COMPUTER SCIENCES CORPORATION Second Amendment to Second Amended and Restated Credit Agreement (Short Term Facility) dated as of August 15, 2003 among Computer Sciences Corporation, as Borrower, the Lenders listed therein, as Lenders, and Citicorp...
EXHIBIT 10.28
COMPUTER SCIENCES CORPORATION
Second Amendment to Second Amended
and Restated Credit Agreement
(Short Term Facility)
dated as of August 15, 2003
among
Computer Sciences Corporation,
as Borrower,
the Lenders listed therein,
as Lenders,
and
Citicorp USA, Inc.,
as Administrative Agent
Co-Syndication Agents:
JPMorgan Chase Bank
Key Corporate Capital, Inc.
Co-Documentation Agents:
Mellon Bank, N.A.
Wachovia Bank, N.A.
SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT (Short Term Facility)
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This SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Short Term Facility) (this "Amendment") is dated as of August 15, 2003 and entered into by and among Computer Sciences Corporation, a Nevada corporation (the "Company"), as Borrower, the financial institutions (the "Lenders") listed on the signature pages hereof, and Citicorp USA, Inc. ("CUSA"), as administrative agent (the "Agent") for the Lenders, and is made with reference to that certain Second Amended and Restated Credit Agreement (Short Term Facility) dated as of August 16, 2001 (as amended by a First Amendment dated as of August 16, 2002 the "Existing Credit Agreement"), by and among the Company, the lenders listed on the signature pages thereof, and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Existing Credit Agreement. |
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RECITALS |
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WHEREAS, the Company, the Agent and the Lenders desire to amend the Existing Credit Agreement (a) to extend the Commitment Termination Date, as previously extended to August 15, 2003, for an additional period terminating on August 13, 2004 (b) to amend Section 2.19 as provided below, and (c) to modify certain other provisions. |
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NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: |
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Section 1. AMENDMENTS TO THE EXISTING CREDIT AGREEMENT |
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1.1 Amendments to Article I: Definitions and Accounting Terms |
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A. Section 1.01 of the Existing Credit Agreement is hereby amended by deleting, in the definition of "Commitment Termination Date," the date "August 15, 2003" and substituting in lieu thereof the date "August 13, 2004." |
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1.2 Amendment to Article II: Amounts and Terms of the Advances |
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A. Section 2.04(a) of the Existing Credit Agreement is hereby amended by deleting the first sentence in its entirety and inserting the following in lieu thereof: |
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"The Borrower agrees to pay to the Agent for the account of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any B Reduction, from the date hereof in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender or, if the Term Loans are made, the date on which the |
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Term Loans are paid in full, payable in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 2001, and on the Termination Date of such Lender and, if the Term Loans are made, the date on which the Term Loans are paid in full, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (whether used or unused and without giving effect to any B Reduction) in effect, or if the Term Loans are made, the average daily principal amount of such Lender's Term Loan, during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.05% per annum with respect to each day during such period that the higher of the Ratings was ▇▇▇▇▇ ▇, (▇) a rate of 0.08% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.10% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and (d) a rate of 0.125% per annum with respect to each day during such period that the higher of such Ratings was ▇▇▇▇▇ ▇." |
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B. Section 2.19(a) of the Existing Credit Agreement is hereby amended by adding the following clause at the beginning thereof: |
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"So long as no Event of Default or Potential Event of Default has occurred and is continuing and there has been no material adverse change in the business, condition (financial or otherwise), operations or properties of the Borrower and its Subsidiaries, taken as a whole, since March 28, 2003," |
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1.3 Amendment to Article IV: Representations and Warranties of the Borrower |
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A. Section 4.01(e) of the Existing Credit Agreement is hereby amended by deleting the date "March 30, 2001" in the second and last lines and substituting in lieu thereof the date "March 28, 2003." |
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1.4 Amendments to Schedules |
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A. Schedule I to the Existing Credit Agreement is hereby amended by deleting said Schedule I in its entirety and substituting in place thereof a new Schedule I in the form of Annex I to this Amendment. |
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B. Schedule III to the Existing Credit Agreement is hereby amended by deleting said Schedule III in its entirety and substituting in place thereof a new Schedule III in the form of Annex II to this Amendment. |
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Section 2. CONDITIONS TO EFFECTIVENESS |
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This Amendment shall become effective upon receipt by the Agent of all of the following , in form and substance satisfactory to the Agent and the Lenders (the date of satisfaction of such condition being referred to herein as the "Second Amendment Effective Date"): |
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A. Documents. On or before the Second Amendment Effective Date, Company shall deliver to the Lenders (or to Agent for the Lenders with sufficient originally executed copies, |
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where appropriate, for each Lender and its counsel a certificate of a Secretary or an Assistant Secretary of the Company, dated the Second Amendment Effective Date, certifying (a) the correctness and completeness of the copies of the Company's Certificate of Incorporation and Bylaws previously delivered to the Agent, (b) the names and true signatures of the officers of the Company authorized to sign this Amendment and the other documents to be delivered by the Company hereunder, and (c) the correctness and completeness of the copies of the resolutions of the Board of Directors of the Company previously delivered to the Agent. |
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B. Execution of Amendment. This Amendment executed by each party hereto. |
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C. Legal Opinion. A favorable opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., General Counsel of the Company, substantially in the form of Exhibit 1 hereto. |
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D. Absence of Indebtedness; Payment of Fees. Evidence satisfactory to the Agent of (i) the absence of any indebtedness of the Company under the Existing Credit Agreement (including borrowings and accrued interest) and (ii) the payment of fees payable, if any, by the Company under the Existing Credit Agreement. |
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Section 3. THE COMPANY'S REPRESENTATIONS AND WARRANTIES |
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In order to induce the Agent and the Lenders to enter into this Amendment and to amend the Existing Credit Agreement as described herein, the Company represents and warrants to the Agent and each Lender that the following statements are true, correct and complete on and as of the Second Amendment Effective Date: |
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A. Due Authorization, etc. The execution, delivery and performance by the Company of this Amendment and the Existing Agreement, as amended by this Amendment (the "Amended Agreement"), are within the Company's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Company's certificate of incorporation or bylaws or (ii) law or any material contractual restriction binding on or affecting the Company. |
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B. Governmental Consent. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Company of this Amendment or the Amended Agreement. |
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C. Validity. This Amendment has been duly executed and delivered by the Company, and each of this Amendment and the Amended Agreement is the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, arrangement, moratorium and other similar laws affecting creditors' rights generally and to the application of general principles of equity. |
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D. Incorporation of Representations and Warranties From the Existing Credit Agreement. The representations and warranties contained in Section 4.01 of the Existing Credit Agreement are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, |
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except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. |
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E. Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default. |
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Section 4. MISCELLANEOUS |
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A. Effect of this Amendment. The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Agent or any Lender under, the Amended Agreement. |
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B. Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. |
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C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. |
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D. Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment (other than Section 1 hereof, the effectiveness of which is governed by Section 2 hereof) shall become effective upon the execution of a counterpart hereof by the Company, the Lenders, and the Agent and receipt by the Agent of written or telephonic notification of such execution and authorization of delivery thereof. |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
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COMPUTER SCIENCES CORPORATION, a Nevada corporation |
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By /s/ ▇▇▇▇ ▇. Level |
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Name: ▇▇▇▇ ▇. Level |
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Title: Vice President and Chief Financial Officer |
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CITICORP USA, INC., as Agent and as a Lender |
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By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Vice President |
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JPMORGAN CHASE BANK, as a Lender |
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By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: Vice President |
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KEY CORPORATE CAPITAL, INC., as a Lender |
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By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Title: Vice President |
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MELLON BANK N.A., as a Lender |
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By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
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Title: First Vice President |
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WACHOVIA BANK, NATIONAL ASSOC., as a Lender |
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By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: Managing Director |
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THE BANK OF NEW YORK, as a Lender |
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By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: Managing Director |
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DANSKE BANK A/S, as a Lender |
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By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ |
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Title: Vice President |
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By /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇. ▇'▇▇▇▇▇ |
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Title: Assistant General Manager |
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▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, as a Lender |
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By /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ |
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Title: Director, Technology Group |
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U.S. BANK NATIONAL ASSOCIATION, |
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By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
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Title: Vice President |
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▇▇▇▇▇ FARGO BANK, N.A., as a Lender |
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By /s/ Peitty Chou |
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Name: Peitty Chou |
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Title: Vice President |
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BANK OF TOKYO-MITSUBISHI, LTD. |
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By /s/ Junji Ban |
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Name: Junji Ban |
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Title: General Manager |
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▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ plc, |
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By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: Senior Vice President |
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STANDARD CHARTERED BANK, as a Lender |
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By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: Vice President |
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By /s/ ▇▇▇▇▇▇ ▇. ▇▇ |
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Name: ▇▇▇▇▇▇ ▇. ▇▇ |
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Title: Vice President |
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SUMITOMO MITSUI BANKING CORPORATION, as a Lender |
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By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Joint General Manager |
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The undersigned hereby agrees to be a party to the Second Amended and Restated Credit Agreement dated as of August 16, 2001, as amended by a First Amendment dated as of August 16, 2002 and this Amendment.
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DEUTSCHE BANK A/G NEW YORK BRANCH, as a Lender |
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By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. |
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. |
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Title: Vice President |
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By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Title: Director |
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The undersigned hereby agrees to be a party to the Second Amended and Restated Credit Agreement dated as of August 16, 2001, as amended by a First Amendment dated as of August 16, 2002 and this Amendment.
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FLEET NATIONAL BANK, as a Lender |
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By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Title: Managing Director |
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The undersigned hereby agrees to be a party to the Second Amended and Restated Credit Agreement dated as of August 16, 2001, as amended by a First Amendment dated as of August 16, 2002 and this Amendment.
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UBS AG, CAYMAN ISLANDS BRANCH, |
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By /s/ ▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇ |
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Title: Director |
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By /s/ ▇▇▇▇▇▇▇ ▇. Saint |
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Name: ▇▇▇▇▇▇▇ ▇. Saint |
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Title: Associate Director |
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Banking Products Services US |
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ANNEX I
SCHEDULE I
APPLICABLE LENDING OFFICES
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Bank |
Domestic Lending Office |
Eurodollar Lending Office |
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Citicorp USA, Inc. |
Citicorp USA, Inc. |
Citicorp USA, Inc. |
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JPMorgan Chase Bank |
JPMorgan Chase Bank |
JPMorgan ▇▇▇▇▇ ▇▇▇▇ |
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Mellon Bank, ▇.▇. |
▇▇▇▇▇▇ Bank, N.A. |
Mellon Bank, N.A. |
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The Bank of New York |
The Bank of New York |
The Bank of New York |
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Danske Bank A/S, Cayman Islands Branch |
Danske Bank, Cayman Islands Branch |
Danske Bank, Cayman Islands Branch |
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Deutsche Bank AG |
Deutsche Bank AG |
Deutsche Bank AG |
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Fleet National Bank |
Fleet National Bank |
Fleet National Bank |
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Key Corporate Capital, Inc. |
Key Corporate Capital, Inc. |
Key Corporate Capital, Inc. |
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The Bank of Nova Scotia |
The Bank of Nova Scotia |
The Bank of Nova Scotia |
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UBS AG |
UBS AG |
UBS AG |
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U.S. Bank, ▇.▇. |
▇.▇. Bank National Association |
U.S. Bank National Association |
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Wachovia Bank, N.A. |
Wachovia Bank, N.A. |
Wachovia Bank, N.A. |
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▇▇▇▇▇ Fargo Bank |
▇▇▇▇▇ Fargo Bank |
▇▇▇▇▇ Fargo Bank |
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The Royal Bank of Scotland Plc |
The Royal Bank of Scotland Plc |
The Royal Bank of Scotland Plc |
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The Bank of Tokyo-Mitsubishi, Ltd. |
The Bank of Tokyo-Mitsubishi, Ltd. Portland Branch |
The Bank of Tokyo-Mitsubishi, Ltd. Portland Branch |
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Standard Chartered Bank |
Standard Chartered Bank |
Standard Chartered Bank |
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Sumitomo Mitsui Banking Corporation |
Sumitomo Mitsui Banking Corporation |
Sumitomo Mitsui Banking Corporation |
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ANNEX II
SCHEDULE III
LENDER'S COMMITMENTS
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Lender |
Commitment |
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Citicorp USA, Inc. |
$34,000,000 |
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JPMorgan Chase Bank |
$25,000,000 |
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Key Corporate Capital, Inc. |
$25,000,000 |
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Mellon Bank, N.A. |
$25,000,000 |
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Wachovia Bank, N.A. |
$25,000,000 |
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The Bank of New York |
$20,000,000 |
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Danske Bank A/S, Cayman Islands Branch |
$20,000,000 |
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The Bank of Nova Scotia |
$20,000,000 |
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U.S. Bank, N.A. |
$20,000,000 |
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▇▇▇▇▇ Fargo Bank, N.A. |
$20,000,000 |
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Deutsche Bank Trust Company Americas |
$20,000,000 |
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Fleet National Bank |
$20,000,000 |
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UBS Warburg |
$20,000,000 |
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The Bank of Tokyo-Mitsubishi, Ltd. |
$15,000,000 |
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The Royal Bank of Scotland Plc |
$15,000,000 |
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Standard Chartered Bank |
$15,000,000 |
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Sumitomo Mitsui Banking Corporation |
$15,000,000 |
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Total Commitments: |
$354,000,000 |
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