Exhibit 10.1


 


EXECUTION COPY


 


AMENDMENT NO. 2 TO THE

CREDIT AGREEMENT


 


Dated
as of December 12, 2008


 


AMENDMENT NO. 2 TO THE CREDIT
AGREEMENT among
Sealed Air Corporation (the “Company”), Sealed Air Corporation (US),
Cryovac, Inc., Sealed Air Luxembourg S.C.A. (collectively, the “Borrowers”),
the banks and other financial institutions and the initial issuing banks listed
on the signature pages thereof, and Citicorp USA, Inc., as agent (the
“Agent”) for the Lenders.


 


PRELIMINARY STATEMENTS:


 


(1)                                  The Borrowers, the Lenders and the Agent have
entered into a Credit Agreement dated as of July 26, 2005 and the letter
amendment thereto dated as of June 13, 2007 (such Credit Agreement, as so
amended, the “Credit Agreement”). 
Capitalized terms not otherwise defined in this Amendment have the same
meanings as specified in the Credit Agreement.


 


(2)                                  The Borrowers and the Required Lenders have
agreed to further amend the Credit Agreement as hereinafter set forth.


 


SECTION 1.                                Amendments to Credit Agreement.  The Credit Agreement is, effective as
of the date hereof and subject to the satisfaction of the conditions precedent
set forth in Section 2, hereby amended as follows:


 


(a)                                  The definitions of “Accounting Charges”,
“Applicable Margin”, “Applicable Percentage”, “Applicable
Utilization Fee”, “Base Rate”, “Consolidated Interest Expense”,
“Consolidated Net Debt”, “EBITDA”, “Subsidiary Guaranty
Release Date” and “Termination Date” in Section 1.01 are
amended in full to read as follows:


 


“Accounting Charges” means tangible asset write-downs and
restructuring charges, whether or not such charges require a cash payment at
any time.


 


“Applicable Margin” means as of any date, a percentage per annum
determined by reference to the Public Debt Rating in effect on such date as set
forth below:


 


	
  Public Debt Rating 

  S&P/Moody’s

  	
   

  	
  Applicable Margin for 

  Base Rate Advances

  	
   

  	
  Applicable Margin for 

  Eurocurrency Rate 

  Advances

  	
   

  
	
  Level 1  

  BBB+ and Baa1 or above

  	
   

  	
  0.650

  	
  %

  	
  1.650

  	
  %

  
	
  Level 2

  BBB and Baa2

  	
   

  	
  0.825

  	
  %

  	
  1.825

  	
  %

  
	
  Level 3  

  BBB- and Baa3

  	
   

  	
  1.050

  	
  %

  	
  2.050

  	
  %

  
	
  Level 4  

  BB+ and Ba1

  	
   

  	
  1.400

  	
  %

  	
  2.400

  	
  %

  



 

















 


	
  Level 5  

  BB or Ba2 or lower

  	
   

  	
  1.750

  	
  %

  	
  2.750

  	
  %

  



 


“Applicable Percentage” means, as of any date, a percentage per
annum determined by reference to the Public Debt Rating in effect on such date
as set forth below:


 


	
  Public Debt Rating 

  S&P/Moody’s

  	
   

  	
  Applicable

  Percentage

  	
   

  
	
  Level 1

  BBB+ and Baa1 or above

  	
   

  	
  0.150

  	
  %

  
	
  Level 2  

  BBB and Baa2

  	
   

  	
  0.175

  	
  %

  
	
  Level 3  

  BBB- and Baa3

  	
   

  	
  0.200

  	
  %

  
	
  Level 4  

  BB+ and Ba1

  	
   

  	
  0.350

  	
  %

  
	
  Level 5  

  BB or Ba2 or lower

  	
   

  	
  0.500

  	
  %

  



 


“Applicable Utilization Fee” means, as of any date that the sum
of the aggregate principal amount of outstanding Advances plus the aggregate
Available Amount of outstanding Letters of Credit equal or exceed 33% or equal
or exceed 66%, respectively, of the aggregate Revolving Credit Commitments, a
percentage per annum determined by reference to the Public Debt Rating in
effect on such date as set forth below:


 


	
  Public Debt Rating

  S&P/Moody’s

  	
   

  	
  Applicable

  Utilization Fee

  Usage > 33% but <66%

  	
   

  	
  Applicable

  Utilization Fee

  Usage > 66%

  	
   

  
	
  Level 1

  BBB+ and Baa1 or above

  	
   

  	
  0.250

  	
  %

  	
  0.500

  	
  %

  
	
  Level 2

  BBB and Baa2

  	
   

  	
  0.250

  	
  %

  	
  0.750

  	
  %

  
	
  Level 3

  BBB- and Baa3

  	
   

  	
  0.250

  	
  %

  	
  0.750

  	
  %

  
	
  Level 4

  BB+ and Ba1

  	
   

  	
  0.250

  	
  %

  	
  0.750

  	
  %

  
	
  Level 5

  BB or Ba2 or lower

  	
   

  	
  0.250

  	
  %

  	
  0.750

  	
  %

  



 


“Base Rate” means a fluctuating interest rate per annum in
effect from time to time, which rate per annum shall at all times be equal to
the highest of:


 


(a)                                  the rate of interest announced publicly by
Citibank in New York, New York, from time to time, as Citibank’s base
rate;


 


(b)                                 1/2 of one percent per annum above
the Federal Funds Rate; and


 


(c)                                  the rate equal to the Eurodollar Rate for an
Interest Period of one month for each day that a Base Rate Advance is
outstanding (and in respect of any day that is 


 


2

















 


not
a Business Day, the Eurodollar Rate as in effect on the immediately preceding
Business Day) plus 1.00%.


 


“Consolidated Interest Expense” for any period means total interest expense
(including amounts properly attributable to interest with respect to capital
leases in accordance with GAAP, amortization of debt discount and debt issuance
costs and other amounts recorded as interest expense in accordance with GAAP)
and losses on the sale of the undivided ownership interests in certain accounts
receivable and program fees incurred, paid or payable under a Permitted
Receivables Financing, in each case, of the Company and its Subsidiaries on a
Consolidated basis for such period.


 


“Consolidated Net Debt” means, at any time, Consolidated Debt less
unrestricted cash, cash equivalents and short-term investments of the Company
and its Domestic Subsidiaries as reflected on the Consolidated balance sheets
of the Company and such Subsidiaries to the extent that the aggregate of such
cash, cash equivalents and short-term investments exceeds $25,000,000.


 


“EBITDA” for any period means the Consolidated net
income (or loss) of the Company and its Subsidiaries for such period, adjusted
by adding thereto (or subtracting in the case of a gain) the following amounts
to the extent deducted or included, as applicable, and without duplication,
when calculating Consolidated net income (a) Consolidated Interest
Expense, (b) income taxes, (c) any extraordinary gains or losses, (d) gains
or losses from sales of assets (other than from sales of inventory in the
ordinary course of business), (e) all amortization of goodwill and other
intangibles, (f) depreciation, (g) all non-cash contributions or
accruals to or with respect to deferred profit sharing or compensation plans, (h) any
non-cash gains (or losses) resulting from the cumulative effect of changes in
accounting principles, (i) non-cash losses (or gains) that have not become
cash charges resulting from accounting adjustments to auction rate securities
in an amount not to exceed $44,700,000 in aggregate, (j) non-cash charges
resulting from accounting adjustments to goodwill, (k) restructuring
charges that neither the Company nor its Subsidiaries has paid in cash, and (l) cash
restructuring charges incurred beginning in 2008 in an aggregate amount of
$75,000,000; provided
that there shall be included in such determination for such period all such
amounts attributable to any Acquired Entity acquired during such period
pursuant to an Acquisition to the extent not subsequently sold or otherwise
disposed of during such period for the portion of such period prior to such
Acquisition; provided  further that any amounts added to Consolidated net
income pursuant to clauses (g), (i) or (k) above for any period
shall be deducted from Consolidated net income for the period, if ever, in
which such amounts are paid in cash by the Company or any of its Subsidiaries.


 


“Subsidiary Guaranty Release Date” means the first date on which
the Public Debt Rating is BBB or better from S&P and Baa2 or better from
Moody’s.


 


“Termination Date” means the earlier of (a) July 26,
2012, subject to the extension thereof pursuant to Section 2.20, (b) the
date of termination in whole of the Commitments pursuant to Section 2.06
or 6.01 or (c) as to any Lender who becomes a Defaulting Lender, the date
of termination of such Defaulting Lender’s Commitments pursuant to Section 2.21;
provided, however, that the Termination Date of any Lender that
is a Non-Consenting Lender to any requested extension pursuant to Section 2.20
shall be the Termination Date in effect immediately prior to the applicable
Extension Date for all purposes of this Agreement.


 


(b)                                 Section 1.01
is amended by adding in appropriate alphabetical order the following new
definitions:


 


3

















 


“Defaulting Lender” means any Lender that (a) has become
the subject of a bankruptcy or insolvency proceeding, (b) has had a
receiver or conservator appointed with respect to such Lender (or any parent
company of such Lender) at the direction or request of any regulatory agency or
authority (or similar regulatory action has been take with respect to such
Lender) or (c) has failed to fund any
portion of the Advances within three Business Days of the date required to be
funded by it hereunder, unless such failure is the subject of a good faith
dispute and such Lender has promptly notified the Company of the nature thereof
in reasonable detail.


 


“Subsidiary Guaranty Period” means any period from the date that
the Public Debt Ratings are BB+ or lower by S&P and Ba1 or lower by Moody’s
until earlier of (a) the Subsidiary Guaranty Release Date and (b) the
later of (i) the repayment in full of all Advances and the termination or
expiration of all Letters of Credit (or the provision of cash collateral or
other credit support therefor satisfactory to the applicable Issuing Banks
thereof) and (ii) the Termination Date.


 


(c)                                  The
definition of “Public Debt Rating in Section 1.01 is amended by deleting
from clause (b) the phrase “set in accordance with Level 8” and
substituting therefor the phrase “set in accordance with Level 5”.


 


(d)                                 Section 2.19(a)(i) is
amended deleting the figure “$500,000,000” and replacing it with the figure “$750,000,000”.


 


(e)                                  A new Section 2.21
is added to read as follows:


 


SECTION 2.21. 
Defaulting Lenders.  The
Company shall have the right, at any time, upon at least ten Business Days’
notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole
such Lender’s Commitments.  Such termination
shall be effective, (x) with respect to such Lender’s Unused Commitment,
on the date set forth in such notice, provided, however, that
such date shall be no earlier than ten Business Days after receipt of such
notice and (y) with respect to each Advance outstanding to such Lender, in
the case of Base Rate Advances, on the date set forth in such notice and, in
the case of Eurocurrency Rate Advances, on the last day of the then current
Interest Period relating to such Advance. 
Upon termination of a Lender’s Commitments under this Section 2.21,
the Borrowers will pay or cause to be paid all principal of, and interest
accrued to the date of such payment on, Advances owing to such Lender and pay
any accrued facility fees or Letter of Credit fees payable to such Lender
pursuant to the provisions of Section 2.05, and all other amounts payable
to such Lender hereunder (including, but not limited to, any increased costs or
other amounts owing under Section 2.12 and any indemnification for Taxes
under Section 2.15); and, if such Lender is an Issuing Bank, shall pay to
the Agent for deposit in the L/C Cash Deposit Account an amount equal to the
Available Amount of all Letters of Credit issued by such Issuing Bank, and upon
such payments, the obligations of such Lender hereunder shall, by the
provisions hereof, be released and discharged; provided, however,
that such Lender’s rights under Sections 2.12, 2.15 and 9.04, and, in the case
of an Issuing Bank, Sections 2.05(b) and 6.02, and its obligations under Section 8.05
shall survive such release and discharge as to matters occurring prior to such
date.  Subject to Section 2.19, the
aggregate amount of the Commitments of the Lenders once reduced pursuant to
this Section 2.21 may not be reinstated.


 


(f)                                    Section 5.01(h) is
amended (i) by deleting the phrase “Until the Subsidiary Guaranty Release
Date” and substituting therefor the phrase “During the Subsidiary Guaranty 


 


4

















 


Period
and until the Subsidiary Guaranty Release Date” and (ii) by deleting the
phrase “in each case by executing a Subsidiary Guaranty” and substituting
therefor the phrase “and (iii) immediately upon the onset of the
Subsidiary Guaranty Period, cause each Subsidiary that is both a Domestic
Subsidiary and a Material Subsidiary to become a Subsidiary Guarantor
hereunder, in each case by executing a Subsidiary Guaranty”.


 


SECTION 2.                                Conditions of Effectiveness.  This
Amendment shall become effective as of the date first above written when, and
only when, the Agent shall have received counterparts of this Amendment
executed by the Borrowers and the Required Lenders and the Borrowers shall have
paid to the Agent, for the account of each Lender (other than a Defaulting
Lender) that executes this Amendment (a) on or prior to December 5,
2008, an amendment fee equal to 0.15% of such Lender’s Revolving Credit
Commitment or, (b) after December 5, 2008 and on or prior to December 12,
2008, an amendment fee equal to 0.10% of such Lender’s Revolving Credit
Commitment.  This Amendment is subject to
the provisions of Section 9.01 of the Credit Agreement.


 


SECTION 3.                                Representations and Warranties of the
Borrowers.  Each Borrower represents and warrants as
follows:


 


(a)                                  Each
of the Company and its Material Subsidiaries (i) is duly organized,
validly existing and, if applicable, in good standing, under the laws of the
jurisdiction of its incorporation or organization, (ii) has the corporate
or comparable power and authority to own its property and assets and to
transact the business in which it is engaged and presently proposes to engage
and (iii) is duly qualified as a foreign corporation and, if applicable,
in good standing in each jurisdiction where the ownership, leasing or operation
of property or the conduct of its business requires such qualification, except
where the failure to be so qualified would not reasonably be expected to have a
Material Adverse Effect.


 


(b)                                 Each
Borrower has the corporate or comparable power and authority to execute,
deliver and perform the terms and provisions of this Amendment and each of the
Loan Documents to which it is a party and has taken all necessary corporate or
comparable action to authorize the execution, delivery and performance by it of
this Amendment and each of such Loan Documents, as amended hereby.  Each Borrower and each Subsidiary Guarantor
has duly executed and delivered this Amendment and each of the Loan Documents
to which it is a party, and this Amendment and each of such Loan Documents, as
amended hereby, constitutes its legal, valid and binding obligation enforceable
in accordance with its terms, except to the extent that the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws generally affecting creditors’ rights and by
equitable principles (regardless of whether enforcement is sought in equity or
at law).


 


(c)                                  Neither
the execution, delivery or performance by any Borrower of this Amendment or the
Loan Documents, as amended hereby, to which it is a party, nor compliance by it
with the terms and provisions thereof, (i) contravenes any provision of
any law, statute, rule or regulation or any material order, writ,
injunction or decree of any court or governmental instrumentality, (ii) conflicts
or is inconsistent with or results in any breach of any of the terms,
covenants, conditions or provisions of, or constitutes a default under, or
results in the creation or imposition of (or the obligation to create or
impose) any Lien upon any of the property or assets of the Company or any of
its Material Subsidiaries pursuant to the terms of any material indenture,
mortgage, deed of trust, credit agreement, loan agreement or any other material
agreement, contract or instrument to which the Company or any of its Material
Subsidiaries is a party or by which it or any of its property or assets are
bound or to which it may be subject or 


 


5

















 


(iii) violates
any provision of the certificate of incorporation or by-laws (or the equivalent
documents) of the Company or any of its Material Subsidiaries.


 


(d)                                 No
order, consent, approval, license, authorization or validation of, or filing,
recording or registration with (except as have been obtained or made and which
remain in full force and effect), or exemption by, any governmental or public
body or authority, or any subdivision thereof, is required to be obtained by
the Company or any Borrower to authorize, or is required for, (i) the
execution, delivery and performance of this Amendment or any Loan Document, as
amended hereby, or (ii) the legality, validity, binding effect or
enforceability of this Amendment or any Loan Document, as amended hereby.


 


(e)                                  Except
as disclosed in the Company’s filings with the Securities and Exchange
Commission prior to the date hereof, there are no actions, suits or proceedings
pending or, to the knowledge of any Borrower, threatened against the Company or
any Material Subsidiary in which there is a reasonable possibility of an
adverse decision (i) which in any manner draws into question the validity
or enforceability of this Amendment or any Loan Document, as amended hereby, or
(ii) that would reasonably be expected to have a Material Adverse Effect.


 


SECTION 4.                                Reference to and Effect on the Loan Documents.  (a) 
On and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.


 


(b)                                 The
Credit Agreement, the Notes and each of the other Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.


 


(c)                                  The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Agent under any of the Loan Documents, nor constitute a
waiver of any provision of any of the Loan Documents.


 


SECTION 5.                                Costs and Expenses  The
Company agrees to pay on demand all reasonable costs and expenses of the Agent
in connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other instruments and
documents to be delivered hereunder (including, without limitation, the
reasonable fees and expenses of counsel for the Agent) in accordance with the
terms of Section 9.04 of the Credit Agreement.


 


SECTION 6.                                Execution in Counterparts.  This
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
but one and the same agreement.  Delivery
of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.


 


6
















 


SECTION 7.                                Governing Law.  This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York.


 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


 


	
   

  	
  SEALED
  AIR CORPORATION

  
	
   

  	
   

  
	
   

  	
  By
  

  	
  /s/
  David H. Kelsey

  
	
   

  	
   

  	
   Name: David H. Kelsey

  
	
   

  	
   

  	
   Title: Sr. Vice President & Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  SEALED
  AIR CORPORATION (US)

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  David H. Kelsey

  
	
   

  	
   

  	
   Name: David H. Kelsey

  
	
   

  	
   

  	
   Title: Vice President & Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  CRYOVAC,
  INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  David H. Kelsey

  
	
   

  	
   

  	
   Name: David H. Kelsey

  
	
   

  	
   

  	
   Title: Vice President & Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  SEALED
  AIR LUXEMBOURG S.C.A.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  David H. Kelsey

  
	
   

  	
   

  	
   Name: David H. Kelsey

  
	
   

  	
   

  	
   Title: Director of Sealed Air Spain
  (Holdings) S.L.,

  
	
   

  	
   

  	
    a manager of Sealed Air Luxembourg S.C.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITICORP USA, INC., as
  Agent and as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George F. Van

  
	
   

  	
  Name: George F. Van

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeff Hallmark

  
	
   

  	
  Name: Jeff Hallmark

  
	
   

  	
  Title: Senior Vice
  President

  



 


7

















 


	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Pace

  
	
   

  	
  Name: Richard Pace

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nanette Baudon

  
	
   

  	
  Name: Nanette Baudon

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  ABN AMRO BANK N.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Carrington

  
	
   

  	
  Name: David Carrington

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tim Khisameyev

  
	
   

  	
  Name: Tim Khisameyev

  
	
   

  	
  Title: Associate

  
	
   

  	
   

  
	
   

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rod Hurst

  
	
   

  	
  Name: Rod Hurst

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Yuri Muzichenko

  
	
   

  	
  Name:
  Yuri Muzichenko

  
	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
  BANK OF TOKYO-MITSUBISHI UFJ TRUST 

  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth Egusa

  
	
   

  	
  Name: Kenneth Egusa

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  MORGAN STANLEY BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Melissa James

  
	
   

  	
  Name: Melissa James

  
	
   

  	
  Title: Authorized
  Signatory

  



 


8

















 


	
   

  	
  COOPERATIEVE CENTRALE RAIFFEISEN-

  
	
   

  	
  BOERENLEENBANK B.A.,

  
	
   

  	
  “RABOBANK INTERNATIONAL”,

  
	
   

  	
  NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard J. Beard

  
	
   

  	
  Name: Richard J. Beard

  
	
   

  	
  Title: Executive Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Morrow

  
	
   

  	
  Name: Rebecca Morrow

  
	
   

  	
  Title: Executive Director

  
	
   

  	
   

  
	
   

  	
  MIZUHO CORPORATE BANK, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond Ventura

  
	
   

  	
  Name: Raymond Ventura

  
	
   

  	
  Title: Deputy General
  Manager

  
	
   

  	
   

  
	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Matthew Rowand

  
	
   

  	
  Name: J. Matthew Rowand

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  THE ROYAL BANK OF SCOTLAND PLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Grover A. Fitch

  
	
   

  	
  Name: Grover A. Fitch

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS BRANCH

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karl Studer

  
	
   

  	
  Name: Karl Studer

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jay Chall

  
	
   

  	
  Name:
  Jay Chall

  
	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
  BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Krister Holm

  
	
   

  	
  Name: Krister Holm

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Miguel Lara

  
	
   

  	
  Name: Miguel Lara

  
	
   

  	
  Title: Managing Director

  



 


9

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter S. Predun

  
	
   

  	
  Name: Peter S. Predun

  
	
   

  	
  Title: Executive Director

  
	
   

  	
   

  
	
   

  	
  INTESA SANPAOLO S.P.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lora Sacchi

  
	
   

  	
  Name: Lora Sacchi

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Francesco Di Mario

  
	
   

  	
  Name: Francesco Di Mario

  
	
   

  	
  Title: FVP, Credit Manager

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH BANK USA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Louis Alder

  
	
   

  	
  Name: Louis Alder

  
	
   

  	
  Title: First Vice President

  
	
   

  	
   

  
	
   

  	
  LEHMAN COMMERCIAL PAPER INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ALLIED IRISH BANK P.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian Campion

  
	
   

  	
  Name: Ian Campion

  
	
   

  	
  Title: Relationship
  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Kearns

  
	
   

  	
  Name: David Kearns

  
	
   

  	
  Title:

  



 


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