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Subscribers | 2003 |
Amendment and Restatement Agreement [No. 2]
Amendment and Restatement Agreement [No. 2] (10K)
Doc #302717: Click preview link for longer preview.
SECOND AMENDMENT AND RESTATEMENT AGREEMENT
dated as of
March 27, 2003
among
EDWARDS LIFESCIENCES CORPORATION
as Borrower
The Lenders Party Hereto
JPMORGAN CHASE BANK
as Administrative Agent
CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
AND WACHOVIA BANK, N.A.
as Co-Syndication Agents
and
THE BANK OF NOVA SCOTIA AND BANK OF AMERICA, N.A.
as Co-Documentation Agents
J.P. MORGAN SECURITIES INC.
as Lead Arranger and Bookrunner
SECOND AMENDMENT AND RESTATEMENT AGREEMENT dated as of March 27, 2003 (this "Amendment and Restatement"), in respect of the 364-DAY CREDIT AGREEMENT dated as of March 30, 2000, as amended through the date hereof (the "Existing Credit Agreement"), among EDWARDS LIFESCIENCES CORPORATION, a Delaware corporation (the "Company"); the LENDERS from time to time party hereto; JPMORGAN CHASE BANK, as Administrative Agent; CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH AND WACHOVIA BANK, N.A., as Co-Syndication Agents and THE BANK OF NOVA SCOTIA AND BANK OF AMERICA, N.A., as Co-Documentation Agents.
The Company has requested that the Existing Credit Agreement be amended and restated as set forth in Section 1 below and the other parties hereto are willing so to amend and restate the Existing Credit Agreement. Each capitalized term used but not defined herein has the meaning assigned thereto in the Existing Credit Agreement as amended and restated hereby.
In consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:
SECTION 1 Amendment and Restatement. Upon the effectiveness of this Amendment and Restatement as provided in Section 3 below, the Existing Credit Agreement shall be amended and restated in the form in which it exists on the date hereof but with the following revisions (the Existing Credit Agreement, as so amended and restated, being called the "Restated Credit Agreement"):
(a) Section 1.01 is hereby amended as follows:
(i) Confidential Information Memorandum. The definition of "Confidential Information Memorandum" is hereby amended by deleting the date "March 2002" and substituting therefor "February 2003".
(ii) Existing Credit Agreement. The following definition is hereby inserted in its proper alphabetical position:
"Existing Credit Agreement" means the 364-Day Credit Agreement dated as of March 30, 2000, as amended through the date hereof, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, as administrative agent."
(iii) Termination Date. The definition of "Termination Date" is hereby amended by deleting the date "March 27, 2003" and substituting therefor "March 25, 2004".
(b) Paragraph (a) of Section 3.06 is hereby amended by deleting the date "December 31, 2001" and substituting therefor "December 31, 2002", each time it appears. Paragraph (b) of Section 3.06 is hereby amended by deleting the date "December 31, 2001" and substituting therefor "December 31, 2002", each time it appears.
(c) Effective Date. From and after the Effective Date (as defined below), all references in the Restated Credit Agreement to "the date hereof", "the date of this Agreement" or other words or phrases of similar import, shall be deemed references to the date of this Amendment and Restatement.
(d) Schedule 2.01. Schedule 2.01 is deleted and replaced with Schedule 2.01 to this Amendment and Restatement.
SECTION 2 Representations and Warranties. The Company represents and warrants to the Lenders as of the date hereof and as of the Effective Date that:
302717
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 J.P. Morgan
As referenced in this Amendment and Restatement Agreement [No. 2]:
J.P. MORGAN SECURITIES INC – BANK, N.A.
as Co-Syndication Agents
and
THE BANK OF NOVA SCOTIA AND BANK OF AMERICA, N.A.
as Co-Documentation Agents
J.P. MORGAN SECURITIES INC .
as Lead Arranger and Bookrunner
SECOND AMENDMENT AND RESTATEMENT AGREEMENT dated as of March 27, 2003 (this "Amendment and Restatement"), in respect
_____________
dt 273971
;
BofA
As referenced in this Amendment and Restatement Agreement [No. 2]:
BANK OF AMERICA, N.A. – CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
AND WACHOVIA BANK, N.A.
as Co-Syndication Agents
and
THE BANK OF NOVA SCOTIA AND BANK OF AMERICA, N.A.
as Co-Documentation Agents
J.P. MORGAN SECURITIES INC.
as Lead Arranger and Bookrunner
SECOND AMENDMENT AND RESTATEMENT AGREEMENT dated as of
_____________
BANK OF AMERICA, N.A. – CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH AND WACHOVIA BANK, N.A., as Co-Syndication Agents and THE BANK OF NOVA SCOTIA AND BANK OF AMERICA, N.A. , as Co-Documentation Agents.
The Company has requested that the Existing Credit Agreement be amended and restated as set forth in Section
_____________
BANK OF AMERICA, N.A. – individually and as Co-Syndication Agent,
by
Name:
Title:
THE BANK OF NOVA SCOTIA,
individually and as Co-Documentation Agent,
by
Name:
Title:
BANK OF AMERICA, N.A. ,
individually and as Co-Documentation Agent,
by
Name:
Title:
6
_____________
dt 274065
;
|
Nova Scotia
As referenced in this Amendment and Restatement Agreement [No. 2]:
BANK OF NOVA SCOTIA – CHASE BANK
as Administrative Agent
CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
AND WACHOVIA BANK, N.A.
as Co-Syndication Agents
and
THE BANK OF NOVA SCOTIA AND BANK OF AMERICA, N.A.
as Co-Documentation Agents
J.P. MORGAN SECURITIES INC.
as Lead Arranger and Bookrunner
SECOND AMENDMENT AND
_____________
BANK OF NOVA SCOTIA – CHASE BANK, as Administrative Agent; CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH AND WACHOVIA BANK, N.A., as Co-Syndication Agents and THE BANK OF NOVA SCOTIA AND BANK OF AMERICA, N.A., as Co-Documentation Agents.
The Company has requested that the Existing Credit Agreement be amended and restated
_____________
BANK OF NOVA SCOTIA, – individually and as Co-Syndication Agent,
by
Name:
Title:
WACHOVIA BANK, N.A.
individually and as Co-Syndication Agent,
by
Name:
Title:
THE BANK OF NOVA SCOTIA,
individually and as Co-Documentation Agent,
by
Name:
Title:
BANK OF AMERICA, N.A.,
individually and as Co-Documentation Agent,
by
Name:
_____________
dt 268051
;
JPMorgan Chase
As referenced in this Amendment and Restatement Agreement [No. 2]:
JPMORGAN CHASE BANK
– EXECUTION COPY
SECOND AMENDMENT AND RESTATEMENT AGREEMENT
dated as of
March 27, 2003
among
EDWARDS LIFESCIENCES CORPORATION
as Borrower
The Lenders Party Hereto
JPMORGAN CHASE BANK
as Administrative Agent
CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
AND WACHOVIA BANK, N.A.
as Co-Syndication Agents
and
THE BANK
_____________
JPMORGAN CHASE BANK, – date hereof (the "Existing Credit Agreement"), among EDWARDS LIFESCIENCES CORPORATION, a Delaware corporation (the "Company"); the LENDERS from time to time party hereto; JPMORGAN CHASE BANK, as Administrative Agent; CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH AND WACHOVIA BANK, N.A., as Co-Syndication Agents and THE BANK
_____________
JPMorgan Chase Bank, – of March 30, 2000, as amended through the date hereof, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, as administrative agent."
(iii) Termination Date. The definition of "Termination Date" is hereby amended by deleting the date "March 27, 2003" and
_____________
JPMORGAN CHASE BANK, – LIFESCIENCES SALES CORPORATION,
by
Name:
Title:
5
EDWARDS LIFESCIENCES (U.S.) INC.,
by
Name:
Title:
EDWARDS LIFESCIENCES WORLD TRADE CORPORATION,
by
Name:
Title:
JPMORGAN CHASE BANK,
individually and as Administrative Agent,
by
Name:
Title:
CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH, individually and as Co-Syndication Agent,
by
_____________
dt 274603
;
More... |
| Subscribers | 2002 |
Assumption Agreement
Assumption Agreement (8K)
Doc #293945: This document is immediately available for purchase, but does not have a preview available for viewing.
293945
|
J.P. Morgan
As referenced in this Assumption Agreement:
J.P. MORGAN SECURITIES
INC – as of June 1, 2001, the several banks and other financial institutions from time
to time parties to the Credit Agreement (the "Lenders"), J.P. MORGAN SECURITIES
INC . (formerly known as Chase Securities Inc.), as sole arranger and bookrunner
(in such capacity, the "Arranger"), BARCLAYS BANK PLC, BANK OF AMERICA,
_____________
dt 251799
;
Citibank
As referenced in this Assumption Agreement:
CITIBANK, N.A. – known as Chase Securities Inc.), as sole arranger and bookrunner
(in such capacity, the "Arranger"), BARCLAYS BANK PLC, BANK OF AMERICA, N.A.,
CITIBANK, N.A. and THE DAI-ICHI KANGYO BANK, LIMITED, as syndication agents (in
such capacity, the "Syndication Agents"), and JPMORGAN CHASE BANK (formerly
known
_____________
dt 248943
;
BofA
As referenced in this Assumption Agreement:
BANK OF AMERICA, N.A. – P. MORGAN SECURITIES
INC. (formerly known as Chase Securities Inc.), as sole arranger and bookrunner
(in such capacity, the "Arranger"), BARCLAYS BANK PLC, BANK OF AMERICA, N.A. ,
CITIBANK, N.A. and THE DAI-ICHI KANGYO BANK, LIMITED, as syndication agents (in
such capacity, the "Syndication Agents"), and JPMORGAN CHASE
_____________
dt 235338
;
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Barclays Bank
As referenced in this Assumption Agreement:
BARCLAYS BANK PLC, – the "Lenders"), J.P. MORGAN SECURITIES
INC. (formerly known as Chase Securities Inc.), as sole arranger and bookrunner
(in such capacity, the "Arranger"), BARCLAYS BANK PLC, BANK OF AMERICA, N.A.,
CITIBANK, N.A. and THE DAI-ICHI KANGYO BANK, LIMITED, as syndication agents (in
such capacity, the "
_____________
dt 247466
;
Chase Manhattan
As referenced in this Assumption Agreement:
Chase Manhattan Bank) – THE DAI-ICHI KANGYO BANK, LIMITED, as syndication agents (in
such capacity, the "Syndication Agents"), and JPMORGAN CHASE BANK (formerly
known as The Chase Manhattan Bank) , as administrative agent (in such capacity,
the "Administrative Agent").
WITNESSETH
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make
_____________
dt 245589
;
Chase Securities
As referenced in this Assumption Agreement:
Chase Securities Inc – and other financial institutions from time
to time parties to the Credit Agreement (the "Lenders"), J.P. MORGAN SECURITIES
INC. (formerly known as Chase Securities Inc .), as sole arranger and bookrunner
(in such capacity, the "Arranger"), BARCLAYS BANK PLC, BANK OF AMERICA, N.A.,
CITIBANK, N.A. and
_____________
dt 243480
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| Subscribers | 2002 |
Assumption Agreement
Assumption Agreement (8K)
Doc #293946: This document is immediately available for purchase, but does not have a preview available for viewing.
293946
|
J.P. Morgan
As referenced in this Assumption Agreement:
J.P. MORGAN SECURITIES
INC – as of June 1, 2001, the several banks and other financial institutions from time
to time parties to the Credit Agreement (the "Lenders"), J.P. MORGAN SECURITIES
INC . (formerly known as Chase Securities Inc.), as sole arranger and bookrunner
(in such capacity, the "Arranger"), BARCLAYS BANK PLC, BANK OF AMERICA,
_____________
dt 251800
;
Citibank
As referenced in this Assumption Agreement:
CITIBANK, N.A. – known as Chase Securities Inc.), as sole arranger and bookrunner
(in such capacity, the "Arranger"), BARCLAYS BANK PLC, BANK OF AMERICA, N.A.,
CITIBANK, N.A. and THE DAI-ICHI KANGYO BANK, LIMITED, as syndication agents (in
such capacity, the "Syndication Agents"), and JPMORGAN CHASE BANK (formerly
known
_____________
dt 248944
;
BofA
As referenced in this Assumption Agreement:
BANK OF AMERICA, N.A. – P. MORGAN SECURITIES
INC. (formerly known as Chase Securities Inc.), as sole arranger and bookrunner
(in such capacity, the "Arranger"), BARCLAYS BANK PLC, BANK OF AMERICA, N.A. ,
CITIBANK, N.A. and THE DAI-ICHI KANGYO BANK, LIMITED, as syndication agents (in
such capacity, the "Syndication Agents"), and JPMORGAN CHASE
_____________
dt 235339
;
|
Barclays Bank
As referenced in this Assumption Agreement:
BARCLAYS BANK PLC, – the "Lenders"), J.P. MORGAN SECURITIES
INC. (formerly known as Chase Securities Inc.), as sole arranger and bookrunner
(in such capacity, the "Arranger"), BARCLAYS BANK PLC, BANK OF AMERICA, N.A.,
CITIBANK, N.A. and THE DAI-ICHI KANGYO BANK, LIMITED, as syndication agents (in
such capacity, the "
_____________
dt 247467
;
Chase Manhattan
As referenced in this Assumption Agreement:
Chase Manhattan Bank) – THE DAI-ICHI KANGYO BANK, LIMITED, as syndication agents (in
such capacity, the "Syndication Agents"), and JPMORGAN CHASE BANK (formerly
known as The Chase Manhattan Bank) , as administrative agent (in such capacity,
the "Administrative Agent").
WITNESSETH
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make
_____________
dt 245590
;
Chase Securities
As referenced in this Assumption Agreement:
Chase Securities Inc – and other financial institutions from time
to time parties to the Credit Agreement (the "Lenders"), J.P. MORGAN SECURITIES
INC. (formerly known as Chase Securities Inc .), as sole arranger and bookrunner
(in such capacity, the "Arranger"), BARCLAYS BANK PLC, BANK OF AMERICA, N.A.,
CITIBANK, N.A. and
_____________
dt 243481
|
| Preview
Subscribers | 2005 |
Assumption Agreement
Assumption Agreement (6K)
Doc #969091: Click preview link for longer preview.
ASSUMPTION AGREEMENT
Assumption Agreement
Exhibit 4.2
ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this “Agreement”), between DLI Acquisition Corp., a Delaware corporation
(“Assignor”), and Del Laboratories, Inc., a Delaware corporation (“Assignee”), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement (as hereinafter . . .
969091
|
J.P. Morgan
As referenced in this Assumption Agreement:
J.P. Morgan
Securities, Inc – January 27, 2005 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Assignor, DLI Holding II Corp., the Lenders, the Administrative Agent, J.P. Morgan
Securities, Inc . and Bear, Stearns & Co. Inc., as joint lead arrangers and joint bookrunners, Bear Stearns Corporate Lending Inc., as syndication agent, and Deutsche Bank Securities Inc., as documentation agent
_____________
dt 1493018
;
Del Labs
As referenced in this Assumption Agreement:
Del Laboratories, Inc. – Assumption Agreement
Exhibit 4.2
ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this “Agreement”), between DLI Acquisition Corp., a Delaware corporation
(“Assignor”), and Del Laboratories, Inc. , a Delaware corporation (“Assignee”), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the banks
_____________
DEL LABORATORIES, INC. – their
respective proper and duly authorized officers as of the day and year first above written.
DLI ACQUISITION CORP.
By:
/s/ Philip E. Berney
Name:
Philip E. Berney
Title:
President
DEL LABORATORIES, INC.
By:
/s/ Enzo J. Vialardi
Name:
Enzo J. Vialardi
Title:
Executive Vice President and Chief Financial Officer
Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent under the
_____________
dt 1463220
;
Del Labs
As referenced in this Assumption Agreement:
Del Laboratories, Inc. – Assumption Agreement
Exhibit 4.2
ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this “Agreement”), between DLI Acquisition Corp., a Delaware corporation
(“Assignor”), and Del Laboratories, Inc. , a Delaware corporation (“Assignee”), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the banks
_____________
DEL LABORATORIES, INC. – their
respective proper and duly authorized officers as of the day and year first above written.
DLI ACQUISITION CORP.
By:
/s/ Philip E. Berney
Name:
Philip E. Berney
Title:
President
DEL LABORATORIES, INC.
By:
/s/ Enzo J. Vialardi
Name:
Enzo J. Vialardi
Title:
Executive Vice President and Chief Financial Officer
Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent under the
_____________
dt 1491656
;
|
Deutsche Bank
As referenced in this Assumption Agreement:
Deutsche Bank Securities Inc – the Administrative Agent, J.P. Morgan
Securities, Inc. and Bear, Stearns & Co. Inc., as joint lead arrangers and joint bookrunners, Bear Stearns Corporate Lending Inc., as syndication agent, and Deutsche Bank Securities Inc ., as documentation agent and as co-agent; and
WHEREAS, pursuant to the Credit Agreement, Assignee desires to accept and
assume all of the obligations and liabilities of Assignor under
_____________
dt 1376400
;
JPMorgan Chase
As referenced in this Assumption Agreement:
JPMorgan Chase Bank, – 27, 2005 (this “Agreement”), between DLI Acquisition Corp., a Delaware corporation
(“Assignor”), and Del Laboratories, Inc., a Delaware corporation (“Assignee”), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the banks and other financial institutions (the “Lenders”) from time to time parties
_____________
JPMORGAN CHASE BANK, – E. Berney
Name:
Philip E. Berney
Title:
President
DEL LABORATORIES, INC.
By:
/s/ Enzo J. Vialardi
Name:
Enzo J. Vialardi
Title:
Executive Vice President and Chief Financial Officer
Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent under the Credit Agreement
By:
/s/ John C. Riordan
Name:
John C. Riordan
Title:
Vice President
_____________
dt 1405880
|
| Preview
Subscribers | 2005 |
Assumption Agreement
Assumption Agreement (6K)
Doc #1989220: Click preview link for longer preview.
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this �Agreement�), between DLI Acquisition Corp., a Delaware corporation (�Assignor�), and Del Laboratories, Inc., a Delaware corporation (�Assignee�), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the �Administrative Agent�) for the banks and other financial institutions (the �Lenders�) from time to time parties to the Credit Agreement (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, . . .
1989220
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J.P. Morgan
As referenced in this Assumption Agreement:
J.P. Morgan Securities, Inc – as of January 27, 2005 (as amended, supplemented, waived or otherwise modified from time to time, the Credit Agreement), among Assignor, DLI Holding II Corp., the Lenders, the Administrative Agent, J.P. Morgan Securities, Inc . and Bear, Stearns & Co. Inc., as joint lead arrangers and joint bookrunners, Bear Stearns Corporate Lending Inc., as syndication agent, and Deutsche Bank Securities Inc., as documentation agent
_____________
dt 1496637
;
Del Labs
As referenced in this Assumption Agreement:
Del Laboratories, Inc. – 2 15 dex42.htm ASSUMPTION AGREEMENT
Exhibit 4.2
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this Agreement), between DLI Acquisition Corp., a Delaware corporation (Assignor), and Del Laboratories, Inc. , a Delaware corporation (Assignee), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent) for the banks and other financial institutions (
_____________
DEL LABORATORIES, INC. – their respective proper and duly authorized officers as of the day and year first above written.
DLI ACQUISITION CORP.
By:
/s/ Philip E. Berney
Name:
Philip E. Berney
Title:
President
DEL LABORATORIES, INC.
By:
/s/ Enzo J. Vialardi
Name:
Enzo J. Vialardi
Title:
Executive Vice President and Chief Financial Officer
Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent under the
_____________
dt 1463236
;
|
Del Labs
As referenced in this Assumption Agreement:
Del Laboratories, Inc. – 2 15 dex42.htm ASSUMPTION AGREEMENT
Exhibit 4.2
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this Agreement), between DLI Acquisition Corp., a Delaware corporation (Assignor), and Del Laboratories, Inc. , a Delaware corporation (Assignee), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent) for the banks and other financial institutions (
_____________
DEL LABORATORIES, INC. – their respective proper and duly authorized officers as of the day and year first above written.
DLI ACQUISITION CORP.
By:
/s/ Philip E. Berney
Name:
Philip E. Berney
Title:
President
DEL LABORATORIES, INC.
By:
/s/ Enzo J. Vialardi
Name:
Enzo J. Vialardi
Title:
Executive Vice President and Chief Financial Officer
Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent under the
_____________
dt 1491672
;
Deutsche Bank
As referenced in this Assumption Agreement:
Deutsche Bank Securities Inc – the Administrative Agent, J.P. Morgan Securities, Inc. and Bear, Stearns & Co. Inc., as joint lead arrangers and joint bookrunners, Bear Stearns Corporate Lending Inc., as syndication agent, and Deutsche Bank Securities Inc ., as documentation agent and as co-agent; and
WHEREAS, pursuant to the Credit Agreement, Assignee desires to accept and assume all of the obligations and liabilities of Assignor under
_____________
dt 1378729
;
JPMorgan Chase
As referenced in this Assumption Agreement:
JPMorgan Chase Bank, – ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this Agreement), between DLI Acquisition Corp., a Delaware corporation (Assignor), and Del Laboratories, Inc., a Delaware corporation (Assignee), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent) for the banks and other financial institutions (the Lenders) from time to time parties to the Credit Agreement (
_____________
JPMORGAN CHASE BANK, – E. Berney
Name:
Philip E. Berney
Title:
President
DEL LABORATORIES, INC.
By:
/s/ Enzo J. Vialardi
Name:
Enzo J. Vialardi
Title:
Executive Vice President and Chief Financial Officer
Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent under the Credit Agreement
By:
/s/ John C. Riordan
Name:
John C. Riordan
Title:
Vice President
_____________
dt 1409019
|
| Preview
Subscribers | 2003 |
Plan of Reorganization [Amended]
Plan of Reorganization [Amended] (181K)
Doc #125849: Click preview link for longer preview.
DEBTORS AMENDED JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
WorldCom, Inc. and certain of its direct and indirect subsidiaries, as debtors and debtors in possession, propose the following joint plan of reorganization under section 1121(a) of title 11 of the United States Code:
ARTICLE I
DEFINITIONS AND CONSTRUCTION OF TERMS
Definitions. As used herein, the following terms have the respective meanings specified below:
1.01. 364-Day Facility means that certain $2.65 billion 364-day revolving credit facility, dated as of June 8, 2001, among WorldCom as borrower and Bank of America, N.A. and The Chase Manhattan Bank as co-administrative agents, Banc of America Securities LLC and J.P. Morgan Securities Inc. as joint lead arrangers and joint book managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as syndication agent, ABN Amro Bank N.V. and Deutsche Bank AG New York Branch as co-documentation agents, and several banks and other financial institutions as lenders.
1.02. Access Provider means an entity providing telecommunications services to the Debtors pursuant to an executory contract or a tariff filed by such entity with the Federal Communications Commission or a relevant state commission.
1.03. Ad Hoc Committee of Intermedia Noteholders means the informal committee of certain holders of Intermedia Senior Debt Claims and Intermedia Subordinated Debt Claims.
1.04. Ad Hoc Committee of MCIC Senior Noteholders means the informal committee of certain holders of MCIC Senior Debt Claims.
1.05. Ad Hoc Committee of WorldCom Noteholders means the informal committee of certain holders of WorldCom Note Claims.
1.06. Administrative Expense Claim means any right to payment constituting a cost or expense of administration of any of the Chapter 11 Cases under sections 503(b) and 507(a)(1) of the Bankruptcy Code, including, without limitation, any actual and necessary costs and expenses of preserving the estates of the Debtors, any actual and necessary costs and expenses of operating the business of the Debtors, any indebtedness or obligations incurred or assumed by the Debtors in Possession in connection with the conduct of their business, including, without limitation, for the acquisition or lease of property or an interest in property or the rendition of services, all compensation and reimbursement of expenses to the extent Allowed by the Bankruptcy Court under section 330 or 503 of the Bankruptcy Code. Any fees or charges assessed against the estates of the Debtors under section 1930 of chapter 123 of title 28 of the United States Code shall be excluded from the definition of Administrative Expense Claim and shall be paid in accordance with Section 13.05 of the Plan.
1.07. Allowed means, with reference to any Claim against the Debtors, (i) any Claim that has been listed by the Debtors in their Schedules, as such Schedules may be amended by the Debtors from time to time in accordance with Bankruptcy Rule 1009, as liquidated in amount and not disputed or contingent and for which no contrary proof of claim has been filed, (ii) any Claim allowed hereunder, (iii) any Claim that is not Disputed, (iv) any Claim that is compromised, settled, or otherwise resolved pursuant to the authority granted to the Reorganized Debtors pursuant to a Final Order of the Bankruptcy Court or under Section 7.06 of the Plan, or (v) any Claim that, if Disputed, has been Allowed by Final Order; provided, however, that Claims allowed solely for the purpose of voting to accept or reject the Plan pursuant to an order of the Bankruptcy Court shall not be considered Allowed Claims hereunder. Unless otherwise specified herein or by order of the Bankruptcy Court, Allowed Administrative Expense Claim or Allowed Claim shall not, for any purpose under the Plan, include interest on such Administrative Expense Claim or Claim from and after the Commencement Date.
1.08. ASR means a document known in the telecommunications industry as an Access Service Request under which an entity elects to purchase certain non usage-sensitive telecommunications services from an Access Provider for a specified period of time. Solely for purposes of the Plan, ASRs under which the Debtors elected to purchase certain non usage-sensitive telecommunications services for a term of more than thirty (30) days are treated as executory contracts; provided, however, that for purposes of the Plan, ASRs under which the Debtors elected to purchase certain non usage-sensitive telecommunications services for a term of thirty (30) days or less are not treated as executory contracts.
1.09. Ballot means the form distributed to each holder of an impaired Claim that is entitled to vote to accept or reject the Plan on which is to be indicated (i) acceptance or rejection of the Plan and (ii) in the case of Class 6 WorldCom General Unsecured Claims and Class 12 Intermedia General Unsecured Claims that are Allowed in an amount greater than forty thousand ($40,000) dollars, whether such holder elects to treat its Claim as a Convenience Claim under the Plan.
1.10. Bank Actions means any and all Causes of Action of the Banks against the Debtors, the Reorganized Debtors, or any of their respective current or former officers or directors relating to or arising from the 364-Day Facility and the Revolving Credit Facility or the funding of any amounts thereunder, including without limitation, the Constructive Trust Action and the Maryland Action.
1.11. Bank Claims means all Claims of the Banks arising under the 364-Day Facility and the Revolving Credit Facility.
1.12. Bank Settlement means the settlement pursuant to Bankruptcy Rule 9019 under which the Banks party to the Constructive Trust Action will receive a Class 3A Allowed Claim entitling them to New Notes in the aggregate principal amount of seventy-five million ($75,000,000) dollars in exchange for, among other things, dismissals with prejudice of the Constructive Trust Action and the Maryland Action. The Allowed Class 5 Claims of the Banks receiving distributions under the Bank Settlement shall be reduced by an amount equal to the Class 3A distributions such Banks receive.
1.13. Bank Settlement Claims means all Claims of the Banks arising under the Bank Settlement.
1.14. Bankruptcy Code means title 11 of the United States Code, as amended from time to time, as applicable to the Chapter 11 Cases.
1.15. Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York having jurisdiction over the Chapter 11 Cases.
1.16. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, and any Local Rules of the Bankruptcy Court.
125849
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J.P. Morgan
As referenced in this Plan of Reorganization [Amended]:
J.P. Morgan Securities – as borrower and Bank of America, N.A. and The Chase Manhattan Bank as co-administrative agents, Banc of America Securities LLC and J.P. Morgan Securities Inc. as joint lead arrangers and joint book managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc.,
_____________
J.P. Morgan Securities – of America Securities LLC and J.P. Morgan Securities Inc. as joint lead arrangers and joint book managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as
_____________
J.P. Morgan Securities – as borrower and Bank of America, N.A. and The Chase Manhattan Bank as co-administrative agents, Banc of America Securities LLC and J.P. Morgan Securities Inc. as joint lead arrangers and joint book managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc.,
_____________
J.P. Morgan Securities – of America Securities LLC and J.P. Morgan Securities Inc. as joint lead arrangers and joint book managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as
_____________
dt 97993
;
ABN AMRO Bank
As referenced in this Plan of Reorganization [Amended]:
ABN Amro Bank – managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as
ABN Amro Bank – and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as syndication agent, ABN Amro Bank N.V. and Deutsche Bank AG New York Branch as co-documentation agents, and several
ABN Amro Bank – section 1129 of the Bankruptcy Code.
1.31. Constructive Trust Action means the action styled ABN Amro Bank N.V., et al. v. WorldCom, Inc., 02 Civ. 5437 (JSR), which is pending in
ABN Amro Bank – and assigns of any of the forgoing.
1.66. Maryland Action means the action styled ABN Amro Bank N.V., et al. v. Susan Mayer, Case No. 235174, which is pending in the
ABN Amro Bank – managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as
dt 45181
;
Citibank
As referenced in this Plan of Reorganization [Amended]:
Citibank, N.A. – J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as syndication agent, ABN Amro Bank N.V. and Deutsche Bank AG New York Branch as co-documentation agents, and several banks
_____________
Citibank, N.A. – Senior Notes Indenture Trustee means Law Debenture Trust Company of New York, as successor in interest to Wilmington Trust Company (as successor to Citibank, N.A. ), in its capacity as indenture trustee under the MCIC Senior Notes Indentures or its duly appointed successor.
1.71. MCIC Subordinated Debt
_____________
Citibank, N.A. – J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as syndication agent, ABN Amro Bank N.V. and Deutsche Bank AG New York Branch as co-documentation agents, and several banks
_____________
dt 145823
;
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MCI
As referenced in this Plan of Reorganization [Amended]:
MCI, Inc – included in the Plan Supplement.
(c) On the Effective Date, Reorganized WorldCom shall reincorporate as a Delaware corporation and change its name to MCI, Inc . In order to effectuate Reorganized WorldComs reincorporation as a Delaware corporation, WorldCom shall merge into a wholly owned Subsidiary that is incorporated
_____________
MCI, Inc – Subsidiary that is incorporated in Delaware, with such Subsidiary being the surviving corporation. At such time, such Subsidiary shall change its name to MCI, Inc .
(d) The mergers, transfers of assets, dissolutions, consolidations, and other transactions contemplated in this Section 5.05 shall be approved and effective
_____________
MCI, Inc – Reorganized WorldCom Certificate of Incorporation and Reorganized WorldCom By-laws shall provide that, on the Effective Date, WorldCom shall change its name to MCI, Inc . and reincorporate as a Delaware corporation in the manner set forth in Section 5.05(c) of the Plan. On and after
_____________
MCI, Inc – in the manner set forth in Section 5.05(c) of the Plan. On and after the Effective Date, the corporate offices of MCI, Inc . and the other Reorganized Debtors shall be located at 22001 Loudoun County Parkway, Ashburn, Virginia 20147.
5.09. Cancellation of Existing Securities
_____________
MCI, Inc. – Corporation
02-42272
National Telecommunications of Florida, Inc.
02-42273
N.C.S. Equipment Corporation
02-42274
Netwave Systems, Inc.
02-42275
networkMCI, Inc.
02-42276
Northeast Networks, Inc.
02-42277
Nova Cellular Co.
02-42278
NTC, Inc.
02-42279
Overseas Telecommunications, Inc.
02-42280
Shared
_____________
dt 276647
;
ABN AMRO Bank
As referenced in this Plan of Reorganization [Amended]:
ABN Amro Bank – managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as
ABN Amro Bank – and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as syndication agent, ABN Amro Bank N.V. and Deutsche Bank AG New York Branch as co-documentation agents, and several
ABN Amro Bank – section 1129 of the Bankruptcy Code.
1.31. Constructive Trust Action means the action styled ABN Amro Bank N.V., et al. v. WorldCom, Inc., 02 Civ. 5437 (JSR), which is pending in
ABN Amro Bank – and assigns of any of the forgoing.
1.66. Maryland Action means the action styled ABN Amro Bank N.V., et al. v. Susan Mayer, Case No. 235174, which is pending in the
ABN Amro Bank – managers, Banc of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN Amro Bank N.V., and Deutsche Banc Alex Brown Inc. as co-arrangers, Citibank, N.A. as
dt 45181
;
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Subscribers | 2003 |
Common Terms Agreement
Common Terms Agreement (379K)
Doc #166815: Click preview link for longer preview.
COMMON TERMS AGREEMENT
COMMON TERMS AGREEMENT dated as of February 21, 2003 made by and among:
ALLEGHENY ENERGY SUPPLY COMPANY, LLC, a Delaware limited liability company (the "Borrower");
Each of the Persons (as hereinafter defined) (other than the Borrower) listed on the signature pages hereto as a Grantor (the Borrower and the Persons so listed being, collectively, the "Grantors");
Each of the institutions listed on the signature pages hereto as a Refinancing Lender (as hereinafter defined) and any additional Refinancing Lender that becomes a party to the Refinancing Credit Agreement (as hereinafter defined) in accordance with the terms of the Refinancing Credit Agreement and this Agreement (as hereinafter defined), in either case for so long as such institution continues to be a party to the Refinancing Credit Agreement;
Each of the institutions listed on the signature pages hereto as a New Money Lender (as hereinafter defined) and any additional New Money Lender that becomes a party to the New Money Credit Agreement (as hereinafter defined) in accordance with the terms of the New Money Credit Agreement and this Agreement, in either case for so long as such institution continues to be a party to the New Money Credit Agreement;
Each of the institutions listed on the signature pages hereto as a Springdale Lender (as hereinafter defined) and any additional Springdale Lender that becomes a party to the Springdale Credit Agreement (as hereinafter defined) in accordance with the terms of the Springdale Credit Agreement and this Agreement, in either case for so long as such institution continues to be a party to the Springdale Credit Agreement;
BANK ONE, NA ("Bank One"), as the issuing bank for letters of credit pursuant to the Refinancing Credit Agreement (in such capacity, the "Refinancing Issuing Bank");
CITIBANK, N.A. ("Citibank"), not in its individual capacity except as expressly set forth herein but solely as (a) administrative agent for the Refinancing Lenders and the Refinancing Issuing Bank (in such capacity, the "Refinancing Lender Agent ") and (b) administrative agent for the New Money Lenders (in such capacity, "New Money Lender Agent");
THE BANK OF NOVA SCOTIA ("Scotia"), not in its individual capacity except as expressly set forth herein but solely as (a) administrative agent for the Springdale Lenders (in such capacity, the "Springdale Lender Agent") and (b) documentation agent for the Lenders (as hereinafter defined) (in such capacity, the "Documentation Agent"); and
JPMORGAN CHASE BANK ("JPMC"), not in its individual capacity except as expressly set forth herein but solely as syndication agent on behalf and for the benefit of the Lenders (in such capacity, the "Syndication Agent").
PRELIMINARY STATEMENTS
(1) As of the date hereof, the Borrower is indebted to certain banks and institutions (the "Existing Lenders") pursuant to one or more of the agreements listed in Part A of Schedule I (collectively, the "Existing Lender Debt Documents"), and the aggregate principal amount owed as of the date hereof to each Existing Lender under the Existing Lender Debt Documents is set forth in Part B of Schedule I opposite the name of such Existing Lender (all such amounts, collectively, the "Existing Lender Debt").
(2) As of the date hereof, one or more letters of credit, as listed in Part C of Schedule I (collectively, the "Existing Letters of Credit") have been issued for the account of the Borrower, and the amount as of the date hereof available for drawing(s) under each Existing Letter of Credit is set forth in Part D of Schedule I opposite such Existing Letter of Credit.
(3) As of the date hereof, (a) Power Trust 2000-A is indebted to certain banks and institutions (the "Existing Springdale Lenders") pursuant to one or more of the agreements listed in Part E-1 of Schedule I (collectively, the "Existing Springdale Debt Documents"), and the aggregate principal amount owed as of the date hereof to each Existing Springdale Lender under the Existing Springdale Debt Documents is set forth in Part F-1 of Schedule I opposite the name of such Existing Springdale Lender (all such amounts, collectively, the "Existing Springdale Debt") and (b) certain banks and institutions are the owners of equity in Power Trust 2000-A (the "Springdale Equity Participants") pursuant to one or more of the agreements listed in Part E-2 of Schedule I (collectively, the "Existing Springdale Equity Documents", and together with the Existing Springdale Debt Documents, the "Existing Springdale Documents"), and the aggregate principal amount owed as of the date hereof to each Springdale Equity Participant under the Existing Springdale Equity Documents is set forth in Part F-2 of Schedule I opposite the name of such Springdale Equity Participant (all such amounts, collectively, the "Existing Springdale Equity Participations", and together with the Existing Springdale Debt, the "Existing Springdale Lease Participations").
(4) The Borrower has given notice to Power Trust 2000-A of the exercise by the Borrower of its Purchase Option (as defined in the Springdale Participation Agreement (as hereinafter defined)) for the purpose of recognizing the Springdale Plant (as hereinafter defined) as its owned capital assets for all purposes, and in accordance therewith, record title for the Springdale Plant will be in the name of the Borrower, and the original intent of the Springdale Lease Documents (as hereinafter defined) will continue as follows: the Borrower will be recognized as the owner of the Springdale Plant for federal and state income tax purposes and bankruptcy purposes, and this Agreement and the other Financing Documents (as hereinafter defined) will continue the lien on the Borrower's interest in the Springdale Plant for the benefit of the Springdale Lenders.
166815
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J.P. Morgan
As referenced in this Common Terms Agreement:
J.P. MORGAN
SECURITIES – BANK OF NOVA SCOTIA,
as Springdale Lender Agent and Documentation Agent,
AND
JPMORGAN CHASE BANK,
as Syndication Agent
______________________________________________________________________________
SALOMON SMITH BARNEY INC.
J.P. MORGAN
SECURITIES INC.
SCOTIA CAPITAL
(USA) INC.
As Joint Lead Arrangers
______________________________________________________________________________
COMMON TERMS AGREEMENT
COMMON TERMS AGREEMENT dated as of February 21, 2003 made
_____________
J.P. Morgan Securities – the same investment advisor as such Lender or by an Affiliate of such investment advisor.
"Arrangers" means each of Salomon Smith Barney, Inc., J.P. Morgan Securities Inc. and Scotia Capital (USA) Inc.
"Asset Sale" means any Sale of any Asset by any Borrower Group Member to a third party
_____________
dt 98081
;
ABN AMRO Bank
As referenced in this Common Terms Agreement:
ABN AMRO BANK – Ryan
Title: Vice President
By /s/ S. WILLIAM FOX
Name: S. William Fox
Title: Director
ABN AMRO BANK N.V.,
as Refinancing Lender and as New Money
Lender
By /s/ NEIL J. BIVONA
dt 45258
;
Allegheny Energy
As referenced in this Common Terms Agreement:
Allegheny Energy, Inc – Edison Company, as amended, modified or supplemented from time to time.
"OVEC Interest" means the rights and interests of the Borrower in, to and under the OVEC Agreement.
"Parent" means Allegheny Energy, Inc ., a Maryland corporation.
"Partial Sale" means (a) any Sale by a Loan Party of some, but not all, of its ownership interest in any electric generating plant which is
_____________
dt 1558566
;
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Citibank
As referenced in this Common Terms Agreement:
CITIBANK, N.A. – EACH OF THE REFINANCING LENDERS,
EACH OF THE NEW MONEY LENDERS,
EACH OF THE SPRINGDALE LENDERS,
BANK ONE, NA,
as Refinancing Issuing Bank,
CITIBANK, N.A. ,
as Refinancing Lender Agent and New Money Lender Agent,
THE BANK OF NOVA SCOTIA,
as Springdale Lender Agent and Documentation Agent,
AND
_____________
CITIBANK, N.A. – Bank One"), as the issuing bank for letters of credit pursuant to the Refinancing Credit Agreement (in such capacity, the "Refinancing Issuing Bank");
CITIBANK, N.A. ("Citibank"), not in its individual capacity except as expressly set forth herein but solely as (a) administrative agent for the Refinancing Lenders
_____________
CITIBANK, N.A. – Title: Authorized Agent
KZH SOLEIL-2 LLC,
as New Money Lender
By SUSAN LEE
Name: Susan Lee
Title: Authorized Agent
Address for Notices: CITIBANK, N.A. ,
Two Penns Way - Suite 200 as Refinancing Lender Agent and as New Money
Castle, DE 19720 Lender Agent
Attn: Kimberly Eidam-Melendez
_____________
Citibank, N.A. – to any Lien in favor of the Collateral Agent for the benefit of the Secured Parties under any Collateral Document.
"Collateral Agent" means Citibank, N.A. , not in its individual capacity except as otherwise expressly provided in any Financing Document, but solely as collateral agent on behalf of
_____________
Citibank, N.A. – described in that Open-End Mortgage and Security Agreement, Assignment of Rents and Financing Statement, delivered by Allegheny Energy Supply Company, LLC, to Citibank, N.A. , as Collateral Agent, and in Allegheny County, Pennsylvania.
"Springdale Special Draw Agent" has the meaning set forth in the Security Agreement.
"Subsidiary"
_____________
dt 146057
;
Citicorp USA
As referenced in this Common Terms Agreement:
CITICORP USA, INC – 301-665-2715
Fax: 301-665-2751
e-mail: rbinder@alleghenyenergy.com
By /s/ REGIS F. BINDER
Name: Regis F. Binder
Title: Treasurer
CITICORP USA, INC .,
as Refinancing Lender, as New Money Lender
and as Springdale Lender
By /s/ ROBERT J. HARRITY, JR.
Name: Robert J. Harrity, Jr.
_____________
dt 164987
;
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Subscribers | 2001 |
Compromise and Settlement Agreement
Compromise and Settlement Agreement (49K)
Doc #1031281: Click preview link for longer preview.
COMPROMISE AND SETTLEMENT AGREEMENT
This Compromise and Settlement Agreement (the "Agreement") is made and
entered into by and between Remington Oil and Gas Corporation, a Delaware
corporation with an operating office in Dallas, Texas, on its own behalf and as
successor under the Farmout (as hereinafter defined) to Box Energy Corporation,
OKC Limited Partnership and OKC Corp. (hereinafter collectively referred to as
"Remington") on the one hand, and Phillips Petroleum Company, a Delaware
corporation with an operating office in . . .
1031281
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J.P. Morgan
As referenced in this Compromise and Settlement Agreement:
J.P. Morgan
Securities Inc – preceding the date on which both parties have executed this Agreement
(the "Floor Price") into $21,250,000. Remington shall deliver the
Initial Shares to Phillips by sending electronically to J.P. Morgan
Securities Inc ., DTC #060, for the benefit of Phillips Petroleum
Company, Account #30352470, with such delivery to be made as soon as
practicable, but in no event shall Remington be required
_____________
dt 1493181
;
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Chase Manhattan
As referenced in this Compromise and Settlement Agreement:
Chase Manhattan Bank, – Remington shall wire transfer twenty-one
million, two hundred fifty thousand U.S. dollars ($21,250,000) in
immediately available funds to Phillips' Account No. 144-0-32570 in the
Chase Manhattan Bank, NY, ABA No. 021000021, Credit: Phillips Petroleum
Company. The term "business day" as used herein means any day except (i)
a Saturday, (ii) a Sunday, or (iii) a day
_____________
dt 1426307
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Subscribers | 2004 | |