1
EXHIBIT 10.40
SECOND AMENDMENT TO CREDIT AGREEMENT
dated as of September 25, 1998,
among
INGRAM MICRO INC.,
INGRAM EUROPEAN COORDINATION CENTER N.V., and
INGRAM MICRO INC. (CANADA),
as Borrowers and Guarantors, and
CERTAIN FINANCIAL INSTITUTIONS,
as the Relevant Required Lenders
amending the US $1,000,000,000
CREDIT AGREEMENT
dated as of October 30, 1996,
also among
CERTAIN FINANCIAL INSTITUTIONS,
as the Lenders,
NATIONSBANK, N.A.
(successor in interest by merger with NationsBank of Texas, N.A.),
as Administrative Agent for the Lenders,
THE BANK OF NOVA SCOTIA,
as Documentation Agent for the Lenders,
and
THE CHASE MANHATTAN BANK,
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, CAYMAN ISLANDS BRANCH,
THE FIRST NATIONAL BANK OF CHICAGO,
THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA AGENCY, and
ROYAL BANK OF CANADA,
as the Co-Agents
PREPARED BY HAYNES AND BOONE, L.L.P.
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SECOND AMENDMENT TO CREDIT AGREEMENT
THIS DOCUMENT is entered into as of September 25, 1998, among:
INGRAM MICRO INC., a corporation organized and existing under the laws
of the State of Delaware, United States of America ("MICRO");
INGRAM EUROPEAN COORDINATION CENTER, N.V., a company organized and
existing under the laws of The Kingdom of Belgium ("COORDINATION
CENTER"), and INGRAM MICRO INC., a corporation organized and existing
under the laws of the Province of Ontario, Canada ("MICRO CANADA"),
both of which are collectively the "SUPPLEMENTAL BORROWERS"; and
The financial institutions executing this document as Lenders (the
"RELEVANT REQUIRED LENDERS").
(see PARAGRAPH 1 below regarding defined terms)
This document is being executed and delivered to amend certain
provisions of the Credit Agreement (as renewed, extended, amended, or
supplemented, the "CREDIT AGREEMENT") dated as of October 30, 1996, among (a)
Micro; (b) the Supplemental Borrowers; (c) Ingram Micro Singapore Pte Ltd., a
corporation organized and existing under the laws of Singapore ("MICRO
SINGAPORE"); (d) certain Lenders (which includes the Relevant Required Lenders);
(e) NationsBank, N.A. (successor in interest by merger with NationsBank of
Texas, N.A., "NATIONSBANK"), as administrative agent for the Lenders (in such
capacity, the "ADMINISTRATIVE AGENT"), and The Bank of Nova Scotia
("SCOTIABANK"), as documentation agent for the Lenders (in such capacity, the
"DOCUMENTATION AGENT"), both of which are collectively the "AGENTS"; and (f) The
Chase Manhattan Bank; DG Bank Deutsche Genossenschaftsbank, Cayman Island
Branch; The First National Bank of Chicago; The Industrial Bank of Japan,
Limited, Atlanta Agency; and Royal Bank of Canada, as co-agents (collectively in
such capacity, the "CO-AGENTS"). Effective December 22, 1997, Micro Singapore
ceased to be a Subsidiary of Micro, and effective January 15, 1998, in
accordance with SECTION 11.16 of the Credit Agreement, Micro Singapore ceased to
be a Supplemental Borrower and Guarantor under the Credit Agreement.
The Relevant Required Lenders have agreed, upon and subject to the
terms and conditions of this document, to amend the terms of the Credit
Agreement as provided below.
ACCORDINGLY, for adequate and sufficient consideration, the Borrowers
and the Relevant Required Lenders agree as follows:
I. TERMS AND REFERENCES. Unless otherwise stated in this document, terms defined
in the Credit Agreement have the same meanings when used in this document, and
references to "ARTICLES," "SECTIONS," "Schedules," and "EXHIBITS" are to the
Credit Agreement's articles, sections, schedules, and exhibits
I. AMENDMENTS. Subject to PARAGRAPH 3 below but otherwise effective as of the
date of this document, the Credit Agreement is amended as follows:
A. SECTION 1.1 is amended by adding or entirely amending, as the case
may be, the following defined terms in alphabetical order with all other defined
terms in that section:
"ACQUIRED EXISTING DEBT AND LIENS" means, for a
period of 90 days following the acquisition or merger of a
Person by or into Micro or any of its Subsidiaries or the
acquisition of a business unit of a Person or the assets of a
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Person or business unit of a Person by Micro or any of its
Subsidiaries, the Indebtedness and Liens of that Person or
business unit that (a) were not incurred in connection with
that acquisition or merger and do not constitute any
refinancing of Indebtedness so incurred and (b) were in
existence at the time of that acquisition or merger.
"ADDITIONAL PERMITTED LIENS" means, as of any date
(a) Liens securing Indebtedness and not described in CLAUSES
(a) through (L) of SECTION 8.2.2, but only to the extent that
(i) the Amount of Additional Liens on that date does not
exceed twenty percent (20%) of Consolidated Tangible Net Worth
on that date and (ii) Borrowers are otherwise in compliance
with SECTION 8.2.1(b), and (b) Liens constituting Acquired
Existing Debt and Liens on that date.
"FOREIGN SUBSIDIARY" means any Subsidiary that is not
domiciled in the United States.
"MICRO SINGAPORE" is defined in the preamble but is
no longer party to any Loan Document.
"SENIOR CONSOLIDATED FUNDED DEBT" means, as of any
date of determination, the total of all Consolidated Funded
Debt of Micro and its Consolidated Subsidiaries outstanding on
such date that ranks PARI PASSU with the Obligations.
B. The definition of "Material Asset Acquisition" in SECTION 1.1 is
amended to add the words "or 8.2.9(d)" at the end of it.
C. In the definition of "Total Indebtedness of Subsidiaries" in SECTION
1.1 (i) the word "and" before CLAUSE (b) is replaced with a comma and (ii) a new
CLAUSE (c) is added as follows:
, and (c) any Indebtedness under any Loan Document (as defined
in this Agreement, the Canadian Credit Agreement, and the
European Credit Agreement).
D. SECTION 1.1 is amended by entirely deleting the definitions of the
terms "Consolidated Current Assets," "Consolidated Current Liabilities," and
"Consolidated Current Ratio".
E. SECTION 6.3.3 is amended by adding the parenthetical "(OTHER THAN a
Foreign Subsidiary)" after the 18th and 19th words "Material Subsidiary" in that
section.
F. A new SECTION 7.18 is added as follows:
SECTION 7.18 YEAR 2000. Micro believes that its
computer applications that are material to its business and
operations will be able to perform properly date-sensitive
functions for all dates on and after January 1, 2000, EXCEPT
to the extent that a failure to do so would not reasonably be
expected to have a Material Adverse Effect.
G. SECTION 8.1.10 is amended by (i) adding the parenthetical "(OTHER
THAN Foreign Subsidiaries)" after the 9th word "Subsidiaries" in CLAUSE (b) of
that section, and (ii) entirely amending the third parenthetical in the second
sentence of that section as follows:
(at least to the extent of the form of Additional Guaranty
attached as EXHIBIT J)
H. SECTION 8.2.1(b) is entirely amended as follows:
SECOND AMENDMENT
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(b) Micro will not at the end of any Fiscal Period
permit (i) Total Indebtedness of Subsidiaries (OTHER THAN
Indebtedness of any Guarantor and Indebtedness constituting
Acquired Existing Debt and Liens) to exceed twenty percent
(20%) of Consolidated Tangible Net Worth, or (ii) SECTION
8.2.2(m) to be violated.
I. SECTIONS 8.2.2(k) and (l) are entirely amended as follows:
(k) Liens of the nature referred to in CLAUSE (b) of
the definition of the term "LIEN" and granted to a purchaser
or any assignee of such purchaser which has financed the
relevant purchase of Trade Accounts Receivable of any Borrower
or any of their respective subsidiaries and Liens on any
related property that would ordinarily be subject to a Lien in
connection therewith such as proceeds and records;
(l) Liens on accounts receivable of Micro Canada with
respect to any accounts receivable securitization program and
on any related property that would ordinarily be subject to a
Lien in connection therewith such as proceeds and records; and
J. SECTION 8.2.3(a) is entirely amended as follows:
(a) [INTENTIONALLY BLANK]
K. SECTION 8.2.3(c) is entirely amended as follows:
(c) (i) the ratio of (A) the average daily balances
of Senior Consolidated Funded Debt during any Fiscal Period to
(B) Consolidated EBITDA for the period of four Fiscal Periods
ending on the last day of such Fiscal Period to exceed 3.5 to
1.0; and (ii) the ratio of (A) the average daily balances of
Consolidated Funded Debt during any Fiscal Period (B) to
Consolidated EBITDA for the period of four Fiscal Periods
ending on the last day of such Fiscal Period to exceed 4.0 to
1.0;
PROVIDED THAT, for purposes of calculating the preceding
ratios (A) Consolidated Funded Debt on any day shall be the
amount otherwise determined pursuant to the definition thereof
plus the amount of Consolidated Transferred Receivables on
such day, and (B) the contribution of any Subsidiary of Micro
acquired (to the extent the acquisition is treated for
accounting purposes as a purchase) during those four Fiscal
Periods to Consolidated EBITDA shall be calculated on a PRO
FORMA basis as if it had been a Subsidiary of Micro during all
of those four Fiscal Periods.
L. SECTION 8.2.3(d) is entirely amended as follows:
(d) the Consolidated Tangible Net Worth at the end of
any Fiscal Period to be less than the SUM of (i) 90% of
Consolidated Tangible Net Worth at the end of the Fiscal Year
ending nearest to December 31, 1997, PLUS (ii) 50% of
Consolidated Net Income (without taking into account any
losses incurred in any Fiscal Year) for each Fiscal Year ended
thereafter that ends on or before the last day of that Fiscal
Period.
M. The proviso in SECTION 8.2.4 is entirely amended as follows:
SECOND AMENDMENT
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; PROVIDED, HOWEVER, THAT, Micro may redeem, purchase
or acquire (a) any of its capital stock (i) issued to
employees pursuant to any Plan or other contract or
arrangement relating to employment upon the termination of
employment or other events or (ii) in a transaction
contemplated by the Transition Agreements and (b) any of its
Indebtedness that is convertible into its securities.
N. The words "such or" are deleted as the 27th and 28th words of
the last sentence of Section 8.2.6.
O. SECTION 8.2.7(a) is entirely amended as follows:
(a) No Borrower may make any Material Asset
Acquisition UNLESS no Event of Default exists or would exist
after giving effect to the proposed Material Asset
Acquisition.
P. SECTION 8.2.9 is amended as follows:
(1) The word "and" is deleted at the end of SECTION
8.2.9(b).
(2) SECTION 8.2.9(c) is entirely amended as follows:
(c) so long as no Event of Default has occurred and
is continuing or would occur after giving effect thereto,
Micro and any Subsidiary of Micro may Dispose of assets in
transactions exclusively among Micro and any of its
Subsidiaries or among Subsidiaries of Micro that satisfy the
requirements of SECTION 8.2.6; PROVIDED THAT, notwithstanding
any provision hereof to the contrary, in the event that,
immediately after giving effect to any Disposition described
in this CLAUSE (c) to a Subsidiary of Micro, such Subsidiary
shall own assets constituting at least ten percent (10%) of
Consolidated Assets determined as of the last day of the most
recently completed Fiscal Period, such Subsidiary of Micro
shall be deemed a Material Subsidiary for all purposes
hereunder as of the date of such Disposition and Micro shall
cause any such Material Subsidiary (UNLESS a Foreign
Subsidiary) promptly to execute and deliver an Additional
Guaranty in favor of the Lender Parties in accordance with
SECTION 8.1.10; and
(3) A new SECTION 8.2.9(d) is added as follows:
(d) subject to SECTION 8.2.8, any Borrower may (and
may permit any of its Subsidiaries to) sell, assign, grant a
Lien in, or otherwise transfer any interest in its Trade
Accounts Receivable and related property such as proceeds and
records.
Q. The last parenthetical phrase in SECTION 9.1.3 that begins with the
word "excluding" is entirely deleted.
R. The last parenthetical in SECTION 9.1.5 is entirely amended as
follows:
(without the giving of further notice or lapse of additional
time)
S. SECTION 11.16(a) is amended by adding the phrase "and the other Loan
Documents" at the end thereof.
SECOND AMENDMENT
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3. CONDITIONS PRECEDENT. Notwithstanding any contrary provision, PARAGRAPH 2
above is not effective unless and until (A) all principal, interest, fees,
costs, and expenses due under the Credit Agreement (as amended by this
document), all fees payable to either Agent in connection with this document as
agreed to between such Agent and Micro, and all outstanding fees and expenses of
counsel to the Agents are, in each case, paid in full to the extent due and
payable (and, unless an amount is otherwise provided by the Loan Documents and
without waiving the right for subsequent reimbursement in accordance with the
Loan Documents, to the extent that a reasonably detailed invoice is presented to
Micro by September 21, 1998) after giving effect to this document and (B) the
Administrative Agent receives either (i) counterparts of this document duly
executed and delivered by an Authorized Person of each Obligor and by the
Required Lenders or (ii) facsimile, telegraphic, or other written confirmation
of the execution of counterparts of this document.
4. REPRESENTATIONS. To induce the Relevant Required Lenders to enter into this
document, the Borrowers (for themselves and each other Obligor) jointly and
severally represent and warrant to the Agents, the Co-Agents, and the Lenders as
follows:
A. CREDIT AGREEMENT. Each of the representations and warranties of each
Obligor set forth in ARTICLE VII of the Credit Agreement (excluding those
contained in SECTION 7.8) is true and correct as though made on and as of the
date of this document (unless stated to relate solely to an earlier date, in
which case, such representations and warranties were true and correct as of such
earlier date) with each reference in those representations to "this Agreement,"
the "Loan Documents," "hereof," "hereunder," "thereof," "thereunder," and words
of like import being, for purposes of this clause, references to the Credit
Agreement and the Loan Documents, in each case as amended or waived by this
document.
B. ENFORCEABILITY. Upon execution and delivery by the Obligors and the
Required Lenders, this document will constitute a valid and binding agreement of
each Obligor, enforceable against it in accordance with this document's terms
except as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, or other similar laws relating to or limiting creditors' rights
generally or by general principles of equity.
C. OBLIGORS. As of the date of, and after giving effect to, this
document, the only Obligors under the Credit Agreement and Loan Documents are
Micro; Coordination Center; Micro Canada; Ingram Micro Holdings Limited, a
corporation organized and existing under the laws of the United Kingdom; and
Ingram Micro (UK) Limited, a corporation organized and existing under the laws
of the United Kingdom.
5. RATIFICATIONS. To induce the Relevant Required Lenders to enter into this
document each Borrower (and, by its execution below, each other Obligor) (A)
ratifies and confirms all provisions of the Credit Agreement and other Loan
Documents to which it is a party, as amended or waived by this document, and (B)
ratifies and confirms that all guaranties granted in favor of any of the Agents
or the Lenders under the Loan Documents (as they may have been renewed,
extended, amended, or supplemented) are not released, reduced, or otherwise
adversely affected by this document, or any other Loan Document, and continue to
guarantee full payment and performance of the present and future Obligations.
SECOND AMENDMENT
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6. MISCELLANEOUS.
A. CREDIT AGREEMENT AND LOAN DOCUMENTS. Upon the effectiveness of
PARAGRAPH 2 above as provided in PARAGRAPH 3 above, all references in the Loan
Documents to the "Credit Agreement" refer to the Credit Agreement as amended and
waived by this document. This document is a "Loan Document" referred to in the
Credit Agreement, and the provisions relating to Loan Documents in ARTICLES I
and XI are incorporated in this document by reference. Except as specifically
amended, modified, and waived in this document, the Credit Agreement is
unchanged and continues in full force and effect, and this document is not
otherwise a waiver of any right, power, or remedy of any Agent, Co-Agent, or
Lender under, or waiver of any provision of, any Loan Document. No change or
waiver of any provision of this document is valid unless in a writing that is
signed by the party against whom it is sought to be enforced.
B. GOVERNING LAW. This document shall be deemed to be a contract made
under and governed by the laws of the State of New York, United States of
America.
C. COUNTERPARTS. This document may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
document. All counterparts shall be construed together to constitute one and the
same document.
[REMAINDER OF PAGE INTENTIONALLY BLANK. THIS PAGE IS FOLLOWED BY A
SIGNATURE PAGE FOR THE OBLIGORS FOLLOWED BY SEPARATE SIGNATURE
PAGES FOR THE RELEVANT REQUIRED LENDERS.]
SECOND AMENDMENT
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EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
INGRAM MICRO INC., as a Borrower INGRAM EUROPEAN COORDINATION CENTER N.V.,
as a Supplemental Borrower
By /s/ James F. Ricketts By /s/ Michael J. Grainger
--------------------------------- -----------------------------------
James F. Ricketts, Vice President Michael J. Grainger, Authorized
and Worldwide Treasurer Representative
INGRAM MICRO INC., as a Supplemental Borrower
By /s/ Michael J. Grainger
--------------------------------
Michael J. Grainger,
Authorized Representative
The undersigned Obligors consent and agree in all respects to PARAGRAPH
6 and all other provisions of the foregoing Second Amendment to Credit Agreement
as Obligors under the Credit Agreement and all related Loan Documents.
INGRAM MICRO HOLDINGS LTD., INGRAM MICRO (UK) LTD.,
as an Obligor as an Obligor
By /s/ Stephen Gill By /s/ Stephen Gill
--------------------------------- -----------------------------------
Name: Stephen Gill Name: Stephen Gill
Title: VP, Finance & CFO Europe Title: VP, Finance & CFO Europe
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EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
NATIONSBANK, N.A. (successor in interest
by merger with NationsBank of Texas,
N.A.), as the Administrative Agent and as
a Lender
By /s/ Yousuf Omar
---------------------------------------
Yousuf Omar, Senior Vice President
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EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
THE BANK OF NOVA SCOTIA, as the
Documentation Agent and as a Lender
By /s/ Edward J. Kofman
---------------------------------------
Name: Edward J. Kofman
Title: Relationship Manager
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EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
THE CHASE MANHATTAN BANK, as a Co-Agent
and as a Lender
By /s/ Karen M. Sharf
---------------------------------------
Name: Karen M. Sharf
Title: Vice President
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EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK,
CAYMAN ISLANDS BRANCH, as a Co-Agent and
as a Lender
By /s/ J. W. Somers
--------------------------------------
Name: J. W. Somers
Title: S.V.P. and Manager
By /s/ Bobby Ryan Oliver, Jr.
--------------------------------------
Name: Bobby Ryan Oliver, Jr.
Title: Vice President
13
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY, as a Co-Agent and as a
Lender
By /s/ Koichi Hasegawa
--------------------------------------
Name: Koichi Hasegawa
Title: Senior Vice President and
Deputy General Manager
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EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
ROYAL BANK OF CANADA, as Co-Agent and as
a Lender
By /s/ Robert K. Mimaki
--------------------------------------
Name: Robert K. Mimaki
Title: Manager
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EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
THE FUJI BANK, LIMITED, LOS ANGELES
AGENCY, as a Lender
By /s/ Masahito Fukuda
--------------------------------------
Name: Masahito Fukuda
Title: Joint General Manager
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EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
BANK OF AMERICA NATIONAL TRUST & SAVINGS
ASSOCIATION, as a Lender
By /s/ Brian K. Chin
--------------------------------------
Name: Brian K. Chin
Title: Vice President
17
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
BANKERS TRUST COMPANY, as a Lender
By /s/ Robert R. Telesca
--------------------------------------
Name: Robert R. Telesca
Title: Assistant Vice President
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EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
THE DAI-ICHI KANGYO BANK, LTD., LOS
ANGELES AGENCY, as a Lender
By /s/ Masatsugu Morishita
--------------------------------------
Name: Masatsugu Morishita
Title: Sr. Vice President and
Joint General Manager
19
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
THE SAKURA BANK, LIMITED, as a Lender
By /s/ Yasumasa Kikuchi
--------------------------------------
Name: Yasumasa Kikuchi
Title: Senior Vice President
20
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as a
Co-Agent and as a Lender
By /s/ Mark A. Isley
--------------------------------------
Name: Mark A. Isley
Title: First Vice President
21
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
COMMERZBANK AKTIENGESELLSCHAFT LOS
ANGELES BRANCH, as a Lender
By /s/ Christian Jagenberg
--------------------------------------
Name: Christian Jagenberg
Title: SVP and Manager
By /s/ John Korthuis
--------------------------------------
Name: John Korthuis
Title: Vice President
22
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
THE MITSUBISHI TRUST AND BANKING
CORPORATION, LOS ANGELES AGENCY, as a
Lender
By /s/ Yasushi Satomi
--------------------------------------
Name: Yasushi Satomi
Title: Senior Vice President
23
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
ABN-AMRO BANK N.V., as a Lender
By /s/ Paul K. Stimpel
--------------------------------------
Name: Paul K. Stimpel
Title: Group Vice President
By /s/ Shikha Rehman
--------------------------------------
Name: Shikha Rehman
Title: Vice President
24
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
BANCA COMMERCIALE ITALIANA, LOS ANGELES
FOREIGN BRANCH, as a Lender
By /s/ Richard E. Iwanicki
--------------------------------------
Name: Richard E. Iwanicki
Title: Vice President
By /s/ E. Bombieri
--------------------------------------
Name: E. Bombieri
Title: Vice President & Manager
25
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
BANQUE NATIONALE DE PARIS, as a Lender
By /s/ Tjalling Terpstra
--------------------------------------
Name: Tjalling Terpstra
Title: Vice President
By /s/ Debbie Gohh
--------------------------------------
Name: Debbie Gohh
Title: Vice President
26
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
COMERICA BANK, as a Lender
By /s/ Emmanuel M. Skevofilax
--------------------------------------
Name: Emmanuel M. Skevofilax
Title: Assistant Vice President
27
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
DEN DANSKE BANK AKTIESELSKAB CAYMAN
ISLANDS BRANCH, as a Lender
By /s/ Daniel F. Lenzo
--------------------------------------
Name: Daniel F. Lenzo
Title: Vice President
By /s/ Henrik Ibsen
--------------------------------------
Name: Henrik Ibsen
Title: Vice President
28
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN
ISLANDS BRANCHES, as a Lender
By /s/ Stephan A. Wiedemann
--------------------------------------
Name: Stephan A. Wiedemann
Title: Director
By /s/ Hans-Josef Thiele
--------------------------------------
Name: Hans-Josef Thiele
Title: Director
29
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
FIRST AMERICAN NATIONAL BANK, as a Lender
By /s/ Stephan Arnold
--------------------------------------
Name: Stephan Arnold
Title: V.P.
30
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
GENERALE BANK, S.A./N.V., as a Lender
By /s/ Hans Neukomm
--------------------------------------
Name: Hans Neukomm
Title: General Manager
By /s/ Simon Del Rosario
--------------------------------------
Name: Simon Del Rosario
Title: Senior Vice President
31
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
KBC BANK N.V., as a Lender
By /s/ Raymond F. Murray
--------------------------------------
Name: Raymond F. Murray
Title: Vice President
By /s/ Marcel Claes
--------------------------------------
Name: Marcel Claes
Title: Deputy General Manager
32
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
THE SANWA BANK, LIMITED LOS ANGELES
BRANCH, as a Lender
By_______________________________________
Name:__________________________________
Title:_________________________________
33
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
SUNTRUST BANK, ATLANTA, as a Lender
By /s/ Richard A. Anderson, Jr.
--------------------------------------
Name: Richard A. Anderson, Jr.
Title: Vice President
34
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
US BANK NATIONAL ASSOCIATION, as a Lender
By /s/ Aaron J. Gordon
--------------------------------------
Name: Aaron J. Gordon
Title: Vice President
35
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
BANCA DI ROMA, SAN FRANCISCO FOREIGN
BRANCH, as a Lender
By /s/ Richard G. Dietz
--------------------------------------
Name: Richard G. Dietz
Title: Vice President
By /s/ Thomas C. Woodruff
--------------------------------------
Name: Thomas C. Woodruff
Title: Vice President
36
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
BANCO CENTRAL HISPANOAMERICANO, S.A., as
a Lender
By /s/ Louis Ferreira
--------------------------------------
Name: Louis Ferreira
Title: Vice President
37
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
ISTITUTO BANCARIO SAN PAOLO DI TORINO
S.P.A., as a Lender
By /s/ Robert Wurster
--------------------------------------
Name: Robert Wurster
Title: 1st V.P.
By /s/ Gerard McKenna
--------------------------------------
Name: Gerard McKenna
Title: V.P.
38
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as a Lender
By /s/ John M. Mikolay
--------------------------------------
Name: John M. Mikolay
Title: Vice President
39
EXECUTED as of the date first stated in this Second Amendment to Credit
Agreement.
THE YASUDA TRUST AND BANKING CO. LTD., as
a Lender
By /s/ Junichiro Kawamura
--------------------------------------
Name: Junichiro Kawamura
Title: Vice President