EXHIBIT 10
EXECUTION COPY
U.S. $450,000,000
THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED REVOLVING LOAN AGREEMENT
among
HEALTH AND RETIREMENT PROPERTIES TRUST,
as Borrower,
THE LENDERS NAMED HEREIN,
DRESDNER KLEINWORT ▇▇▇▇▇▇ NORTH AMERICA LLC,
as Agent,
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent,
FLEET NATIONAL BANK,
as Co-Agent
Dated as of July 30, 1997
HEALTH AND RETIREMENT PROPERTIES TRUST
THIRD AMENDMENT TO
THIRD AMENDED AND RESTATED REVOLVING LOAN AGREEMENT
DATED AS OF JULY 30, 1997
This THIRD AMENDMENT (this "Amendment") is dated as of July 30, 1997
among HEALTH AND RETIREMENT PROPERTIES TRUST, a real estate investment trust
formed under the laws of the State of Maryland ("Borrower"), the several lenders
listed on the signature pages hereof (the "Lenders"), DRESDNER KLEINWORT ▇▇▇▇▇▇
NORTH AMERICA LLC (as successor to Kleinwort ▇▇▇▇▇▇ Limited), a limited
liability company organized under the laws of Delaware, as agent for itself and
the other Lenders (in such capacity, together with any successor in such
capacity in accordance with the terms of the Loan Agreement, as defined below,
"Agent"), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a bank organized under the
laws of the United States of America, as administrative agent (in such capacity,
together with any successor in such capacity in accordance with the terms of the
Loan Agreement, "Administrative Agent"), and FLEET NATIONAL BANK (as successor
to Fleet Bank of Massachusetts) a bank organized under the laws of the United
States of America, as co- agent (in such capacity, Co-Agent"), and is made with
reference to the Third Amended and Restated Revolving Loan Agreement dated as of
March 15, 1996, as amended by a first Amendment dated as of December 15, 1996
and a Second Amendment and Waiver dated as of March 19, 1997 (as amended to date
and from time to time hereafter, the "Loan Agreement") among Borrower, the
Lenders, Agent, Administrative Agent and Co-Agent and, in connection with
Section 9 of the Loan Agreement and the guaranties given therein, HEALTH AND
RETIREMENT PROPERTIES INTERNATIONAL, INC., a Delaware corporation and a direct
wholly-owned Subsidiary of Borrower ("Retirement Properties"), CAUSEWAY HOLDINGS
INC., a Massachusetts corporation and a direct wholly-owned Subsidiary of
Borrower ("Causeway"), SJO CORPORATION, a Massachusetts corporation and a direct
wholly-owned Subsidiary of Borrower ("SJO"), HUB PROPERTIES TRUST, HUB
ACQUISITION TRUST, and HUB LA PROPERTIES TRUST, each a Maryland real estate
investment trust and each a direct wholly-owned Subsidiary of Borrower (the
"Trust Subsidiaries"), HUB REALTY FUNDING, INC., HUB MANAGEMENT, INC., HUB
REALTY COLLEGE PARK, INC., HUB REALTY I, INC., HUB REALTY IV., INC. and HUB
REALTY GOLDEN, INC., each a Delaware corporation and a wholly-owned Subsidiary
of Borrower (the "Delaware Subsidiaries"), and HUB REALTY COLLEGE PARK I, LLC, a
Maryland limited liability company and a wholly-owned Subsidiary of Borrower
(the "LLC"). Capitalized terms used herein without definition shall have the
same meanings herein as set forth in the Loan Agreement.
WHEREAS, Borrower has advised Lenders that it wishes to amend certain
terms of the Loan Agreement;
WHEREAS, subject to the terms set forth herein, Lenders have agreed to
amend the Loan Agreement.
NOW THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
1. Amendments to Loan Agreement.
(a) The first paragraph of the Loan Agreement is hereby amended by the
addition of the words "or Section 2.1(c)" immediately following the words
"additional lender or lenders pursuant to Section 10.4" thereof.
(b) Section 2.1(b) of the Loan agreement is hereby amended by adding
the following provisos at the end thereof:
"; provided further that the Commitments may be increased up
to an aggregate amount not to exceed $450,000,000 pursuant to
this Section 2.1; and provided further that the Agent, during
the process of increasing the aggregate amount of the
Commitments from $250,000,000 to up to $450,000,000, may one
time only accept a non pro rata reduction in the Commitment of
any one or more Lenders and may reallocate an equivalent
amount among additional lenders or existing Lenders, but in no
event may the aggregate amount of the Commitments be reduced
below $250,000,000 or increased above $450,000,000 thereby,
and the effective date of such non pro rata reduction and
reallocation will be the date agreed upon by the additional
lenders or the existing Lenders whose Commitments are reduced
or increased in connection therewith, and the Agent shall
notify the Lenders and additional lenders of the reallocation
in writing for information purposes only."
(c) Section 2.1 is hereby amended by inserting therein after Section
2.1(b) the following new section:
"(c) The foregoing notwithstanding, if at any time an
additional lender satisfactory to Borrower and Agent shall
execute and deliver to Borrower
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and Agent on behalf of the parties hereto counterparts
substantially in the form of this Agreement, with the amount
of such additional lender's Commitment hereunder typed
immediately below its signature on such counterpart, upon
notification of such execution and delivery by Agent to the
other parties hereto, such additional lender shall become a
Lender and its Commitment shall be added to the aggregate
Commitments for all purposes hereunder; and if an existing
Lender shall notify Borrower and Agent of its agreement to
increase its Commitment above its original Commitment and such
agreement is accepted by Borrower and Agent, then upon
notification thereof by Agent to the other parties hereto (or,
if later, upon the effective date for such increase stated in
such notification), such existing Lender's Commitment shall be
increased as set forth in such notification; provided that no
such additional lender shall become a Lender (and no such
increase shall become effective) without the consent of
Borrower and all Lenders if such additional lender's
Commitment (or such increase) would make the aggregate
Commitments exceed $450,000,000. The other terms of this
Agreement notwithstanding, such additional lender or Lender
increasing its Commitment shall, on the first day thereafter
which is the last day of an Interest Period (or on such day if
such day is the last day of an Interest Period), pay to
Administrative Agent (i) its Pro Rata Share of the Loans then
outstanding (if any) or, if less, the amount by which such Pro
Rata Share exceeds its outstandings hereunder (if any), for
distribution to the other Lenders that have funded such Loans,
in accordance with their respective Commitments, and all
rights of such other Lenders with respect to the Pro Rata
Share being assumed by such additional lender or the increased
portion thereof of an existing Lender shall be deemed assigned
(without any further action or authorization being required)
to such additional lender or increasing Lender without
recourse, representation or warranty, and each Lender's share
of the outstanding Loans shall be adjusted accordingly; and
(ii) any other amounts due from it on such date as a Lender
hereunder."
(d) Section 2.1(c) and (d) are hereby renumbered as Sections 2.1(d) and
(e), respectively.
(e) Section 8.1(a) is hereby amended by replacing the word "Co-Agent"
therein with the words "each Co-Agent".
(f) Section 8.1 is hereby amended by inserting therein after Section
8.1(m) the following new section:
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"(n) The Agent may from time to time at its discretion
nominate one or more Lenders as Co-Agent, taking into
consideration the magnitude of the Commitment offered or
undertaken by such Lender."
(g) In accordance with Section 8.1(j), ▇▇▇▇▇ Fargo Bank, National
Association hereby resigns as Administrative Agent. Pursuant to Section 8.1(j),
the Majority Lenders hereby appoint Fleet National Bank as Administrative Agent
(upon which appointment Fleet National Bank will cease to be Co-Agent).
(h) Schedule 1 (Lenders' Commitments) is hereby amended by replacing
the same with Schedule 1 hereto.
2. Conditions to Effectiveness.
Section 1 of this Amendment shall become effective immediately upon the
prior or concurrent satisfaction of the conditions that Borrower shall (i)
deliver to Agent for Lenders (with sufficient originally executed copies for
each Lender) executed copies of this Amendment, executed by Borrower, Retirement
Properties, Causeway, SJO, the Trust Subsidiaries, the Delaware Subsidiaries and
the LLC, Agent, Co-Agent and the Majority Lenders and (ii) deliver to Agent
(with sufficient counterparts for each Lender) a favorable opinion of ▇▇▇▇▇▇▇▇ &
Worcester, as counsel to Borrower and its Subsidiaries, addressed to Agent and
the Lenders and dated the effective date of this Amendment, and in form and
substance satisfactory to Agent.
3. Representations and Warranties.
In order to induce Lenders and Agent to enter into this Amendment and
to amend the Loan Agreement in the manner provided herein, Borrower represents
and warrants to each Lender and Agent that the following statements are true,
correct and complete:
(a) Borrower has the power and authority to enter into this Amendment
and to carry out the transactions contemplated by, and perform its obligations
under, the Loan Agreement (as amended by this Amendment the "Amended
Agreement").
(b) The execution and delivery of this Amendment and the performance of
the Amended Agreement have been authorized by all necessary action on the part
of the Borrower.
(c) The execution and delivery by Borrower of this Amendment and the
performance by Borrower of the Amended Agreement and the use of proceeds
thereunder (i) do not violate any Requirement of Law or Contractual Obligation
of Borrower, (ii) will not result in, or require, the creation of imposition of
any Lien on any of its properties or revenues pursuant to
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any Requirement of Law or Contractual Obligation of Borrower and (iii) do not
require the consent of any third party.
(d) This Amendment and the Amended Agreement have been duly executed
and delivered by Borrower and are the legally valid and binding obligations of
Borrower, enforceable against Borrower in accordance with their respective
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally.
(e) The representations and warranties contained in Section 3 of the
Loan Agreement are and will be true, correct and complete in all material
respects on and as of the effective date described in Section 2 to the same
extent as though made on and as of that date, 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.
(f) After giving effect to this Amendment, no event has occurred and is
continuing or will result from the consummation of the transactions described in
or otherwise contemplated by this Amendment that would constitute a Default or
an Event of Default.
(g) The Declaration of Trust, By-Laws and other organizational
documents of Borrower have not been amended since May 14, 1997, and the copies
thereof delivered to Lenders under the Loan Agreement are true, correct and
complete copies thereof as in effect on the effective date described in Section
2.
4. Guarantors' Acknowledgement and Consent.
Each of Retirement Properties, Causeway, SJO, the Trust Subsidiaries,
the Delaware Subsidiaries and the LLC (each a "Subsidiary Guarantor") has
guarantied the obligations of Borrower under Section 9 of the Loan Agreement.
Each Subsidiary Guarantor hereby acknowledges that it has reviewed the
terms and provisions of the Loan Agreement and this Amendment and consents to
the amendment of the provisions of the Agreement effected pursuant to this
Amendment. Each Subsidiary Guarantor hereby confirms that its guaranty under the
Loan Agreement will continue to guaranty to the fullest extent possible the
payment and performance of all obligations of Borrower now or hereafter existing
under or in respect of the Amended Agreement and the Notes defined therein. Each
Subsidiary Guarantor acknowledges and agrees that Section 9 of the Loan
Agreement shall continue in full force and effect and that all of its
obligations thereunder shall be valid and enforceable and shall not be impaired
or limited by the execution or effectiveness of this Amendment.
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Each Subsidiary Guarantor acknowledges and agrees that (a)
notwithstanding the conditions to effectiveness set forth in this Amendment,
such Subsidiary Guarantor is not required by the terms of the Loan Agreement to
consent to the amendments to the Loan Agreement effected pursuant to this
Amendment and (b) nothing in the Loan Agreement or this Amendment shall be
deemed to require the consent of such Subsidiary Guarantor to any future
amendments or waivers to the Loan Agreement.
5. Reference to and Effect on the Loan Agreement and Other Loan
Documents. Except as specifically amended hereby, the Loan Agreement and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.
6. Fees and Expenses. Borrower agrees to pay to Agent on demand all
reasonable costs, fees and expenses incurred by Agent (including, without
llimitation, legal fees and expenses) with respect to this Amendment and the
documents and transactions contemplated hereby.
7. 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 and delivered shall be deemed an
original, but all such counterparts taken together shall constitute but one and
the same instrument.
8. Headings. Section 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.
9. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
10. Limitation of Amendment. Without limiting the generality of the
provisions of Section 10.4 of the Loan Agreement, the amendments set forth above
shall be limited precisely as written, and nothing in this Amendment shall be
deemed to prejudice any right or remedy that any Lender may now have (except to
the extent such right or remedy was based upon existing defaults that will not
exist after giving effect to this Amendment) or may have in the future under or
in connection with the Loan Agreement or any other instrument or agreement
referred to therein.
11. Acknowledgment. Borrower acknowledges that there are no existing
claims, defenses, personal or otherwise, or rights of set off whatsoever with
respect to the Amended Agreement or any of the other Loan Documents.
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12. NONLIABILITY OF TRUSTEES.
(a) THE DECLARATION OF TRUST ESTABLISHING BORROWER, DATED OCTOBER 9,
1986, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"),
IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF
MARYLAND, PROVIDES THAT THE NAME "HEALTH AND RETIREMENT PROPERTIES TRUST" REFERS
TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT
INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE
OR AGENT OF BORROWER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR
SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, BORROWER. ALL PERSONS
DEALING WITH BORROWER, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF BORROWER FOR
THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.
(b) THE DECLARATIONS OF TRUST ESTABLISHING HUB PROPERTIES TRUST DATED
SEPTEMBER 12, 1996, HUB ACQUISITION TRUST DATED MARCH 14, 1997 AND HUB LA
PROPERTIES TRUST DATED MAY 12, 1997, A COPY OF EACH OF WHICH, TOGETHER WITH ALL
AMENDMENTS THERETO (THE "TRUST SUBSIDIARIES DECLARATIONS"), IS DULY FILED WITH
THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES
THAT THE NAMES "HUB PROPERTIES TRUST", "HUB ACQUISITION TRUST" AND "HUB LA
PROPERTIES TRUST" REFER TO THE RESPECTIVE TRUSTEES UNDER THE RESPECTIVE TRUST
SUBSIDIARIES DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR
PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF ANY
OF THE TRUST SUBSIDIARIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR
SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH TRUST SUBSIDIARY. ALL
PERSONS DEALING WITH EACH TRUST SUBSIDIARY, IN ANY WAY, SHALL LOOK ONLY TO THE
ASSETS OF SUCH TRUST SUBSIDIARY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF
ANY OBLIGATION.
[Remainder of page intentionally left blank]
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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.
HEALTH AND RETIREMENT
PROPERTIES TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
DRESDNER KLEINWORT ▇▇▇▇▇▇
NORTH AMERICA LLC (successor to
Kleinwort ▇▇▇▇▇▇ Limited), as Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
By: /s/ ▇. ▇. ▇▇▇▇▇
Name: ▇.▇. ▇▇▇▇▇
Title: EXECUTIVE VICE PRESIDENT
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent
and as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇
Title: VICE PRESIDENT
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: ASSOCIATE VICE PRESIDENT
S-1
FLEET NATIONAL BANK (successor to
Fleet Bank of Massachusetts), as
Co-Agent and as a Lender
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Name: ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
THE SUMITOMO BANK, LIMITED,
Chicago Branch, as a Lender
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title:VICE PRESIDENT AND MANAGER
By: /s/ ▇▇▇▇▇▇ DE GEMMIS
Name: ▇▇▇▇▇▇ DE GEMMIS
Title: VICE PRESIDENT
MITSU LEASING (USA) INC.,
as a Lender
By: /s/ YUICHI KAMIZAWA
Name: YUICHI KAMIZAWA
Title: VICE PRESIDENT
DRESDNER BANK AG, New York
Branch and Grand Cayman Branch,
as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: ASSISTANT TREASURER
S-2
CREDIT LYONNAIS, Cayman Island
Branch, as a Lender
By: /s/ FARBOUD TAVANGAR
Name: FARBOUD TAVANGAR
Title: AUTHORISED SIGNATURE
BANK OF MONTREAL, as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: DIRECTOR
▇▇▇▇▇ BANK N.A., as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: VICE PRESIDENT
VIA BANQUE, as a Lender
By: /s/ C PROT
Name: C PROT
Title: SALES DIRECTOR
By: /s/ P ▇▇▇▇▇▇▇
Name: P ▇▇▇▇▇▇▇
Title: DIRECTOR
DG BANK, Deutsche Genossenschafts
Bank, as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
Title: VICE PRESIDENT
S-3
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: ASSISTANT VICE PRESIDENT
KEY CORPORATE CAPITAL INC.
(formerly Keybank National Association),
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: ASSOCIATE VICE PRESIDENT
For the purposes of Section 9: HEALTH AND RETIREMENT
PROPERTIES INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
CAUSEWAY HOLDINGS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
SJO CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
S-4
HUB PROPERTIES TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
HUB ACQUISITION TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
HUB LA PROPERTIES TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
HUB REALTY FUNDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
HUB MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
S-5
HUB REALTY COLLEGE PARK, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
HUB REALTY I, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
HUB REALTY IV, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
HUB REALTY GOLDEN, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
HUB REALTY COLLEGE PARK I,
LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
S-6
SCHEDULE 1
LENDERS' COMMITMENTS
LENDER COMMITMENT
------ ----------
▇▇▇▇▇ Fargo Bank, National Association $ 20,000,000
The Sumitomo Bank, Limited, Chicago Branch $ 20,000,000
Dresdner Bank AG, New York Branch and Grand
Cayman Branch $ 47,500,000
Credit Lyonnais
Cayman Island Branch $ 20,000,000
Mitsui Leasing (USA) Inc. $ 12,500,000
Bank of Montreal $ 20,000,000
▇▇▇▇▇ National Bank $ 15,000,000
Via Banque $ 20,000,000
DG Bank $ 15,000,000
Key Corporate Capital Inc. $ 15,000,000
Fleet National Bank $ 45,000,000
Total $250,000,000
S1-1
CERTAIN LENDING OFFICES
▇▇▇▇▇ Fargo Bank, National Association
Corporate Banking
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇)▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ O'Melveny
The Sumitomo Bank, Limited, Chicago Branch (USCBD)
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: VP + Manager - Operations
Fleet National Bank
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Mitsui Leasing (U.S.A.) Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇-▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ Branch
and Grand Cayman Branch
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇
Credit Lyonnais
Cayman Island Branch
1301 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Bank of Montreal
▇▇▇ ▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ National Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
▇▇-▇
Via Banque
▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ Prot
Key Corporate Capital Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇
S1-4