebtedness of such Subordinated
Indebtedness permitted under subsection 6.1(vi) of the Credit
Agreement and the proceeds of Subordinated Indebtedness permitted
under subsection 6.1(xii) of the Credit Agreement that matures not
earlier than one year following the Commitment Termination Date;
(iv) Company may make scheduled interest payments on the Senior
Subordinated Notes (to the extent permitted by the subordination
provisions of the Senior Subordinated Note Indenture) and in respect
of the Additional Subordinated Indebtedness or other Subordinated
Indebtedness (to the extent permitted by the subordination
provisions of the instruments evidencing such Additional
Subordinated Indebtedness or such other Subordinated Indebtedness,
as the case may be, and the documents pursuant to which such
Additional Subordinated Indebtedness or such other Subordinated
Indebtedness as the case may be, is issued);"
SECTION 2
LIMITATION OF AMENDMENTS
Without limiting the generality of the provisions of subsection 9.7
of the Credit Agreement, the amendments set forth above shall be limited
precisely by their terms, shall not have any force or effect with respect to any
other matter except as expressly provided above, and nothing in this Amendment
shall be deemed to:
(a) constitute a waiver or modification of any other term, provision
or condition of the Credit Agreement or any other instrument or
agreement referred to therein; or
(b) prejudice any right or remedy that Administrative Agent or any
Lender may now have (except to the extent such right or remedy was
based upon existing defaults that will not exist after giving effect
to this Amendment) or may have in the future under or in connection
with the Credit Agreement or any other instrument or agreement
referred to therein.
Except as expressly set forth herein, the terms, provisions and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and in all other respects are hereby ratified and
confirmed.
2
SECTION 3
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective only upon the satisfaction of
all of the following conditions precedent (the date of satisfaction of such
conditions being referred to herein as the "Sixth Amendment Effective Date"):
A. On or before the Sixth Amendment Effective Date, Company and the
Guarantors shall have delivered to Administrative Agent executed copies of this
Amendment.
B. On or before the Sixth Amendment Effective Date, Administrative
Agent and Requisite Lenders shall have delivered to Administrative Agent an
executed original or telefacsimile of a counterpart of this Amendment or shall
have orally confirmed to Administrative Agent that such Lender agreed to all of
the terms and conditions of this Amendment, as set forth herein.
C. On or before the Sixth Amendment Effective Date, Company shall
have delivered Resolutions of the Board of Directors of Company approving and
authorizing the execution, delivery and performance of this Amendment, certified
as of the Sixth Amendment Effective Date by its corporate secretary or an
assistant secretary as being in full force and effect without modification or
amendment and shall have delivered an Officer's Certificate in form and
substance satisfactory to the Administrative Agent certifying that the
Subordinated Indebtedness contemplated to be issued will be issued in compliance
with subsections 6.1 (vi), 6.1 (viii) and 6.1(xii) of the Credit Agreement.
D. On or before the Sixth Amendment Effective Date, Administrative
Agent shall have received for distribution to each Lender consenting to this
Amendment in accordance with its Pro Rata Share under the Credit Agreement a
non-refundable amendment fee equal to 0.05% of the sum of such Lender's (i)
Revolving Loan Exposure, (ii) Existing Term Exposure, (iii) Tranche A Exposure,
(iv) Tranche B Exposure and (v) Tranche D Exposure, in effect as of the date
hereof
SECTION 4
COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender as of the date hereof, as of the Sixth Amendment
Effective Date that the following statements are true, correct and complete:
A. Corporate Power and Authority. Company has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "Amended Agreement").
B. Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of Company.
3
C. No Conflict. The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Subsidiaries, the Certificate or
Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any
order, judgment or decree of any court or other agency of government binding on
Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of Company or any of its Subsidiaries (other than Liens created under any
of the Loan Documents in favor of Administrative Agent on behalf of Lenders), or
(iv) require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Company or any of its Subsidiaries,
except for such approvals which will be obtained on or before the Effective Date
and disclosed in writing to Lenders.
D. Governmental Consents. The execution and delivery by Company of
this Amendment and the performance by Company of the Amended Agreement do not
and will not require any registration with, consent or approval of, or notice
to, or other action to, with or by, any federal, state or other governmental
authority or regulatory body.
F. Binding Obligation. This Amendment has been duly executed and
delivered by Company and, when executed and delivered, this Amendment and the
Amended Agreement will be the legally valid and binding obligations of Company,
enforceable against Company in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.
F. Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 4 of the
Credit Agreement are and will be true, correct and complete in all material
respects to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.
G. Absence of Default. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
SECTION 5
MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
(i) On and after the Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof', "herein" or words of
like import referring to the Credit Agreement, and each reference in the
other Loan Documents to the "Credit
4
Agreement", "thereunder", "thereof" or words of like import referring to
the Credit Agreement shall mean and be a reference to the Amended
Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall not,
except as expressly provided herein, constitute a waiver of any provision
of, or operate as a waiver of any right, power or remedy of Agent or any
Lender under, the Credit Agreement or any of the other Loan Documents.
B. Fees and Expenses. Company acknowledges that all costs, fees and
expenses as described in subsection 9.3 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.
C. Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment (other than the
provisions of Sections 1 hereof, the effectiveness of which is governed by
Section 3 hereof) shall become effective upon the execution of a counterpart
hereof by Company, Requisite Lenders, Syndication Agent, Distribution Agent and
Administrative Agent and receipt by Company and Administrative Agent of written
or telephonic notification of such execution and authorization of delivery
thereof.
SECTION 6
ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each Guarantor hereby acknowledges that it has read this Amendment
and consents to the terms thereof and further hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of such
Guarantor under the Guaranty and the other Loan Documents to which such
Guarantor is a party shall not be impaired or affected and
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the Guaranty and such other Loan Documents are, and shall continue to be, in
full force and effect and is hereby confirmed and ratified in all respects.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
WORLD COLOR PRESS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
THE ▇▇▇▇▇▇ COMPANIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
▇▇▇▇▇▇ LITHOTECH, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
CENTRAL FLORIDA PRESS, L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
NORTHEAST GRAPHICS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
S-1
THE ▇▇▇▇▇▇ COMPANY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
IMAGE TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
▇▇▇▇ COMMUNICATIONS COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
▇▇▇▇▇▇▇ ACQUISITION CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
KRI, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
RAI, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
S-2
BCK 140 PARTNERSHIP
By: World Color Press, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
By: The ▇▇▇▇▇▇ Companies, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
WORLD COLOR BOOK SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
THE ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ CO.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
MAGNA-GRAPHIC, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
S-3
TACONIC HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
CENTURY GRAPHICS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
▇▇▇▇▇ ROAD PROPERTIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
LA-GNIAPPE ADVERTISING, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
LA-GNIAPPE INSERTS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
DB ACQUISITION CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
S-4
▇▇▇▇▇▇▇ BROTHERS, INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
ACME PRINTING COMPANY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
S-5
BANKERS TRUST COMPANY,
individually as a Lender and as
Administrative Agent and as Collateral Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: ASSISTANT VICE PRESIDENT
S-6
BANK OF AMERICA NT & SA,
as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: MANAGING DIRECTOR
S-7
CITIBANK, N.A.,
as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Attorney-In-Fact
S-8
ABN AMRO BANK, NV, NEW YORK BRANCH, as
Lender
By: ABN Amro North America, Inc.,
as Agent
By: /s/ ▇▇▇▇▇▇ Dry
---------------------------
Name: ▇▇▇▇▇▇ DRY
Title: SENIOR VICE PRESIDENT
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
S-9
BANK OF MONTREAL,
as Lender
By: /s/ Jordan Fragiacono
----------------------------------------
Name: Jordan Fragiacono
Title: Director
▇-▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
as Lender
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: J. ▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
S-11
BANK OF SCOTLAND,
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇ Tai
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇ TAI
Title: SENIOR VICE PRESIDENT
S-12
BANK OF TOKYO - MITSUBISHI TRUST
COMPANY, as Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
S-13
PARIBAS,
as Lender
By: /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇, III
----------------------------------------
Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇, III
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
S-14
CIBC, INC., as Lender
By: /s/ ▇▇▇ ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇ ▇▇▇▇▇
Title: EXECUTIVE DIRECTOR
CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp., AS AGENT
S-15
FLEET NATIONAL BANK,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: SVP
S-16
THE FUJI BANK, LIMITED, NEW YORK BRANCH,
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President & Manager
S-17
THE INDUSTRIAL BANK OF JAPAN, LTD., as
Lender
By: /s/ Takuya Honjo
----------------------------------------
Name: TAKUYA HONJO
Title: SENIOR VICE PRESIDENT
S-18
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
as Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President &
Team Leader
S-19
PNC BANK, NATIONAL ASSOCIATION
as Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
S-20
THE SANWA BANK, LIMITED
as Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
S-21
BANKBOSTON, N.A.(formerly know as The First
National Bank of Boston), as Lender
By: /s/ ▇▇▇▇▇ ▇. Jacehan
----------------------------------------
Name: ▇▇▇▇▇ ▇. Jacehan
Title: Director
S-22
CREDIT SUISSE FIRST BOSTON (formerly known as
Credit Suisse), as Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Title: VICE PRESIDENT
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: ASSOCIATE
S-23
THE DAI-ICHI KANGYO BANK, LTD.,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President & Group Leader
▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ AND GRAND
CAYMAN BRANCHES,
as Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
S-25
THE SAKURA BANK, LIMITED, as Lender
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
S-26
THE SUMITOMO BANK, LIMITED, NEW YORK
BRANCH, as Lender
By: /s/ ▇▇▇▇▇▇ ▇. Tata
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. Tata
Title: Senior Vice President
S-27
BANK POLSKA, as Lender
By: /s/ H. B. El-▇▇▇▇▇
----------------------------------------
Name: H. B. El ▇▇▇▇▇
Title: V.P.
S-28
THE TOKAI BANK, LTD., NEW YORK BRANCH, as
Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant General Manager
▇-▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ BRANCH
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: VICE PRESIDENT
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VP
▇-▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇
BRANCH, as Lender
By: /s/ Rulf ▇▇▇▇
---------------------------
Name: Rulf ▇▇▇▇
Title: Associate Director
By: /s/ ▇. ▇▇▇▇▇▇▇
---------------------------
Name: ▇. ▇▇▇▇▇▇▇
Title: Managing Director
▇-▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇
Title: Vice President
S-32
FIRST UNION NATIONAL BANK,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VICE PRESIDENT
S-33
ERSTE DER OESTERREICHI SCHEN
STARKASSEN AG, as Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: FIRST VICE PRESIDENT
S-34
BANK LEUMI TRUST COMPANY NEW YORK,
as Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
S-35
CREDIT AGRICOLE INDOSUEZ,
as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: FVP
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: VP, TL.
S-36
▇▇▇▇▇▇ COMMERCIAL PAPER INC.,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
S-37
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. McLanghlan
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Name: ▇▇▇▇▇▇▇ ▇. McLanghlan
Title: Principal
S-38
THE TOYO TRUST AND BANKING CO. LTD.,
as Lender
By: /s/ ▇. ▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇
Title: Vice President
S-39
ALLIED IRISH BANKS PLC, CAYMAN ISLANDS
BRANCH, as Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
S-40
GULF INTERNATIONAL BANK B.S.C.
as Lender
By: /s/ Abdel-Fattah Tahoun
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Name: Abdel-Fattah Tahoun
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
S-41
THE MITSUI TRUST AND BANKING COMPANY,
LIMITED, as Lender
By:
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Name:
Title:
S-42
STB DELAWARE FUNDING TRUST I, as Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
S-43