Preview
Full Doc
 | 2009 |
Agreement and Consent
Agreement and Consent (9K)
Doc #3472771: Click preview link for longer preview.
3472771
| | |
Preview
Full Doc
| 2003 |
Agreement and General Release
Agreement and General Release (17K)
Doc #230628: Click preview link for longer preview.
AGREEMENT AND GENERAL RELEASE
-----------------------------
Calgon Carbon Company, on behalf of itself and its affiliates,
subsidiaries, divisions, successors and assigns and the past and present
employees, officers, directors and agents thereof (referred to collectively
throughout this Agreement and General Release as "Calgon"), and James Cederna
("Mr. Cederna"), agree and intend to be legally bound by the following:
1. Last Day of Employment Mr. Cederna's last day of employment with
Calgon is February 21, 2003. Mr. Cederna resigns as President and Chief
Executive Officer of Calgon, and as a member of its Board of Directors,
effective that date, and such resignations are hereby accepted by Calgon, and
Mr. Cederna agrees that he has been so notified as of that date.
2. Consideration. In consideration for signing this Agreement and General
Release and in compliance with the promises made herein, the parties agree that:
A. Calgon will pay to Mr. Cederna a severance payment in the amount
of $1,825,000, less deductions required by law, within thirty (30) days of the
effective date of this Agreement and General Release.
B. Calgon agrees to provide Mr. Cederna with his current Life
Insurance and Long Term Disability Insurance coverage through December 31, 2005,
unless Mr. Cederna accepts other employment providing such benefits, at which
time Calgon will discontinue providing these coverages. Calgon agrees to pay the
premium costs for medical, dental and vision/Rx coverages currently provided to
Mr. Cederna and his dependents through December 31, 2005, unless Mr. Cederna
accepts other employment providing such benefits, at which time Calgon will no
longer pay for such coverage. Appropriate COBRA notices will be provided, such
that the provision of such benefits is coterminous with, and not in addition to,
any COBRA benefits continuation period.
C. In consideration of this Agreement and General Release,
Calgon hereby waives its right to assert that Mr. Cederna's separation from
employment is for "cause" as that term is used in relation to Paragraph 4(a)(i)
that certain employment agreement between Calgon and Mr. Cederna amended as of
January 1, 2002 ("Employment Agreement"), and further waives the benefit of the
right to terminate the payment of severance pay upon Mr. Cederna's reemployment,
as set forth in Paragraph 5(c) of the Employment Agreement. Mr. Cederna and
Calgon further agree that the consideration set forth in Paragraphs 2A and B
above includes compensation for severance payments, benefit continuation and any
notice period under the Employment Agreement, and that no event constituting a
"Change of Control" under the Employment Agreement has occurred, nor is in the
process of occurring.
D. Mr. Cederna affirms that after receiving his final paycheck
and the final severance pay referred to herein, he has been paid and/or has
received all leave (paid or unpaid), compensation, wages, bonuses, commissions,
pension and/or retirement benefits and/or any other benefits to which he may be
entitled and that no other leave (paid or unpaid), compensation, wages, bonuses,
commissions and/or benefits are due to him, except as specifically provided in
this Agreement and General Release. Mr. Cederna agrees that his obligations
under the Employment Agreement remain in full force and effect, and are not
230628
|
Calgon Carbon
As referenced in this Agreement and General Release:
Calgon Carbon – FILENAME}dex992.txt
{DESCRIPTION}AGREEMENT WITH JAMES A. CEDERNA
{TEXT}
{PAGE}
AGREEMENT AND GENERAL RELEASE
-----------------------------
Calgon Carbon Company, on behalf of itself and its affiliates,
subsidiaries, divisions, successors and assigns and the
CALGON CARBON – A. CEDERNA
/s/ Gail A. Gerono 2/24/03 February 24, 2003
-------------------------------------- ------------------------------
Date Date
Witness: CALGON CARBON CORPORATION
By: Michael J. Mocniak 2/24/03 /s/ Thomas A. McConomy
------------------------------ -----------------------
Title: Chairman Executive
dt 30162
;
| James Cederna
|
Preview
Full Doc
| 2004 |
Agreement and General Release
Agreement and General Release (49K)
Doc #344356: Click preview link for longer preview.
AGREEMENT AND GENERAL RELEASE
This AGREEMENT AND GENERAL RELEASE (the �Agreement�), dated as of October 1, 2004, is by and between Richard L. Kerr (�Executive�) and IMCO Recycling Inc. (�IMCO,� or the �Company�) (collectively, the �Parties�).
WHEREAS, Executive has served as Chief Executive Officer for the Company on an interim basis since April 12, 2004; and
WHEREAS, IMCO and Commonwealth Industries, Inc. (�Commonwealth�) have executed and delivered that certain Agreement and Plan of Merger dated as of June 16, 2004, as it may be amended (the �Merger . . .
344356
|
CII
As referenced in this Agreement and General Release:
Commonwealth Industries, Inc – IMCO, or the Company) (collectively, the Parties).
WHEREAS, Executive has served as Chief Executive Officer for the Company on an interim basis since April 12, 2004; and
WHEREAS, IMCO and Commonwealth Industries, Inc . (Commonwealth) have executed and delivered that certain Agreement and Plan of Merger dated as of June 16, 2004, as it may be amended (the Merger Agreement) pursuant to which
_____________
dt 754292
;
|
IMCO Recycling
As referenced in this Agreement and General Release:
IMCO Recycling Inc – RELEASE
Exhibit 99.1
AGREEMENT AND GENERAL RELEASE
This AGREEMENT AND GENERAL RELEASE (the Agreement), dated as of October 1, 2004, is by and between Richard L. Kerr (Executive) and IMCO Recycling Inc . (IMCO, or the Company) (collectively, the Parties).
WHEREAS, Executive has served as Chief Executive Officer for the Company on an interim basis since April 12, 2004; and
WHEREAS, IMCO
_____________
IMCO Recycling, Inc – at any time within seven days after Executive executes it by sending written notice to Executives revocation to the Company by United States mail certified, return receipt requested addressed to IMCO Recycling, Inc ., Jeffrey S. Mecom, Vice President, Legal, Central Tower at Williams Square, 5215 North OConnor Blvd., Suite 1500, Irving, Texas 75039, with a copy to Marc H. Folladori, Fulbright &
_____________
IMCO Recycling Inc – deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.
/s/ Richard L. Kerr
Richard L. Kerr
IMCO Recycling Inc .
By:
/s/ Robert R. Holian
Name:
Robert R. Holian
Title:
Senior Vice President
- 14 -
ACKNOWLEDGMENT OF DECISION NOT TO REVOKE RELEASE
At least seven (7) days have passed since
_____________
dt 1383992
|
Preview
Full Doc
| 2004 |
Agreement and General Release
Agreement and General Release (47K)
Doc #344357: Click preview link for longer preview.
AGREEMENT AND GENERAL RELEASE
This AGREEMENT AND GENERAL RELEASE (the �Agreement�), dated as of October 1, 2004, is by and between Paul V. Dufour (�Executive�) and IMCO Recycling Inc. (�IMCO,� or the �Company�) (collectively, the �Parties�).
WHEREAS, Executive has served as Executive Vice President and Chief Financial Officer for the Company; and
WHEREAS, IMCO and Commonwealth Industries, Inc. (�Commonwealth�) have entered into that certain Agreement and Plan of Merger dated as of June 16, 2004, as it may be amended (the �Merger Agreement�) pursuant to . . .
344357
|
CII
As referenced in this Agreement and General Release:
Commonwealth Industries, Inc – and IMCO Recycling Inc. (IMCO, or the Company) (collectively, the Parties).
WHEREAS, Executive has served as Executive Vice President and Chief Financial Officer for the Company; and
WHEREAS, IMCO and Commonwealth Industries, Inc . (Commonwealth) have entered into that certain Agreement and Plan of Merger dated as of June 16, 2004, as it may be amended (the Merger Agreement) pursuant to which an
_____________
dt 754293
;
|
IMCO Recycling
As referenced in this Agreement and General Release:
IMCO Recycling Inc – RELEASE
Exhibit 99.2
AGREEMENT AND GENERAL RELEASE
This AGREEMENT AND GENERAL RELEASE (the Agreement), dated as of October 1, 2004, is by and between Paul V. Dufour (Executive) and IMCO Recycling Inc . (IMCO, or the Company) (collectively, the Parties).
WHEREAS, Executive has served as Executive Vice President and Chief Financial Officer for the Company; and
WHEREAS, IMCO and Commonwealth Industries, Inc. (
_____________
IMCO Recycling, Inc – at any time within seven days after Executive executes it by sending written notice to Executives revocation to the Company by United States mail certified, return receipt requested addressed to IMCO Recycling, Inc ., Jeffrey S. Mecom, Vice President, Legal, Central Tower at Williams Square, 5215 North OConnor Blvd., Suite 1500, Irving, Texas 75039, with a copy to Marc H. Folladori, Fulbright &
_____________
IMCO Recycling Inc – deemed to constitute one and the same agreement
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.
/s/ Paul V. Dufour
Paul V. Dufour
IMCO Recycling Inc .
By: /s/ Robert R. Holian
Name: Robert R. Holian
Title: Senior Vice President
13
ACKNOWLEDGMENT OF DECISION NOT TO REVOKE RELEASE
At least seven (7) days have passed since
_____________
dt 1383993
|
Preview
Full Doc
| 2004 | | | |
Preview
Full Doc
| 2004 |
Agreement and General Release
Agreement and General Release (10K)
Doc #351494: Click preview link for longer preview.
AGREEMENT AND GENERAL RELEASE
This Agreement and General Release ("Agreement") is entered into by and
between USEC Inc. ("USEC") and Sydney M. Ferguson ("Employee") to resolve any
and all disputes concerning her employment with USEC and her resignation
therefrom.
WHEREAS, Employee has resigned her employment as Senior Vice President of
USEC effective September 24, 2004 in order to pursue other opportunities, and
USEC has agreed to accept Employee's resignation; and
WHEREAS, USEC and Employee wish to set . . .
351494
|
USEC
As referenced in this Agreement and General Release:
USEC Inc – DESCRIPTION}EMPLOYMENT AGREEMENT AND GENERAL RELEASE - SYDNEY M. FERGUSON
{TEXT}
{PAGE}
EXHIBIT 10.71
AGREEMENT AND GENERAL RELEASE
This Agreement and General Release ("Agreement") is entered into by and
between USEC Inc . ("USEC") and Sydney M. Ferguson ("Employee") to resolve any
and all disputes concerning her employment with USEC and her resignation
therefrom.
WHEREAS, Employee has resigned her employment as Senior
_____________
USEC, inc – law, on the eighth calendar day after
execution of this Agreement by Employee.
3. Employee agrees that she will not disparage USEC or publish any
communication that reflects adversely upon USEC, inc luding communications
concerning USEC itself, its affiliates and its current or former directors,
officers, employees, or agents. Employee further agrees that she will not do or
say anything that damages
_____________
USEC, inc – or reputation of Employee.
5. Employee acknowledges and reaffirms her duty to USEC to protect and
hold, for the benefit of USEC, all confidential information, knowledge or data
belonging to USEC, inc luding, without limitation, all trade secrets belonging to
USEC or any of its affiliates and their respective businesses, (i) obtained by
employee during her employment by USEC and (ii) which
_____________
USEC
inc – reason of any matter or thing arising
up to the date of execution of this Agreement, including her employment
resignation. Those claims and causes of action from which Employee releases USEC
inc lude, but are not limited to, any claim or action sounding in tort, contract,
and discrimination of any kind, and/or any cause of action arising under
federal, state or
_____________
USEC Inc – Sydney M. Ferguson
------------------------------------
Employee's Signature
Sydney M. Ferguson
------------------------------------
Print Name
3
{PAGE}
Dated: 21. SEP. 2004 /s/ W. Lance Wright
------------------------------------
W. Lance Wright
Vice President
Human Resources and Administration
USEC Inc .
4
{/TEXT}
{/DOCUMENT}
_____________
dt 1394248
;
|
 Steptoe
As referenced in this Agreement and General Release:
Steptoe & Johnson – time period or periods
specified in any applicable option agreements.
12. Employee may revoke this Agreement in writing by causing notice of
revocation to be received by Ronald S. Cooper, Steptoe & Johnson LLP (facsimile
- 202.261.0509) within seven (7) calendar days following its execution. This
Agreement becomes final and binding on the eighth day after its execution.
13. If any provision
_____________
dt 736743
|
Preview
Full Doc
| 2003 |
Agreement and General Release
Agreement and General Release (21K)
Doc #425936: Click preview link for longer preview.
AGREEMENT AND GENERAL RELEASE
This Agreement and General Release (this "Agreement") is entered into as of
the date of the last signature affixed to this Agreement between Stuart M.
Bitting ("Employee") and COMPX INTERNATIONAL INC., a Delaware corporation
("CompX"), for itself and on behalf of its parent, subsidiary or other related
or affiliated entities or persons (including, without limitation, Valhi, Inc.,
Contran Corporation and the Harold C. Simmons Family Trusts) and such entities'
predecessors, . . .
425936
|
CompX Int'l
As referenced in this Agreement and General Release:
COMPX INTERNATIONAL INC – GENERAL RELEASE
This Agreement and General Release (this "Agreement") is entered into as of
the date of the last signature affixed to this Agreement between Stuart M.
Bitting ("Employee") and COMPX INTERNATIONAL INC ., a Delaware corporation
("CompX"), for itself and on behalf of its parent, subsidiary or other related
or affiliated entities or persons (including, without limitation, Valhi, Inc.,
Contran Corporation and
_____________
CompX
International Inc – or change the rights that the Employee has to
benefits accrued as of his termination date under the CompX Contributory
Retirement Plan, the CompX Capital Accumulation Pension Plan or the CompX
International Inc . 1997 Long-Term Incentive Plan or pursuant to any
agreement of limited liability or any indemnification available to Releaser
as a director or officer of CompX or any of
_____________
COMPX INTERNATIONAL INC – 2002
/s/ Stuart M. Bitting
---------------------------------------
Stuart M. Bitting
Address: 500 Carter Drive
Coppell, Texas 75019
Telephone No.: 972.393.8153
Social Security No.: XXX-XX-XXXX
Date: July 16, 2002 COMPX INTERNATIONAL INC .
/s/ Glenn R. Simmons
By:----------------------------------------
Glenn R. Simmons, Chairman of the Board
Address: Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Telephone No.: 972.448.
_____________
CompX International Inc – you consult with an attorney regarding your legal rights with respect to
the Agreement during this 21-day period.
ACKNOWLEDGMENT OF RECEIPT
I acknowledge that I received a copy of CompX International Inc .'s
AGREEMENT AND GENERAL RELEASE by 10:00 a.m. (Dallas, Texas time) the 16th day of
July, 2002.
/s/Stuart M. Bitting
------------------------------------------
Stuart M. Bitting
{PAGE}
REAFFIRMATION OF
_____________
CompX International Inc – AND GENERAL RELEASE
[to be signed at the conclusion of the 7 day waiting period]
I, Stuart M. Bitting, acknowledge that I signed the AGREEMENT AND GENERAL
RELEASE ("Agreement") with CompX International Inc . and that during the seven
(7) day period immediately following my execution of the Agreement, I had the
right to revoke the Agreement at any time. By executing the
_____________
dt 1548412
;
|
Valhi
As referenced in this Agreement and General Release:
Valhi, – Bitting ("Employee") and COMPX INTERNATIONAL INC., a Delaware corporation
("CompX"), for itself and on behalf of its parent, subsidiary or other related
or affiliated entities or persons (including, without limitation, Valhi, Inc.,
Contran Corporation and the Harold C. Simmons Family Trusts) and such entities'
predecessors, successors, assigns, officers, directors, partners, agents,
employees, trustees, insurers and attorneys, past and present (hereinafter
_____________
dt 1318583
|
| Full Doc
| 2001 |
Agreement and Waiver
Agreement and Waiver (5K)
Doc #1525669: This document is immediately available for purchase, but does not have a preview available for viewing.
1525669
| | |
| Full Doc
| 2000 |
Amending Agreement
Amending Agreement (24K)
Doc #364487: This document is immediately available for purchase, but does not have a preview available for viewing.
364487
| | |
Preview
Full Doc
| 2003 |
Amending Agreement
Amending Agreement (20K)
Doc #382614: Click preview link for longer preview.
AMENDING AGREEMENT
(Syndicated Term Credit Facility)
THIS AGREEMENT is made as of September 23, 2003
BETWEEN:
POTASH CORPORATION OF SASKATCHEWAN INC.,
a corporation subsisting under the laws of Canada
(hereinafter referred to as the ?Borrower?),
OF THE FIRST PART,
-and -
THE FINANCIAL INSTITUTIONS SET FORTH ON SCHEDULE A
HERETO AND ON THE SIGNATURE PAGES
HEREOF UNDER THE HEADING ?LENDERS:?
(hereinafter referred to collectively as the . . .
382614
|
Potash
As referenced in this Amending Agreement:
POTASH CORPORATION OF SASKATCHEWAN – 4(b)
EX-4.(B) 3 o10844exv4wxby.htm EXHIBIT 4(B)
Exhibit 4(b)
AMENDING AGREEMENT
(Syndicated Term Credit Facility)
THIS AGREEMENT is made as of September 23, 2003
BETWEEN:
POTASH CORPORATION OF SASKATCHEWAN INC.,
a corporation subsisting under the laws of Canada
(hereinafter referred to as the Borrower),
OF THE FIRST PART,
-and -
THE FINANCIAL INSTITUTIONS SET FORTH ON SCHEDULE A
HERETO AND
_____________
POTASH CORPORATION OF
SASKATCHEWAN – counterparts may be delivered by facsimile transmission and, when so delivered, shall constitute a binding agreement of the parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this Agreement.
POTASH CORPORATION OF
SASKATCHEWAN INC.
By:
/s/ WAYNE BROWNLEE
Name: Wayne Brownlee
Title:
Sr. V.P., Treasurer & CFO
By:
/s/ BETTY-ANN HEGGIE
Name: Betty-Ann Heggie
Title:
Sr. V.P., Corporate Relations
_____________
dt 1341739
;
 BofA
As referenced in this Amending Agreement:
BANK OF AMERICA, N.A. – fact
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
TORONTO BRANCH
By:
/s/ ALAIN DAOUST
Name: Alain Daoust
Title:
Director
By:
/s/ PETER CHAUVIN
Name: Peter Chauvin
Title:
Vice President
6
BANK OF AMERICA, N.A. , CANADA BRANCH
By:
/s/ NELSON LAM
Name: Nelson Lam
Title:
Vice President
By:
Name:
Title:
COMERICA BANK, CANADA BRANCH
By:
/s/ MARC J. DROUIN
Name: Marc J. Drouin
Title:
_____________
Bank of America, N.A. – First Boston, Toronto Branch
U.S.$100,000,000
1 First Canadian Place, Suite 3000
P.O. Box 301
Toronto, Ontario
M5X 1C9
Attention:
Alain Daoust
Facsimile:
(416) 352-4576
Bank of America, N.A. , Canada Branch
U.S.$60,000,000
Consumer Products Group Portfolio Management
231 S. La Salle Street
IL 231-10-06
Chicago, Illinois
60697
Attention:
Monique Ruiz
Facsimile:
(312)
_____________
dt 1032236
;
Bank of Montreal
As referenced in this Amending Agreement:
BANK OF MONTREAL
– Name:
Title:
EXPORT DEVELOPMENT CANADA
By:
/s/ DAN OBLENIS
Name: Dan OBlenis
Title:
Loan Asset Manager
By:
/s/ VITO DI TURI
Name: Vito Di Turi
Title:
Loan Portfolio Manager
7
BANK OF MONTREAL
By:
/s/ R. WRIGHT
Name: R. Wright
Title:
Vice President
By:
Name:
Title:
BANK OF TOKYO-MITSUBISHI (CANADA)
By:
/s/ DAVIS J. STEWART
Name: Davis J. Stewart
Title:
Vice
_____________
Bank of Montreal – i
Name and Address of Lender
Individual Commitment
Export Development Canada
U.S.$50,000,000
151 OConnor Street
Ottawa, Ontario
K1A 1K3
Attention:
Paul Hemsing
Facsimile:
(613) 598-3167
Bank of Montreal
U.S.$50,000,000
4th Floor
1 First Canadian Place
P.O. Box 150
Toronto, Ontario
M5X 1H3
Attention:
Robert Wright
Facsimile:
(416) 359-7796
Bank of Tokyo-
_____________
dt 999833
;
|
Nova Scotia
As referenced in this Amending Agreement:
BANK OF NOVA SCOTIA, – A
HERETO AND ON THE SIGNATURE PAGES
HEREOF UNDER THE HEADING LENDERS:
(hereinafter referred to collectively as the Lenders and
individually as a Lender),
OF THE SECOND PART,
-and -
THE BANK OF NOVA SCOTIA,
a Canadian chartered bank, as agent of the Lenders
(hereinafter referred to as the Agent),
OF THE THIRD PART.
WHEREAS the parties hereto have agreed to amend and supplement
_____________
BANK OF NOVA SCOTIA
– WAYNE BROWNLEE
Name: Wayne Brownlee
Title:
Sr. V.P., Treasurer & CFO
By:
/s/ BETTY-ANN HEGGIE
Name: Betty-Ann Heggie
Title:
Sr. V.P., Corporate Relations
5
LENDERS:
THE BANK OF NOVA SCOTIA
By:
/s/ JEFF CEBRYK
Name: Jeff Cebryk
Title:
Director
By
/s/ ROBERT WASYLYNIUK
Name: Robert Wasylyniuk
Title:
Associate
ROYAL BANK OF CANADA
By:
/s/ PASCAL MUZARD
Name: Pascal Muzard
_____________
BANK OF NOVA SCOTIA, – Chewpa
Title:
VP Relationship Manager
SOCIT GNRALE (CANADA)
By:
/s/ M. SCHACTER
Name: M. Schacter
Title:
Managing Director
By:
/s/ G. BENAY
Name: G. Benay
Title:
Director
9
AGENT:
THE BANK OF NOVA SCOTIA,
in its capacity as Agent
By:
/s/ JEFF CEBRYK
Name: Jeff Cebryk
Title:
Director
10
Schedule A
Individual Commitments
Name and Address of Lender
Individual Commitment
The Bank of
_____________
Bank of Nova Scotia – OF NOVA SCOTIA,
in its capacity as Agent
By:
/s/ JEFF CEBRYK
Name: Jeff Cebryk
Title:
Director
10
Schedule A
Individual Commitments
Name and Address of Lender
Individual Commitment
The Bank of Nova Scotia
U.S.$130,000,000
Corporate Banking
Suite 2000, 700 2nd Street S.W.
Calgary, Alberta
T2P 2N7
Attention:
Director
Facsimile:
(403) 221-6497
Royal Bank of Canada
U.
_____________
dt 1012281
;
Comerica Bank
As referenced in this Amending Agreement:
COMERICA BANK, – s/ PETER CHAUVIN
Name: Peter Chauvin
Title:
Vice President
6
BANK OF AMERICA, N.A., CANADA BRANCH
By:
/s/ NELSON LAM
Name: Nelson Lam
Title:
Vice President
By:
Name:
Title:
COMERICA BANK, CANADA BRANCH
By:
/s/ MARC J. DROUIN
Name: Marc J. Drouin
Title:
Assistant Vice President
By:
Name:
Title:
EXPORT DEVELOPMENT CANADA
By:
/s/ DAN OBLENIS
Name: Dan OBlenis
Title:
_____________
Comerica Bank, – Branch
U.S.$60,000,000
Consumer Products Group Portfolio Management
231 S. La Salle Street
IL 231-10-06
Chicago, Illinois
60697
Attention:
Monique Ruiz
Facsimile:
(312) 987-5614
Comerica Bank, Canada Branch
U.S.$35,000,000
Suite 2210, Royal Bank Plaza, South Tower
200 Bay Street
P.O. Box 61
Toronto, Ontario
M5J 2J2
Attention:
Marc J. Drouin
_____________
dt 1029337
;
Royal Bank
As referenced in this Amending Agreement:
ROYAL BANK OF CANADA
– Sr. V.P., Corporate Relations
5
LENDERS:
THE BANK OF NOVA SCOTIA
By:
/s/ JEFF CEBRYK
Name: Jeff Cebryk
Title:
Director
By
/s/ ROBERT WASYLYNIUK
Name: Robert Wasylyniuk
Title:
Associate
ROYAL BANK OF CANADA
By:
/s/ PASCAL MUZARD
Name: Pascal Muzard
Title:
Attorney-in-fact
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
TORONTO BRANCH
By:
/s/ ALAIN DAOUST
Name: Alain Daoust
Title:
Director
_____________
Royal Bank of Canada – Commitment
The Bank of Nova Scotia
U.S.$130,000,000
Corporate Banking
Suite 2000, 700 2nd Street S.W.
Calgary, Alberta
T2P 2N7
Attention:
Director
Facsimile:
(403) 221-6497
Royal Bank of Canada
U.S.$125,000,000
5th Floor, South Tower
Royal Bank Plaza
Toronto, Ontario
M5J 2W7
Attention:
Allan Fordyce
Facsimile:
(416) 842-5320
Credit Suisse First Boston, Toronto Branch
_____________
dt 1313524
|
| Full Doc
| 2004 |
Amending Agreement
Amending Agreement (7K)
Doc #1317259: This document is immediately available for purchase, but does not have a preview available for viewing.
1317259
| | |
Preview
Full Doc
| 2006 |
Amending Agreement
Amending Agreement (14K)
Doc #2254312: Click preview link for longer preview.
AMENDING AGREEMENT
THIS AGREEMENT made as of the 14th day of October, 2005.
BETWEEN:
RNC GOLD INC.
a corporation incorporated under the laws of Canada.
(hereinafter referred to as the "OPTIONOR")
- and -
NORTHWESTERN MINERAL VENTURES INC.
a corporation incorporated under the laws of the
Province of Ontario.
(hereinafter referred to as the "OPTIONEE")
WHEREAS Minera Tango S.A. de C.V. ("MINERA TANGO") owns and holds . . .
2254312
|
Northwestern
As referenced in this Amending Agreement:
NORTHWESTERN MINERAL VENTURES INC. – THIS AGREEMENT made as of the 14th day of October, 2005.
BETWEEN:
RNC GOLD INC.
a corporation incorporated under the laws of Canada.
(hereinafter referred to as the "OPTIONOR")
- and -
NORTHWESTERN MINERAL VENTURES INC.
a corporation incorporated under the laws of the
Province of Ontario.
(hereinafter referred to as the "OPTIONEE")
WHEREAS Minera Tango S.A. de C.V. ("MINERA TANGO") owns and
_____________
NORTHWESTERN MINERAL VENTURES INC. – constitute one and the same agreement.
6
IN WITNESS WHEREOF the Parties hereto have executed this Amending
Agreement as of the date first above written.
RNC GOLD INC.
By: /s/
----------------------------------------
NORTHWESTERN MINERAL VENTURES INC.
By: /s/
----------------------------------------
_____________
dt 1560477
| |
Preview
Full Doc
| 2006 |
Amending Agreement
Amending Agreement (263K)
Doc #2553823: Click preview link for longer preview.
AMENDING AGREEMENT
THIS AGREEMENT made as of the 27th day of September, 2006
A M O N G :
GOLDCORP INC.,
a corporation existing under the
Business Corporations Act (Ontario),
(hereinafter referred to as �Goldcorp�)
OF THE FIRST PART
- and -
0756808 B.C. LTD.,
a corporation existing under the
Business Corporations Act (British Columbia),
(hereinafter referred to as �Goldcorp Subco�)
OF THE SECOND PART
- and -
GLAMIS GOLD LTD.,
a corporation existing under the
Business Corporations Act (British Columbia),
(hereinafter referred . . .
2553823
|
Glamis Gold
As referenced in this Amending Agreement:
GLAMIS GOLD LTD – OF THE FIRST PART
- and -
0756808 B.C. LTD.,
a corporation existing under the
Business Corporations Act (British Columbia),
(hereinafter referred to as Goldcorp Subco)
OF THE SECOND PART
- and -
GLAMIS GOLD LTD .,
a corporation existing under the
Business Corporations Act (British Columbia),
(hereinafter referred to as Glamis)
OF THE THIRD PART
WITNESSES THAT:
WHEREAS the parties hereto are parties to an
_____________
GLAMIS GOLD LTD – INC.
Per:
/s/ Ian W. Telfer
Name: Ian W. Telfer
Title: President and CEO
2
0756808 B.C. LTD.
Per:
/s/ Ian W. Telfer
Name: Ian W. Telfer
Title: President
GLAMIS GOLD LTD .
Per:
/s/ C. Kevin McArthur
Name: C. Kevin McArthur
Title: President
/s/ Charles A. Jeannes
Name: Charles A. Jeannes
Title: Executive Vice President, Administration
3
Appendix A
Amended and
_____________
GLAMIS GOLD LTD – s/ Charles A. Jeannes
Name: Charles A. Jeannes
Title: Executive Vice President, Administration
3
Appendix A
Amended and Restated Arrangement Agreement
AMENDED AND RESTATED ARRANGEMENT AGREEMENT
between
GOLDCORP INC.
and
GLAMIS GOLD LTD .
Dated as of August 30, 2006
TABLE OF CONTENTS
Article 1 DEFINITIONS, INTERPRETATION AND SCHEDULES
1
Section 1.01 Definitions
1
Section 1.02 Interpretation Not Affected by Headings
_____________
GLAMIS GOLD LTD – August, 2006
B E T W E E N :
GOLDCORP INC.,
a corporation existing under the
Business Corporations Act (Ontario),
(hereinafter referred to as Goldcorp)
OF THE FIRST PART
- and -
GLAMIS GOLD LTD .,
a corporation existing under the
Business Corporations Act (British Columbia),
(hereinafter referred to as Glamis)
OF THE SECOND PART
WITNESSES THAT:
WHEREAS Goldcorp and Glamis propose to effect a
_____________
Glamis Gold Ltd – then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;
(bb)
FTC shall have the meaning ascribed thereto in subsection 4.03;
(cc)
Glamis means Glamis Gold Ltd ., a corporation existing under the laws of the Province of British Columbia;
(dd)
Glamis Common Shares means the common shares in the capital of Glamis;
(ee)
Glamis Disclosure Letter
_____________
dt 1627845
;
Goldcorp
As referenced in this Amending Agreement:
GOLDCORP INC – exv99w2
EX-99.2 3 c08834exv99w2.htm AMENDING AGREEMENT
Exhibit 99.2
AMENDING AGREEMENT
THIS AGREEMENT made as of the 27th day of September, 2006
A M O N G :
GOLDCORP INC .,
a corporation existing under the
Business Corporations Act (Ontario),
(hereinafter referred to as Goldcorp)
OF THE FIRST PART
- and -
0756808 B.C. LTD.,
a corporation existing under the
Business
_____________
GOLDCORP INC – hereto without the prior written consent of each of the other parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
GOLDCORP INC .
Per:
/s/ Ian W. Telfer
Name: Ian W. Telfer
Title: President and CEO
2
0756808 B.C. LTD.
Per:
/s/ Ian W. Telfer
Name: Ian W. Telfer
Title: President
_____________
GOLDCORP INC – McArthur
Title: President
/s/ Charles A. Jeannes
Name: Charles A. Jeannes
Title: Executive Vice President, Administration
3
Appendix A
Amended and Restated Arrangement Agreement
AMENDED AND RESTATED ARRANGEMENT AGREEMENT
between
GOLDCORP INC .
and
GLAMIS GOLD LTD.
Dated as of August 30, 2006
TABLE OF CONTENTS
Article 1 DEFINITIONS, INTERPRETATION AND SCHEDULES
1
Section 1.01 Definitions
1
Section 1.02 Interpretation
_____________
GOLDCORP INC – 1
Schedule D Support Agreement
D-1
AMENDED AND RESTATED ARRANGEMENT AGREEMENT
THIS AGREEMENT made as of the 30th day of August, 2006
B E T W E E N :
GOLDCORP INC .,
a corporation existing under the
Business Corporations Act (Ontario),
(hereinafter referred to as Goldcorp)
OF THE FIRST PART
- and -
GLAMIS GOLD LTD.,
a corporation existing under the
Business Corporations
_____________
Goldcorp Inc – de C.V. and Minas de San Nicolas S.A. de C.V.;
(ww)
Glamis Termination Payment shall have the meaning ascribed thereto in subsection 6.03;
(xx)
Goldcorp means Goldcorp Inc ., a corporation existing under the laws of the Province of Ontario;
(yy)
Goldcorp Common Shares means the common shares in the capital of Goldcorp;
(zz)
Goldcorp Disclosure Letter means
_____________
dt 1664311
;
|
Silver Wheaton
As referenced in this Amending Agreement:
Silver Wheaton Corp. – the Goldcorp Significant Interest Companies, collectively;
5
(ddd)
Goldcorp Material Subsidiaries means, collectively, the corporations listed as such in the Goldcorp Disclosure Letter, which, for greater certainty, do not include Silver Wheaton Corp. and Subsidiaries of Silver Wheaton Corp.;
(eee)
Goldcorp Options means the outstanding options, as at August 24, 2006, to purchase an aggregate of 11,946,851 Goldcorp Common Shares
_____________
Silver Wheaton Corp. – 5
(ddd)
Goldcorp Material Subsidiaries means, collectively, the corporations listed as such in the Goldcorp Disclosure Letter, which, for greater certainty, do not include Silver Wheaton Corp. and Subsidiaries of Silver Wheaton Corp. ;
(eee)
Goldcorp Options means the outstanding options, as at August 24, 2006, to purchase an aggregate of 11,946,851 Goldcorp Common Shares issued pursuant to the Goldcorp Share
_____________
dt 1673366
|
| Full Doc
| 2007 |
Amending Agreement
Amending Agreement (2K)
Doc #3021246: This document is immediately available for purchase, but does not have a preview available for viewing.
3021246
| | |
| Full Doc
| 2007 |
Amending Agreement
Amending Agreement (2K)
Doc #3108071: This document is immediately available for purchase, but does not have a preview available for viewing.
3108071
| | |
Preview
Full Doc
| 2003 |
Amendment and Restatement Agreement
Amendment and Restatement Agreement (107K)
Doc #226759: Click preview link for longer preview.
AMENDMENT AND RESTATEMENT AGREEMENT dated as of
February 21, 2003, among IMC GLOBAL INC. (the
"COMPANY"), PHOSPHATE RESOURCE PARTNERS LIMITED
PARTNERSHIP ("PLP"), IMC PHOSPHATES COMPANY (together
with PLP, the "BORROWING SUBSIDIARIES" and, together
with the Company, the "BORROWERS"), the lenders party
hereto and JPMORGAN CHASE BANK, as administrative
agent under the Credit Agreement dated as of May 17,
2001, as amended (the "CURRENT CREDIT AGREEMENT"),
among the Company, the Borrowing Subsidiaries, the
lenders referred to therein, JPMorgan Chase Bank (as
successor to The Chase Manhattan Bank), as
administrative agent, and Goldman Sachs Credit
Partners L.P., as syndication agent, as in effect on
the date hereof. Capitalized terms used but not
defined herein have the meanings assigned to them in
the Current Credit Agreement, as amended and restated
hereby.
WHEREAS, the Company has requested, and the undersigned Lenders and
the Administrative Agent have agreed, upon the terms and subject to the
conditions set forth herein, that the Current Credit Agreement be amended and
restated as provided herein;
NOW, THEREFORE, the Company, the Borrowing Subsidiaries, the
undersigned Lenders and the Administrative Agent hereby agree as follows:
SECTION 1. AMENDMENT AND RESTATEMENT OF THE CURRENT CREDIT AGREEMENT;
LOANS AND LETTERS OF CREDIT. (a) Effective upon the Restatement Effective Date
(as defined in Section 6 below), the Current Credit Agreement is hereby amended
and restated to read in its entirety as set forth in EXHIBIT A hereto (the
"RESTATED CREDIT AGREEMENT"). From and after the effectiveness of such amendment
and restatement, the terms "Agreement", "this Agreement", "herein",
"hereinafter", "hereto", "hereof" and words of similar import, as used in the
Restated Credit Agreement, shall, unless the context otherwise requires, refer
to the Current Credit Agreement as amended and restated in the form of the
Restated Credit Agreement, and the term "Credit
<Page>
2
Agreement", as used in the other Loan Documents, shall mean the Restated Credit
Agreement.
(b) All B Term Loans, Revolving Loans, Swingline Loans and Letters of
Credit outstanding under the Current Credit Agreement on the Restatement
Effective Date shall continue to be outstanding under the Restated Credit
Agreement and the terms of the Restated Credit Agreement will govern the rights
of the Lenders and the Issuing Bank with respect thereto.
(c) Except as otherwise provided in the Restated Credit Agreement, on
and after the Restatement Effective Date, all exhibits and schedules to the
Current Credit Agreement shall continue to constitute the exhibits and schedules
to the Restated Credit Agreement in their entirety.
SECTION 2. AMENDMENT AND RESTATEMENT OF THE SECURITY AGREEMENT. (a)
Each Lender that delivers a signed counterpart to this Agreement hereby consents
to the amendment and restatement, on the Restatement Effective Date, of the
Security Agreement referred to in the Current Credit Agreement, as previously
amended (the "CURRENT SECURITY AGREEMENT"), to read in its entirety as set forth
in EXHIBIT B hereto (the "RESTATED SECURITY AGREEMENT"). From and after the
effectiveness of such amendment and restatement, the terms "Agreement", "this
Agreement", "herein", "hereinafter", "hereto", "hereof" and words of similar
import, as used in the Restated Security Agreement, shall, unless the context
otherwise requires, refer to the Current Security Agreement as amended and
restated in the form of the Restated Security Agreement, and the term "Security
Agreement", as used in the other Loan Documents, shall mean the Restated
Security Agreement.
(b) All Security Interests (as such term is defined in the Current
Security Agreement) existing under the Current Security Agreement on the
Restatement Effective Date shall continue to exist under the Restated Security
Agreement and the terms of the Restated Security Agreement will govern the
rights of the Collateral Agent and the Secured Parties (as such term is defined
in the Current Security Agreement) with respect thereto.
(c) Except as otherwise provided in the Restated Security Agreement,
on and after the Restatement Effective Date, all schedules and annexes to the
226759
|
IMC Global
As referenced in this Amendment and Restatement Agreement:
IMC GLOBAL – 4.1
EXECUTION COPY
AMENDMENT AND RESTATEMENT AGREEMENT dated as of
February 21, 2003, among IMC GLOBAL INC. (the
"COMPANY"), PHOSPHATE RESOURCE PARTNERS LIMITED
PARTNERSHIP ("PLP"), IMC PHOSPHATES COMPANY (together
with PLP,
IMC GLOBAL – executed by their respective authorized officers as of the day and year
first written above.
IMC GLOBAL INC.,
by /s/ E. PAUL DUNN, JR.
------------------------------------
Name: E. Paul Dunn, Jr.
Title: Vice President,
IMC Global – Paul Dunn, Jr.
Title: Vice President, Finance and
Treasurer
PHOSPHATE RESOURCE PARTNERS LIMITED
PARTNERSHIP,
By: IMC Global Inc., its Administrative
Managing General Partner,
by /s/ E. PAUL DUNN, JR.
------------------------------------
Name: E. Paul
IMC
GLOBAL, – OF FEBRUARY
21, 2003, IN RESPECT OF THE CREDIT
AGREEMENT, DATED MAY 17, 2001, AMONG IMC
GLOBAL, INC., THE BORROWING SUBSIDIARIES
PARTY THERETO, THE LENDERS PARTY THERETO,
JPMORGAN CHASE BANK (SUCCESSOR
IMC
GLOBAL, – OF FEBRUARY
21, 2003, IN RESPECT OF THE CREDIT
AGREEMENT, DATED MAY 17, 2001, AMONG IMC
GLOBAL, INC., THE BORROWING SUBSIDIARIES
PARTY THERETO, THE LENDERS PARTY THERETO,
JPMORGAN CHASE BANK (SUCCESSOR
dt 58077
;
Bank of Ireland
As referenced in this Amendment and Restatement Agreement:
Bank of Ireland
– MANHATTAN BANK), AS ADMINISTRATIVE AGENT,
AND GOLDMAN SACHS CREDIT PARTNERS L.P., AS
SYNDICATION AGENT.
Name of Institution:
The Governor & Company of the Bank of Ireland
-----------------------------------
by
/s/ GERALDINE HANNON
------------------------
Name: Geraldine Hannon
Title: Authorized Signatory
/s/ MAURICE FITZGERALD
------------------------
Name: Maurice Fitzgerald
Title: Authorized Signatory
<Page>
_____________
dt 238235
;
|
Bankers Trust
As referenced in this Amendment and Restatement Agreement:
Bankers Trust – Name of Institution:
Blue Square Funding Series 3
-----------------------------------
By: Deutsche Bank Trust Co. Americans
FKA Bankers Trust Co.
by
/s/ SUSAN ANDERSON
------------------------
Name: Susan Anderson
Title: Assistant Vice Pesident
<Page>
dt 44481
;
CIBC
As referenced in this Amendment and Restatement Agreement:
Canadian Imperial Bank of Commerce
– BANK (SUCCESSOR TO THE CHASE
MANHATTAN BANK), AS ADMINISTRATIVE AGENT,
AND GOLDMAN SACHS CREDIT PARTNERS L.P., AS
SYNDICATION AGENT.
Name of Institution:
Canadian Imperial Bank of Commerce
-----------------------------------
by
/s/ [ILLEGIBLE]
------------------------
Name:
Title:
<Page>
SIGNATURE PAGE TO THE AMENDMENT AND
RESTATEMENT AGREEMENT, DATED AS OF FEBRUARY
21, 2003,
_____________
Canadian Imperial Bank of Commerce
– BANK (SUCCESSOR TO THE CHASE
MANHATTAN BANK), AS ADMINISTRATIVE AGENT,
AND GOLDMAN SACHS CREDIT PARTNERS L.P., AS
SYNDICATION AGENT.
Name of Institution:
Canadian Imperial Bank of Commerce
-----------------------------------
by
/s/ WILLIAM M. SWENSON
------------------------
Name: WILLIAM M. SWENSON
Title: AUTHORIZED SIGNATORY
<Page>
SIGNATURE PAGE TO THE AMENDMENT AND
RESTATEMENT
_____________
Canadian Imperial Bank of Commerce
– BANK (SUCCESSOR TO THE CHASE
MANHATTAN BANK), AS ADMINISTRATIVE AGENT,
AND GOLDMAN SACHS CREDIT PARTNERS L.P., AS
SYNDICATION AGENT.
Name of Institution:
Canadian Imperial Bank of Commerce
-----------------------------------
by
/s/ WILLIAM M. SWENSON
------------------------
Name: WILLIAM M. SWENSON
Title: AUTHORIZED SIGNATORY
<Page>
SIGNATURE PAGE TO THE AMENDMENT AND
RESTATEMENT
_____________
Canadian Imperial Bank of Commerce
– BANK (SUCCESSOR TO THE CHASE
MANHATTAN BANK), AS ADMINISTRATIVE AGENT,
AND GOLDMAN SACHS CREDIT PARTNERS L.P., AS
SYNDICATION AGENT.
Name of Institution:
Canadian Imperial Bank of Commerce
-----------------------------------
by
/s/ WILLIAM M. SWENSON
------------------------
Name: WILLIAM M. SWENSON
Title: AUTHORIZED SIGNATORY
<Page>
SIGNATURE PAGE TO THE AMENDMENT AND
RESTATEMENT
_____________
Canadian Imperial Bank of Commerce
– BANK (SUCCESSOR TO THE CHASE
MANHATTAN BANK), AS ADMINISTRATIVE AGENT,
AND GOLDMAN SACHS CREDIT PARTNERS L.P., AS
SYNDICATION AGENT.
Name of Institution:
Canadian Imperial Bank of Commerce
-----------------------------------
by
/s/ WILLIAM M. SWENSON
------------------------
Name: WILLIAM M. SWENSON
Title: AUTHORIZED SIGNATORY
<Page>
SIGNATURE PAGE TO THE AMENDMENT AND
RESTATEMENT
_____________
dt 243718
;
More... |
Preview
Full Doc
| 2000 |
Amendment Agreement [No. 2]
Amendment Agreement [No. 2] (25K)
Doc #212941: Click preview link for longer preview.
SECOND AMENDMENT AGREEMENT
This Second Amendment Agreement dated as of November 3, 2000 (this
"Amendment") among the parties hereto (i) amends the Credit Agreement dated as
of November 6, 1998, as amended by the First Amendment Agreement dated as of
November 5, 1999 (as amended, hereinafter called the "Credit Agreement"),
between Valhi, Inc., a Delaware corporation (the "Borrower"), the Banks party
thereto, and the Administrative Agent and Issuing Bank named therein, and (ii)
also amends the Pledge Agreement described in the Credit Agreement. Capitalized
terms defined in the Credit Agreement and not otherwise defined herein are used
herein with the meanings so defined.
WHEREAS, pursuant to Section 2.17 of the Credit Agreement the Borrower
has requested that the Banks extend the Maturity Date of the Credit Agreement
for a period of 364 days; and
WHEREAS, Societe Generale, Southwest Agency ("SG") has notified the
Borrower and the Banks that SG has decided to exit the Credit Agreement for
strategic reasons and will no longer act as the Administrative Agent for the
Banks or as the Issuing Bank or as a Bank thereunder in the event the other
Banks elect to renew the facility; and
WHEREAS, U.S. Bank National Association ("US Bank") has agreed to
assume the responsibilities of the Administrative Agent for the Banks and to
become the Issuing Bank under the Credit Agreement, and the Banks other than SG
(the "Continuing Banks") have elected to renew the facility in accordance with
the terms of the Credit Agreement, as amended by this Amendment;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. New Agent. The parties hereto agree that, from and after the
Amendment Effective Date (as hereinafter defined), (a) SG shall no longer be a
Bank or the Administrative Agent or the Issuing Bank or the Arranger under the
terms of the Credit Agreement and the other Credit Documents, and (b) US Bank
shall for all purposes be the Agent, the Issuing Bank, and the Arranger under
the Credit Agreement and the other Credit Documents.
2. Amendment of Credit Agreement. From and after the Amendment
Effective Date, the Credit Agreement is hereby amended
as follows:
(a) Section 1.01. Section 1.01 is amended by:
(i) deleting the definition of "Societe Generale" in
its entirety;
(ii) deleting "Societe Generale, Southwest Agency"
from the definitions of the terms "Agent" and "Arranger"
and substituting therefor "U.S. Bank National Association;"
(iii) deleting "Societe Generale, New York Branch"
from the definition of the term "Base Rate" and substituting
therefor "U.S. Bank National Association;"
(iv) deleting each other reference to "Societe
Generale, Southwest Agency" or "Societe Generale" throughout
the Credit Agreement (including without limitation the
Exhibits thereto) and substituting therefor a reference to
"U.S. Bank National Association;"
(v) deleting each reference to the address of SG
throughout the Credit Agreement (including without limitation
the Exhibits thereto) and substituting therefor the address of
U.S. Bank as set forth below its signature on this Amendment;
(vi) deleting the date "September 16, 1998" from the
definition of the term "Agent Fee Letter" and substituting
therefor the date "October, 17, 2000"; and
(vi) deleting the date "November 3, 2000" from the
definition of the term "Maturity Date" and substituting
therefor the date "November 2, 2001".
(b) Section 5.02. Section 5.02 is amended by adding the
following new paragraph (i):
(i) Hostile Tender Offers. Commence any tender offer
pursuant to Section 14(d)(1) of the Exchange Act to acquire
shares of stock of a Person that would result in the Borrower
obtaining a Control Percentage of such Person without either
(i) the prior consent of the 100% of the Banks or (ii) the
agreement of such Person.
(d) Exhibit A. Exhibit A attached to the Credit Agreement is
replaced in its entirety with Exhibit A attached to this Amendment.
(e) Exhibit F. Exhibit F attached to the Credit Agreement is
replaced in its entirety with Exhibit F attached to this Amendment.
(f) Annexes. Annexes I, II and III attached to the Credit
Agreement are replaced in their entirety with Annexes I, II and III
attached to this Amendment.
3. Pledge Agreement. From and after the Amendment Effective Date, the
parties agree that US Bank shall, as successor Agent, be the holder of the liens
and security interests created by the Pledge Agreement. In order to effect the
intent of this transfer of liens and security interest to US Bank, as Agent from
and after the Amendment Effective Date, SG and the Borrower shall notify NL
Industries of such transfer of liens and security interests to US Bank with
respect to the Pledged Shares issued by NL Industries, and the Borrower shall
thereafter cause NL Industries, within 10 Business Days following the Amendment
Effective Date, to send written notice to US Bank (i) acknowledging that such
liens and security interests are held by US Bank, (ii) expressly agreeing to
remit any and all dividends and distributions on account of the Pledged Shares
issued by NL Industries (other than cash dividends) remitted after the Amendment
Effective Date directly to US Bank, as Agent, at US Bank's address as set forth
on Annex III to this Amendment, and (iii) upon receipt of any notice from US
Bank, as Agent, that a Default has occurred and is continuing under the Credit
Agreement, to remit all cash dividends and any and all other distributions on
account of the Pledged Shares issued by NL Industries directly to US Bank, as
Agent, at the same address. In addition, the Borrower and US Bank, as successor
Agent and individually as the new holder of the Collateral Account referred to
in the Pledge Agreement, as hereinafter amended, hereby agree that the Pledge
Agreement is amended as follows (it being expressly agreed that SG and each
Continuing Bank, by their signatures below, consent to such amendments and that
US Bank, as the new holder of the Collateral Account, by its signature below as
a continuing Bank, consents to the provisions of amended Section 7(e) of the
Pledge Agreement described below):
(a) Introduction Paragraph A. Paragraph A is amended by
restating such paragraph in its entirety as follows:
A. The Borrower has entered into the Credit Agreement
dated as of November 6, 1998, as amended (as the same may be
further amended from time to time, the "Credit Agreement"),
among the Borrower, the financial institutions party thereto
(the "Banks"), and U.S. Bank National Association, as the
Agent, the Issuing Bank and the Arranger.
(b) Definitions. The definition of "UCC" is hereby amended by
replacing each reference to "Texas" therein with a reference to "New
York," and the definition of "Collateral Account" in Section 1 is
restated in its entirety as follows:
212941
|
NL Industries
As referenced in this Amendment Agreement [No. 2]:
NL
Industries – as Agent from
and after the Amendment Effective Date, SG and the Borrower shall notify NL
Industries of such transfer of liens and security interests to US Bank with
respect to
NL Industries, – liens and security interests to US Bank with
respect to the Pledged Shares issued by NL Industries, and the Borrower shall
thereafter cause NL Industries, within 10 Business Days following the
NL Industries, – respect to the Pledged Shares issued by NL Industries, and the Borrower shall
thereafter cause NL Industries, within 10 Business Days following the Amendment
Effective Date, to send written notice to
NL Industries – remit any and all dividends and distributions on account of the Pledged Shares
issued by NL Industries (other than cash dividends) remitted after the Amendment
Effective Date directly to US Bank,
NL Industries – dividends and any and all other distributions on
account of the Pledged Shares issued by NL Industries directly to US Bank, as
Agent, at the same address. In addition, the Borrower
dt 59970
;
Valhi
As referenced in this Amendment Agreement [No. 2]:
valhi, – Agreement dated as of
November 5, 1999 (as amended, hereinafter called the "Credit Agreement"),
between Valhi, Inc., a Delaware corporation (the "Borrower"), the Banks party
thereto, and the Administrative Agent
valhi, – Agent with U.S. Bank National Association
designated as the "Collateral Account US Bank for Valhi,
Inc.".
(c) Section 6. Section 6 is amended by deleting "Societe
Generale, New York
valhi, – be
executed by their respective officers duly authorized as of the date first
written above.
VALHI, INC.
By:______________________________
Name:____________________________
Title:___________________________
SOCIETE GENERALE, SOUTHWEST AGENCY
By:______________________________
Name:
valhi, – Title:___________________________
{PAGE}
EXHIBIT A
PROMISSORY NOTE
$ [date of issuance]
---------------------
For value received, the undersigned, Valhi, Inc., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of (
valhi, – governed by and construed in accordance with the
laws of the state of New York.
VALHI, INC.
By:
-----------------------
Name:
----------------------
Title:
---------------------
{PAGE}
EXHIBIT F
FORM OF US BANK LETTER OF CREDIT
dt 13107
;
|
Comerica Bank
As referenced in this Amendment Agreement [No. 2]:
Comerica Bank – payable to the
order of US Bank in the principal amount of $25,000,000, and a Note
payable to the order of Comerica Bank in the principal amount of
$15,000,000, each duly executed by the Borrower and in the form of
Exhibit A attached to
_____________
COMERICA BANK
– Title:___________________________
U.S. BANK NATIONAL ASSOCIATION,
as new Administrative Agent, Issuing Bank
and Arranger
By:______________________________
Name:____________________________
Title:___________________________
CONTINUING BANKS:
COMERICA BANK
By:______________________________
Name:____________________________
Title:___________________________
U.S. BANK NATIONAL ASSOCIATION
By:______________________________
Name:____________________________
Title:___________________________
DEPARTING BANK:
SOCIETE GENERALE, SOUTHWEST
_____________
dt 107086
;
U.S. Bank, NA
As referenced in this Amendment Agreement [No. 2]:
U.S. Bank National Association – or as the Issuing Bank or as a Bank thereunder in the event the other
Banks elect to renew the facility; and
WHEREAS, U.S. Bank National Association ("US Bank") has agreed to
assume the responsibilities of the Administrative Agent for the Banks and to
become the Issuing Bank under
_____________
U.S. Bank National Association; – Societe Generale" in
its entirety;
(ii) deleting "Societe Generale, Southwest Agency"
from the definitions of the terms "Agent" and "Arranger"
and substituting therefor "U.S. Bank National Association; "
(iii) deleting "Societe Generale, New York Branch"
from the definition of the term "Base Rate" and substituting
therefor "U.S. Bank National
_____________
U.S. Bank National Association; – U.S. Bank National Association;"
(iii) deleting "Societe Generale, New York Branch"
from the definition of the term "Base Rate" and substituting
therefor "U.S. Bank National Association; "
(iv) deleting each other reference to "Societe
Generale, Southwest Agency" or "Societe Generale" throughout
the Credit Agreement (including without limitation the
Exhibits
_____________
U.S. Bank National Association; – Societe
Generale, Southwest Agency" or "Societe Generale" throughout
the Credit Agreement (including without limitation the
Exhibits thereto) and substituting therefor a reference to
"U.S. Bank National Association; "
(v) deleting each reference to the address of SG
throughout the Credit Agreement (including without limitation
the Exhibits thereto) and substituting therefor
_____________
U.S. Bank National Association, – same may be
further amended from time to time, the "Credit Agreement"),
among the Borrower, the financial institutions party thereto
(the "Banks"), and U.S. Bank National Association, as the
Agent, the Issuing Bank and the Arranger.
(b) Definitions. The definition of "UCC" is hereby amended by
replacing each reference
_____________
dt 188077
|
Preview
Full Doc
| 2003 |
Amendment Agreement [No. 10]
Amendment Agreement [No. 10] (11K)
Doc #219989: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.227
{SEQUENCE}14
{FILENAME}l99132aexv10w227.txt
{DESCRIPTION}EX-10.227
{TEXT}
{PAGE}
Exhibit 10-227
TENTH AMENDMENT AGREEMENT
THIS TENTH AMENDMENT AGREEMENT (this "Agreement") is made as of the 2nd
day of January, 2003, by and among BANK ONE, NA (fka Bank One, Akron, NA)
("Lender"), LEXINGTON PRECISION CORPORATION, a Delaware corporation ("LPC"), and
LEXINGTON RUBBER GROUP, INC. (fka Lexington Components, Inc.), a Delaware
corporation ("LRG", hereinafter LPC and LRG are referred to each as "Borrower"
singularly and referred to jointly and severally as "Borrowers", which term
shall mean each of the companies individually and both of the companies
collectively).
WHEREAS, Borrowers and Lender are parties to a certain Credit Facility
and Security Agreement, including Rider A thereto, dated as of January 31, 1997,
as amended and as it may from time to time be further amended, supplemented or
otherwise modified, which provides for certain credit facilities all upon the
terms and conditions set forth therein ("Credit and Security Agreement");
WHEREAS, Borrowers and Lender desire to amend the Credit and Security
Agreement to modify certain provisions thereof; and
WHEREAS, each term used herein shall be defined in accordance with the
Credit and Security Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein and for other valuable considerations, Borrowers and Lender
agree as follows:
1. Section 2(B)(2)(b) of the Credit and Security Agreement is
hereby deleted in its entirety with the following being inserted in place
thereof:
(b) FIXED PRINCIPAL INSTALLMENTS. Subject otherwise
to the terms and provisions of the North Canton Term Note, the
principal balance of the North Canton Term Loan shall be
payable in two (2) equal monthly installments of ELEVEN
THOUSAND ONE HUNDRED ELEVEN AND 11/100 DOLLARS ($11,111.11)
each, on January 2, 2003 and February 1, 2003, with the
balance thereof payable in full on February 17, 2003.
2. Section 2(C)(2)(b) of the Credit and Security Agreement is
hereby deleted in its entirety with the following being inserted in place
thereof:
(b) FIXED PRINCIPAL INSTALLMENTS. Subject otherwise
to the terms and provisions of the Vienna Term Note, the
principal balance of the Vienna Term Loan shall be payable in
two (2) equal monthly installments of EIGHT THOUSAND THREE
HUNDRED THIRTY THREE AND 33/100 DOLLARS ($8,333.33) each, on
January 2, 2003 and February 1, 2003, with the balance thereof
payable in full on February 17, 2003.
{PAGE}
3. Section 2(D)(2) of the Credit and Security Agreement is hereby
deleted in its entirety with the following being inserted in place thereof:
2. CASA GRANDE TERM LOAN. At the end of the Casa Grande
Commitment Period, the Casa Grande Construction Loans automatically
converted to a term loan (the "Casa Grande Term Loan"). The Casa Grande
Note shall evidence the Casa Grande Term Loan. The Casa Grande Term
Loan shall be payable in two (2) equal monthly installments of SIXTEEN
THOUSAND SIX HUNDRED SIXTY-SIX AND 00/100 DOLLARS ($16,666.00) each,
together with all accrued interest due at the time of payment of
principal, on January 2, 2003 and February 1, 2003, with the balance
thereof payable in full on February 17, 2003. The Casa Grande Term Loan
shall bear interest on the unpaid principal balance at a rate per annum
equal to the Base Rate plus three-fourths of one percent (3/4%). Such
interest is payable monthly on January 2, 2003 and February 1, 2003.
Interest shall be computed on a three hundred sixty (360)-day basis
based upon the actual number of days elapsed.
4. Section 2(E)(2)(b) of the Credit and Security Agreement is
hereby deleted in its entirety with the following being inserted in place
thereof:
(b) FIXED PRINCIPAL INSTALLMENTS. Subject otherwise
to the terms and provisions of the LaGrange Term Note, the
principal balance of the LaGrange Term Loan shall be payable
in two (2) equal monthly installments of EIGHT THOUSAND EIGHT
HUNDRED EIGHTY-EIGHT AND 89/100 DOLLARS ($8,888.89) each, on
January 2, 2003 and February 1, 2003, with the balance thereof
payable in full on February 17, 2003.
5. As a condition precedent to the effectiveness of this
Agreement, Borrowers shall pay all reasonable legal fees and expenses of Lender
incurred in connection with this Agreement.
6. Borrowers hereby represent and warrant to Lender that (a) each
Borrower has the legal power and authority to execute and deliver this
Agreement; (b) this Agreement has been duly executed and delivered by each
Borrower; (c) the execution and delivery hereof by each Borrower and the
performance and observance by each Borrower of the provisions hereof do not
violate or conflict with the organizational documents of such Borrower or any
law applicable to such Borrower or result in a breach of any provision of or
constitute a default under any other agreement, instrument or document binding
upon or enforceable against such Borrower; (d) as of the date hereof, and after
giving effect to the transactions contemplated by this Agreement, each Borrower
is able to pay its debts as they mature and each Borrower's capital is
sufficient and not unreasonably small for the business and transaction in which
such Borrower is engaged or about to engage; (e) no Default or Event of Default
exists under the Credit and Security Agreement, nor will a Default or Event of
Default occur upon the execution and delivery of this Agreement; and (f) this
Agreement has been duly authorized, executed, and delivered by each Borrower and
constitutes a legal, valid and binding obligation of each Borrower, enforceable
in accordance with its terms.
2
{PAGE}
7. Each reference that is made in the Credit and Security
Agreement or any other writing shall hereafter be construed as a reference to
the Credit and Security Agreement as amended hereby. Except as herein otherwise
specifically provided, all provisions of the Credit and Security Agreement shall
remain in full force and effect in accordance with their terms and shall not be
amended or modified hereby.
8. This Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts and by facsimile
signature, each of which when so executed and delivered shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement.
9. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
OHIO. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR AS REQUIRED BY
APPLICABLE LAW, EACH BORROWER WAIVES (i) PRESENTMENT, DEMAND AND PROTEST AND
NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NONPAYMENT, MATURITY, RELEASE,
COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER,
ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES
AT ANY TIME HELD BY LENDER ON WHICH ANY BORROWER MAY IN ANY WAY BE LIABLE, (ii)
NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE COLLATERAL WHICH MIGHT BE
REQUIRED BY ANY COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY OF LENDER'S
219989
|
Bank One
As referenced in this Amendment Agreement [No. 10]:
BANK ONE, NA – 227
TENTH AMENDMENT AGREEMENT
THIS TENTH AMENDMENT AGREEMENT (this "Agreement") is made as of the 2nd
day of January, 2003, by and among BANK ONE, NA (fka Bank One, Akron, NA)
("Lender"), LEXINGTON PRECISION CORPORATION, a Delaware corporation ("LPC"), and
LEXINGTON RUBBER GROUP, INC. (fka Lexington Components, Inc.),
_____________
BANK ONE, NA – Its: CHAIRMAN OF THE BOARD
-------------------------------------
LEXINGTON RUBBER GROUP, INC.
(fka Lexington Components, Inc.)
By: /s/ MICHAEL A. LUBIN
-------------------------------------
Its: CHAIRMAN OF THE BOARD
-------------------------------------
BANK ONE, NA (fka as Bank One, Akron, NA)
By: /s/ RANDY ABRAMS
-------------------------------------
Its: ASSISTANT VICE PRESIDENT
-------------------------------------
4
{/TEXT}
{/DOCUMENT}
_____________
dt 100293
;
Bank One, Akron, NA;
| Lexington Rubber Group, Inc.;
Lexington Components, Inc.
|
Preview
Full Doc
| 2001 |
Amendment Agreement
Amendment Agreement (31K)
Doc #330748: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10
{SEQUENCE}14
{FILENAME}abs10k2000exhibit10-281.txt
{DESCRIPTION}AMENDMENT TO CREDIT AGREEMENT 5 YEAR
{TEXT}
Exhibit 10.28.1
[EXECUTION COPY]
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT (this "Agreement") is entered into as of
March 15, 2001 by and among Albertson's, Inc., a Delaware corporation (the
"Company"), the several financial institutions party to this Agreement
(individually, a "Bank" and, collectively, the "Banks"), and Bank of America,
N.A., as Swingline Bank and as administrative agent for itself, the Designated
Bidders and the Banks (in such capacity, the "Agent").
WHEREAS, the Company, the Banks party thereto and the Agent entered
into a Credit Agreement dated as of March 22, 2000 (as in effect as of the date
of this Agreement, the "Credit Agreement") providing for a multiyear revolving
credit facility; and
WHEREAS, the parties hereto desire to amend the Credit Agreement as
set forth herein, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References; Interpretation.
(a) Unless otherwise specifically defined herein, each term used herein
(including in the Recitals hereof) which is defined in the Credit Agreement
shall have the meaning assigned to such term in the Credit Agreement.
(b) Each reference to "this Agreement", "hereof", "hereunder", "herein" and
"hereby" and each other similar reference contained in the Credit Agreement, and
each reference to "the Credit Agreement" and each other similar reference in the
other Loan Documents, shall from and after the Effective Date (as defined in
subsection 2) refer to the Credit Agreement as amended hereby.
(c) The rules of interpretation set forth in Section 1.02 of the Credit
Agreement shall be applicable to this Agreement.
2. Amendments to Credit Agreement. Subject to the terms and conditions hereof,
the Credit Agreement is amended as follows, effective as of the date of satis-
faction of the conditions set forth in Section 4 (the "Effective Date"):
(a) Amendments to Article I of the Credit Agreement. The term "364-Day
Credit Agreement" defined in the Credit Agreement shall mean the Amended and
Restated Credit Agreement dated as of the date hereof, among the Company, BofA
as agent, and the other financial institutions party thereto, providing for a
364 day revolving credit facility.
{PAGE}
(b) Amendment to Annex I of the Credit Agreement. Annex I of the Credit
Agreement is replaced in its entirety by Annex I (Amended) attached to this
Agreement.
(c) Amendment to Schedule 10.02 of the Credit Agreement. Schedule 10.02 of
the Credit Agreement is replaced in its entirety by Schedule 10.02 (Amended) of
this Agreement.
3. Representations and Warranties. The Company hereby represents and warrants
to the Agent and the Banks as follows:
(a) No Default or Event of Default has occurred and is continuing (or would
result from the amendment of the Credit Agreement contemplated hereby).
(b) The execution, delivery and performance by the Company of this
Agreement and the Credit Agreement (as amended by this Agreement) have been duly
authorized by all necessary corporate and other action and do not and will not
require any registration with, consent or approval of, or notice to or action
by, any Person (including any Governmental Authority) in order to be effective
and enforceable.
(c) This Agreement and the Credit Agreement (as amended by this Agreement)
constitute the legal, valid and binding obligations of the Company, enforceable
against it in accordance with their respective terms.
(d) All representations and warranties of the Company contained in the
Credit Agreement are true and correct (except to the extent such representations
and warranties expressly refer to an earlier date, in which case they shall be
true and correct as of such earlier date and except that this subsection (d)
shall be deemed instead to refer to (x) the last day of the most recent quarter
and year for which financial statements have then been delivered; (y) to the
most recent Form 10-K and Forms 10-Q filed subsequently thereto by the Company
with the SEC, in respect of the representations and warranties made in
Section 5.05 of the Credit Agreement; and (z) to the most recent Form 10-K filed
by the Company with the SEC, in respect of the representations and warranties
made in Section 5.10(a) of the Credit Agreement).
(e) There has occurred since February 3, 2000, no event or circumstance
that has resulted or could reasonably be expected to result in a Material
Adverse Effect.
(f) The Company is entering into this Agreement on the basis of its own
investigation and for its own reasons, without reliance upon the Agent and the
Banks or any other Person.
(g) The Company's obligations under the Credit Agreement and under the
other Loan Documents are not subject to any defense, counterclaim, set-off,
right of recoupment, abatement or other claim.
4. Conditions of Effectiveness.
(a) The effectiveness of Section 2 of this Agreement shall be subject to
the satisfaction of each of the following conditions precedent:
2
{PAGE}
(1) The Agent shall have received from the Company and each of the
Banks a duly executed original (or, if elected by the Agent, an executed
facsimile copy) of this Agreement.
(2) The Agent shall have received evidence of payment by the Company
of all fees, costs and expenses due and payable as of the Effective Date
hereunder and under the Credit Agreement, including any costs and expenses
payable under Section 5(g) of this Agreement (including the Agent's Attorney
Costs, to the extent invoiced on or prior to the Effective Date).
(3) The Agent shall have received from the Company a copy of the
resolutions passed by the board of directors of the Company, certified as of the
Effective Date by the Secretary or an Assistant Secretary of such Person,
authorizing the execution, delivery and performance of this Agreement and the
Credit Agreement (as amended by this Agreement).
330748
|
Albertson's
As referenced in this Amendment Agreement:
Albertson's, Inc – 10.28.1
[EXECUTION COPY]
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT (this "Agreement") is entered into as of
March 15, 2001 by and among Albertson's, Inc ., a Delaware corporation (the
"Company"), the several financial institutions party to this Agreement
(individually, a "Bank" and, collectively, the "Banks"), and Bank
_____________
ALBERTSON'S, INC – Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
ALBERTSON'S, INC .
By: _______________________________
Title: ____________________________
BANK OF AMERICA, N.A., as
Administrative Agent
By: _______________________________
Title: ____________________________
BANK OF AMERICA, N.A., as
_____________
Albertson's, Inc – all
outstanding Loans.
Annex I (Amended) -1.
{PAGE}
SCHEDULE 10.02 (AMENDED)
PAYMENT OFFICES; ADDRESSES FOR NOTICES; LENDING OFFICES
COMPANY
Address for Notices:
Albertson's, Inc .
250 Park Center Blvd.
Box 20
Boise, Idaho 83726
Attention: Finance Department
Telephone: (208) 395-6534
Facsimile: (208) 395-6631
BANK OF
_____________
Albertson's, Inc – 312) 828-6269
S-10.02 (Amended) -1.
{PAGE}
Agent's Payment Office:
Bank of America, N.A.
Attention: Agency Services #5596
Reference: Albertson's, Inc .
For credit to Acct. No. 3750836479
ABA No. 111000012
BANK OF AMERICA, N.A.
as a Bank
Domestic and Offshore Lending Office:
(
_____________
dt 684190
;
Stepan
As referenced in this Amendment Agreement:
Stepan
– USA
Domestic and Offshore Lending Office:
Merrill Lynch Bank USA
15 W. South Temple
Suite 300
Salt Lake City, UT 84101
Attention: Frank Stepan
Telephone: (801) 526-8316
Facsimile: (801) 521-6466
S-10.02 (Amended) -10.
{PAGE}
Notices (other than Borrowing Notices and Notices of
_____________
dt 702477
;
BofA
As referenced in this Amendment Agreement:
Bank of America,
N.A. – s, Inc., a Delaware corporation (the
"Company"), the several financial institutions party to this Agreement
(individually, a "Bank" and, collectively, the "Banks"), and Bank of America,
N.A. , as Swingline Bank and as administrative agent for itself, the Designated
Bidders and the Banks (in such capacity, the "Agent").
WHEREAS, the
_____________
BANK OF AMERICA, N.A. – by their proper and duly authorized officers as
of the day and year first above written.
ALBERTSON'S, INC.
By: _______________________________
Title: ____________________________
BANK OF AMERICA, N.A. , as
Administrative Agent
By: _______________________________
Title: ____________________________
BANK OF AMERICA, N.A., as Swingline
Bank and as a Bank
By: _______________________________
Title:
_____________
BANK OF AMERICA, N.A. – year first above written.
ALBERTSON'S, INC.
By: _______________________________
Title: ____________________________
BANK OF AMERICA, N.A., as
Administrative Agent
By: _______________________________
Title: ____________________________
BANK OF AMERICA, N.A. , as Swingline
Bank and as a Bank
By: _______________________________
Title: ____________________________
BANK ONE, NA, as Documentation Agent
and as a Bank
By:
_____________
BANK OF AMERICA, N.A. – Albertson's, Inc.
250 Park Center Blvd.
Box 20
Boise, Idaho 83726
Attention: Finance Department
Telephone: (208) 395-6534
Facsimile: (208) 395-6631
BANK OF AMERICA, N.A.
as Agent
Notices for Borrowing, Conversions/Continuations, and Payments:
Bank of America, N.A.
Mail Code: CA4-706-05-09
Agency Services
_____________
Bank of America, N.A. – Department
Telephone: (208) 395-6534
Facsimile: (208) 395-6631
BANK OF AMERICA, N.A.
as Agent
Notices for Borrowing, Conversions/Continuations, and Payments:
Bank of America, N.A.
Mail Code: CA4-706-05-09
Agency Services
1850 Gateway Boulevard
Concord, California 94520
Attention: Jeff Khamsivone
Telephone: (925) 675-8432
Facsimile: (
_____________
dt 659846
;
|
BNY
As referenced in this Amendment Agreement:
BANK OF NEW YORK
– as Syndication
Agent and as a Bank
By: _______________________________
Title: ____________________________
{PAGE}
BANCA DI ROMA, SAN FRANCISCO BRANCH
By: _______________________________
Title: ____________________________
THE BANK OF NEW YORK
By: _______________________________
Title: ____________________________
BANK OF OKLAHOMA, N.A.
By: _______________________________
Title: ____________________________
FIRST UNION NATIONAL BANK
By: _______________________________
Title: ____________________________
THE
_____________
BANK OF NEW YORK
– 240 South Pineapple Avenue
Mail Code FL631
Sarasota, Florida 34236
Attention: James C. Wardlaw
Telephone: (941) 951-4686
Facsimile: (941) 951-4659
THE BANK OF NEW YORK
Domestic and Offshore Lending Office:
The Bank of New York
One Wall Street, 8th Floor
New York, New York 10286
Attention: Charlotte
_____________
Bank of New York
– Attention: James C. Wardlaw
Telephone: (941) 951-4686
Facsimile: (941) 951-4659
THE BANK OF NEW YORK
Domestic and Offshore Lending Office:
The Bank of New York
One Wall Street, 8th Floor
New York, New York 10286
Attention: Charlotte Sohn
Telephone: (212) 635-7869
Facsimile: (212) 635-1481/1483
_____________
Bank of New York
– 7869
Facsimile: (212) 635-1481/1483
S-10.02 (Amended) -7.
{PAGE}
Notices (other than Borrowing Notice and Notices of Conversion/Continuation):
The Bank of New York
One Wall Street, 8th Floor
New York, New York 10286
Attention: Charlotte Sohn
Telephone: (212) 635-7869
Facsimile: (212) 635-1481/1483
_____________
dt 701501
;
Bank One
As referenced in this Amendment Agreement:
BANK ONE, NA – as
Administrative Agent
By: _______________________________
Title: ____________________________
BANK OF AMERICA, N.A., as Swingline
Bank and as a Bank
By: _______________________________
Title: ____________________________
BANK ONE, NA , as Documentation Agent
and as a Bank
By: _______________________________
Title: ____________________________
WACHOVIA BANK, N.A., as Syndication
Agent and as a Bank
_____________
BANK ONE, NA – A.
191 Peachtree Street NE
MC-GA 370
Atlanta, Georgia 30303
Attention: John A. Whitner
Telephone: (404) 332-6738
Facsimile: (404) 332-6898
BANK ONE, NA
as Documentation Agent and as a Bank
Domestic and Offshore Lending Office:
Bank One, NA
1 Bank One Plaza
IL1-0088, 14th
_____________
Bank One, NA – Telephone: (404) 332-6738
Facsimile: (404) 332-6898
BANK ONE, NA
as Documentation Agent and as a Bank
Domestic and Offshore Lending Office:
Bank One, NA
1 Bank One Plaza
IL1-0088, 14th Floor
Chicago, Illinois 60670
Attention: Mike Parisi
Telephone: (312) 732-8588
Facsimile: (312) 732-2715
_____________
Bank One, NA – Illinois 60670
Attention: Mike Parisi
Telephone: (312) 732-8588
Facsimile: (312) 732-2715
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Bank One, NA
1 Bank One Plaza
IL1-0086, 14th Floor
Chicago, Illinois 60670
Attention: Paul E. Rigby
Telephone: (312) 732-6132
Facsimile: (312) 336-
_____________
dt 703025
;
More... |
Preview
Full Doc
| 2002 |
Amendment Agreement [No. 1]
Amendment Agreement [No. 1] (134K)
Doc #351661: Click preview link for longer preview.
FIRST AMENDMENT AGREEMENT
FIRST AMENDMENT AGREEMENT (this "AMENDMENT"), dated as of
August 7, 2002, by and among J. H. WHITNEY MEZZANINE FUND, L.P. ("WMF"), a
Delaware limited partnership, ALBION ALLIANCE MEZZANINE FUND I, L.P. ("ALBION
I"), a Delaware limited partnership, ALBION ALLIANCE MEZZANINE FUND II, L.P.
("ALBION II"), a Delaware limited partnership, THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES ("EQUITABLE"), a New York corporation, FLEET
CORPORATE FINANCE, INC. ("FLEET"), a Massachusetts corporation, and CITIZENS
CAPITAL, INC. ("CITIZENS"; and together with WMF, Albion I, Albion II, Equitable
and Fleet, the "PURCHASERS" and, individually, a "PURCHASER"), a Massachusetts
corporation, and TRANSTECHNOLOGY CORPORATION (the "COMPANY"), a Delaware
corporation, to the Securities Purchase Agreement, dated as of August 29, 2000,
by and among the Purchasers and the Company (the "ORIGINAL AGREEMENT").
W I T N E S S E T H:
WHEREAS, the Purchasers and the Company entered into the
Original Agreement pursuant to which, among other things, the Purchasers
purchased from the Company subordinated promissory notes, due August 29, 2005,
in the aggregate principal amount of $75,000,000 and warrants to purchase
427,602 shares of common stock, par value $.01 per share, of the Company; and
WHEREAS, the Company proposes to refinance its existing senior
indebtedness (such existing senior indebtedness being referred to as the "OLD
SENIOR DEBT", and such new indebtedness being referred to as the "NEW SENIOR
DEBT") and in connection therewith the Company has requested that the Purchasers
agree to amend certain provisions of the Original Agreement as hereinafter set
forth; and
WHEREAS, the Purchasers are willing to consent to the
requested amendments, subject to the terms and conditions set forth in this
Amendment (the Original Agreement as amended by this Amendment is hereinafter
referred to as the "AGREEMENT").
NOW THEREFORE, in consideration of the premises set forth
herein and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, the Purchasers and the Company agree as
follows:
{PAGE}
ARTICLE 1
DEFINITIONS
1.1 ORIGINAL AGREEMENT DEFINITIONS.
(a) All capitalized terms used in this Amendment but not
defined shall have the meanings given to them in the Original Agreement. In the
event of a conflict between the definitions contained in this Amendment and
those contained in the Original Agreement, the definitions contained herein
shall prevail.
(b) The definition of "ALBION/EQUITABLE NOTES" shall be
amended to read in its entirety as follows:
"ALBION/EQUITABLE NOTES" shall mean the Notes issued
to Albion I, Albion II and Equitable.
(c) The definition of "NOTES" shall be amended to read in its
entirety as follows:
"NOTES" shall mean the Amended and Restated Senior
Subordinated Promissory Notes of the Company dated August 7,
2002 issued to the Purchasers in exchange for the Notes in the
aggregate principal amount of $80,283,757.59 and shall include
all payment-in-kind promissory notes issued by the Company as
contemplated therein or in payment of fees to any Purchaser.
(d) The definition of "SENIOR CREDIT AGREEMENT" shall be
amended to read in its entirety as follows:
"SENIOR CREDIT AGREEMENT" shall mean individually and
collectively (i) the Financing Agreement dated as of August 7,
2002 by and among The CIT Group/Business Credit, Inc. and the
Company, Norco, Inc. and TCR Corporation (the "CIT FINANCING
AGREEMENT"), and (ii) the Financing Agreement dated as of
August 7, 2002 by and among the Company, Norco, Inc. TCR
Corporation, the lenders from time to time party thereto, and
Ableco Finance LLC, as Agent, as such agreements may be
amended, restated, supplemented or otherwise modified from
time to time.
(e) The definition of "SUBORDINATION AGREEMENT" shall be
amended to read in its entirety as follows:
"SUBORDINATION AGREEMENT" shall mean the
Intercreditor and Subordination Agreement dated as of August
7, 2002, by and among The CIT Group/Business Credit, Inc.,
Ableco Finance LLC (for itself and as
{PAGE}
agent), the Company and certain of the Company's Subsidiaries
and the Purchasers.
(f) The following definition shall be inserted in alphabetical
order:
"TTGB RESTRUCTURING" shall mean the restructuring of
the business of the Company and its Subsidiaries effective
July 17, 2002, which resulted in the complete separation of
the operations of TransTechnology (GB) Limited and its
Subsidiaries (the "TTGB ENTITIES") from the operations and
financial results of the Company and its other Subsidiaries
(the "TTGB RESTRUCTURING").
(g) The definition of "WARRANTS" shall be amended to read in
its entirety as follows:
"WARRANTS" shall mean the amended and restated
warrants issued to the Purchasers in exchange for the warrants
referred to in the Whereas clause hereof.
(h) The definition of "WMF NOTE" shall be amended to read in
its entirety as follows:
"WMF NOTE" shall mean the Note issued to WMF.
ARTICLE 2
LIMITED WAIVER
--------------
Subject to the conditions set forth herein, the Purchasers
hereby waive the existing Events of Default under Sections 9.1, 9.6 and 9.8 of
the Original Agreement solely to the extent occurring as of or prior to the date
hereof; provided that such waivers shall be limited precisely as written and
shall not be deemed or otherwise construed to constitute a waiver of any other
default or Event of Default or to prejudice any right, power or remedy which the
Purchasers, may now have or may have in the future under or in connection with
the Original Agreement (after giving effect to this Amendment) or the Notes all
of which rights, powers and remedies are hereby expressly reserved by the
Purchasers.
ARTICLE 3
AMENDMENTS TO ORIGINAL AGREEMENT
3.1 AMENDMENT TO THE NOTES. Each Note shall be amended to increase the
Interest Rate (as defined in the Notes) commencing December 31, 2002, from
16.00% to 18.00%, and in connection therewith to increase the PIK Interest Rate
(as defined in the Notes) from 3.00% per annum to 5.00% per annum. In addition,
the PIK Interest Rate will increase by .25% effective each Interest Payment Date
commencing on March 31, 2003. There shall be no change in the calculation or
payment of Basic Interest (as defined in the Notes). In order to accomplish the
foregoing, each Purchaser will surrender the Note and any PIK Notes issued in
respect thereof now held by such Purchaser for cancellation in exchange for the
issuance by the Company to
{PAGE}
such Purchaser of an Amended and Restated Senior Subordinated Promissory Note
(each an "AMENDED AND RESTATED NOTE"), in the form attached hereto as EXHIBIT I,
in the principal amount equal to the aggregate principal amount of the Note and
PIK Interest accrued through the date hereof on the Note now held by such
Purchaser.
3.2 AMENDMENT TO THE WARRANTS. Each Warrant shall be amended to (i) fix
the Purchase Price (as defined in the Warrant) in the event of a reorganization,
redistribution, merger or sale of assets occurring prior to December 31, 2002,
and to reduce the Purchase Price on December 31, 2002, and (ii) add a put right
in favor of the Holder thereunder in certain circumstances. In order to
accomplish the foregoing, each Purchaser will surrender the Warrants now held by
such Purchaser for cancellation in exchange for the issuance by the Company to
such Purchaser of an Amended and Restated Warrant (the "AMENDED AND RESTATED
WARRANT") in the form attached hereto as EXHIBIT II entitling the Purchaser to
purchase upon exercise thereof, the same number of shares of Common Stock as
provided for in the Warrant now held by such Purchaser.
3.3 AMENDMENT TO SECTION 8.1. Section 8.1 of the Original Agreement is
hereby amended to add a new subsection (o) to read in its entirety as follows:
(o) REPORTS PURSUANT TO SENIOR CREDIT DOCUMENTS. The
Company shall deliver to Purchasers a copy of each financial
351661
| |
Ableco Finance
As referenced in this Amendment Agreement [No. 1]:
Ableco Finance LLC – AGREEMENT"), and (ii) the Financing Agreement dated as of
August 7, 2002 by and among the Company, Norco, Inc. TCR
Corporation, the lenders from time to time party thereto, and
Ableco Finance LLC , as Agent, as such agreements may be
amended, restated, supplemented or otherwise modified from
time to time.
(e) The definition of "SUBORDINATION AGREEMENT" shall be
amended to read in
_____________
Ableco Finance LLC – read in its entirety as follows:
"SUBORDINATION AGREEMENT" shall mean the
Intercreditor and Subordination Agreement dated as of August
7, 2002, by and among The CIT Group/Business Credit, Inc.,
Ableco Finance LLC (for itself and as
{PAGE}
agent), the Company and certain of the Company's Subsidiaries
and the Purchasers.
(f) The following definition shall be inserted in alphabetical
order:
"TTGB
_____________
ABLECO
FINANCE LLC – IN, THE INTERCREDITOR AND
SUBORDINATION AGREEMENT DATED AS OF AUGUST 7, 2002 AMONG THE
BORROWER, CERTAIN OF THE BORROWER'S SUBSIDIARIES, THE
PURCHASERS, THE CIT GROUP/BUSINESS CREDIT, INC., AND ABLECO
FINANCE LLC (FOR ITSELF AND AS AGENT), AND EACH HOLDER OF THIS
NOTE BY ITS ACCEPTANCE HEREOF SHALL BE BOUND BY THE PROVISIONS
OF SUCH INTERCREDITOR AND SUBORDINATION AGREEMENT.
THE SUBORDINATED
_____________
Ableco Finance LLC – Note is subject to and subordinated by the terms
of an Intercreditor and Subordination Agreement dated as of August [__], 2002 by
and among The CIT Group/Business Credit, Inc., Ableco Finance LLC (for itself
and as agent), the Borrower, certain of the Borrower's Subsidiaries and the
Purchasers, which is incorporated herein by reference. This Note is subject to
the terms
_____________
Ableco Finance LLC – REINSTATEMENT OF OBLIGATION. To the extent that any
payment made hereunder to a Holder is subsequently required to be, and is, paid
to The CIT Group/Business, Credit, Inc. or Ableco Finance LLC under and pursuant
to the Intercreditor and Subordination Agreement, or is subsequently required to
be, and is, returned to the Borrower for any reason, including, without
limitation, that such
_____________
dt 757427
|