Exhibit 4.54
------------
SECOND AMENDMENT AND WAIVER TO AMENDED
AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of January 7, 2002 (this "Amendment and Waiver"), is made by and among
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation (the "Parent"),
DOLLAR RENT A CAR SYSTEMS, INC., an Oklahoma corporation ("Dollar"), THRIFTY
RENT-A-CAR SYSTEM, INC., an Oklahoma corporation ("Thrifty," and, together with
Dollar, the "Subsidiary Borrowers"; the Parent and the Subsidiary Borrowers
being collectively referred to herein as the "Borrowers"), the Lenders (as
defined below) parties hereto and the Administrative Agent (as defined below).
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrowers, the various financial institutions parties thereto
(collectively, the "Lenders"), Credit Suisse First Boston ("Credit Suisse First
Boston"), as the administrative agent (in such capacity, the "Administrative
Agent") for the Lenders, and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank, "Chase"), as the syndication agent (in such capacity, the
"Syndication Agent", and, together with the Administrative Agent, the "Agents")
for the Lenders, have heretofore entered into that certain Amended and Restated
Credit Agreement dated as of August 3, 2000 (the "Credit Agreement");
WHEREAS, the Borrowers have requested that the Lenders and the
Administrative Agent amend and/or waive certain provisions of the Credit
Agreement; and
WHEREAS, the Lenders and the Administrative Agent are willing, on and
subject to the terms and conditions set forth below (including the amendments
set forth in Section 2.1 below), to amend and waive certain provisions of the
Credit Agreement as provided below (the Credit Agreement, as amended pursuant to
the terms of this Amendment and Waiver, being referred to as the "Amended Credit
Agreement");
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Borrowers, the Lenders and the Administrative Agent hereby
agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural forms thereof):
"Administrative Agent" is defined in the first recital.
"Agents" is defined in the first recital.
"Amended Credit Agreement" is defined in the third recital.
"Amendment and Waiver" is defined in the preamble.
"Borrowers" is defined in the preamble.
"Credit Agreement" is defined in the first recital.
"Lenders" is defined in the first recital.
"Parent" is defined in the preamble.
SECTION 1.2. Other Definitions. Terms for which meanings are provided in
the Amended Credit Agreement are, unless otherwise defined herein or the context
otherwise requires, used in this Amendment and Waiver with such meanings.
ARTICLE II
AMENDMENTS AND WAIVER
SECTION 2.1. Amendments to Credit Agreement. Effective as of the date
hereof, certain provisions of the Credit Agreement are hereby amended in
accordance with this Article II; except expressly as so amended by this
Amendment and Waiver, the Credit Agreement shall continue in full force and
effect in accordance with its terms.
SECTION 2.1.1. Amendments to Section 1.1 of the Credit Agreement. Section
1.1 of the Credit Agreement ("Defined Terms") is hereby amended as follows:
(a) by inserting in such Section the following definitions in the
appropriate alphabetical order:
"'Amendment Period' means the period beginning on (and including)
the Second Amendment Effective Date and ending on (and including)
January 31, 2003."
"'Second Amendment' means the Second Amendment and Waiver to
Amended and Restated Credit Agreement, dated as of January 7, 2002,
among the Borrower, the Lenders parties thereto and the Administrative
Agent."
"'Second Amendment Effective Date' means the date when each of
the conditions set forth in Article III of the Second Amendment shall
have been fulfilled to the satisfaction of the Administrative Agent."
(b) by amending the definition of "Applicable Commitment Fee" set
forth in such Section by inserting the following sentence at the end
thereof:
2
Notwithstanding the foregoing, (i) from (and including) the
Second Amendment Effective Date to (but excluding) the date the
Administrative Agent receives the Compliance Certificate with
respect to the first Fiscal Quarter of the 2002 Fiscal Year, the
Applicable Commitment Fee shall be 75 basis points, and (ii)
thereafter until (but excluding) the later of January 31, 2003
and the date the Administrative Agent receives the Compliance
Certificate with respect to the fourth Fiscal Quarter of the 2002
Fiscal Year, the Pricing Grid referred to above shall instead be
the following:
PRICING GRID
Applicable
Leverage Ratio Commitment Fee
-------------- --------------
X >= 4.0 75.0
X >= 2.0, but < 4.0 37.5
X >= 1.0, but < 2.0 30.0
X >= .75.0, but < 1.0 25.0
X < .75 22.5
(c) by amending the definition of "Applicable Margin" as set forth in
such Section by inserting the following sentence at the end thereof:
Notwithstanding the foregoing, (i) from (and including) the
Second Amendment Effective Date to (but excluding) the date the
Administrative Agent receives the Compliance Certificate with
respect to the first Fiscal Quarter of the 2002 Fiscal Year, the
Applicable Margin for Eurodollar Loans shall be 300 basis points
and the Applicable Margin for ABR Loans shall be 200 basis points
and (ii) thereafter until (but excluding) the later of January
31, 2003 and the date the Administrative Agent receives the
Compliance Certificate with respect to the fourth Fiscal Quarter
of the 2002 Fiscal Year, the Pricing Grid referred to above shall
instead be the following:
3
PRICING GRID
Eurodollar Loan ABR Loan
Leverage Ratio Applicable Margin Applicable Margin
-------------- ----------------- -----------------
X >= 4.0 300 200
X >= 3.5, but < 4.0 250 150
X >= 3.0, but < 3.5 225 125
X >= 2.0, but < 3.0 200 100
X >= 1.0, but < 2.0 175 75
X >= .75, but < 1.0 150 50
X < .75 125 37.5
(d) by amending the definition of "Permitted Business Acquisitions"
set forth in such Section by inserting the following proviso at the end of
clause (a) (ii) thereof:
"provided that, during the period from November 30, 2001 to (and
including) January 31, 2003, the aggregate amount of expenditures
of the Parent and its Subsidiaries (excluding Vehicle Debt, but
including all other Indebtedness assumed, cash paid and the fair
market value of shares of Capital Stock of the Parent issued in
connection therewith) in respect of such Business Acquisitions
(other than Excepted Dollar Acquisitions and Business
Acquisitions pursuant to which Thrifty or any of its Subsidiaries
acquires a franchisee of Thrifty that has defaulted under its
franchise agreement or other related agreement with Thrifty
which, together with the aggregate amount of such expenditures in
respect of Permitted Stock Acquisitions, do not result in an
aggregate amount of such expenditures in excess of $5,000,000)
does not exceed $1,000,000;"
(e) by amending the definition of "Permitted Stock Acquisition" set
forth in such Section by inserting the following proviso at the end
thereof:
"; provided that, during the period from November 30, 2001 to
(and including) January 31, 2003, the aggregate amount of
expenditures of the Parent and its Subsidiaries in respect of
such Business Acquisitions, together with the aggregate amount of
expenditures of the Parent and its Subsidiaries (excluding
Vehicle Debt, but including all other Indebtedness assumed, cash
paid and the fair market value of shares of Capital Stock of the
Parent issued in connection therewith) in respect of Excepted
Dollar Acquisitions and Business Acquisitions pursuant to which
Thrifty or any of its Subsidiaries acquires a franchisee of
Thrifty that has defaulted under its franchise agreement or other
related agreement with Thrifty, does not exceed $5,000,000."
4
SECTION 2.1.2. Amendment to Section 6.2 of the Credit Agreement. Section
6.2 of the Credit Agreement is hereby amended by inserting the following new
Section 6.2.5:
"SECTION 6.2.5. Minimum Availability. With respect to each
Credit Extension requested during (or requested to be made during) the
Amendment Period, after giving effect to such Credit Extension, no
less than $25,000,000 of the Commitment Amount shall remain unused and
available."
SECTION 2.1.3. Amendment to Section 8.1.1 of the Credit Agreement. Clause
(l) of Section 8.1.1 of the Credit Agreement is hereby amended in its entirety
to read as follows:
"(l) by the 20th day of each month, commencing with January 2002
and ending with March 2003, a monthly liquidity report, substantially
in the form of Exhibit N hereto, indicating actual liquidity for the
most recently ended calendar month along with a projection of
liquidity for the then current calendar month; and"
SECTION 2.1.4. Amendment to Section 8.2.4 of the Credit Agreement. Section
8.2.4 of the Credit Agreement is hereby amended as follows:
(a) by deleting the last row of the table in clause (b) of such
Section in its entirety and substituting therefor the following:
"The fourth Fiscal Quarter of the $48,000,000
2001 Fiscal Year
The first Fiscal Quarter of the $90,000,000"
2003 Fiscal Year and each
Fiscal Quarter thereafter
(b) by deleting clause (e) thereof in its entirety and substituting
therefor the following:
"(e) the Fixed Charge Coverage Ratio, as of the last day of each
Fiscal Quarter, commencing with the third Fiscal Quarter of the 2000
Fiscal Year, to be less than the ratio set forth opposite such Fiscal
Quarter below:
Fiscal Quarter Ratio
The third Fiscal Quarter of the 2000 Fiscal
Year and each Fiscal Quarter thereafter
until (but excluding) the fourth Fiscal
Quarter of the 2001 Fiscal Year 1.10:1.00
The fourth Fiscal Quarter of the 2001 Fiscal
Year 1.00:1.00
The first Fiscal Quarter of the 2002 Fiscal
Year and each Fiscal Quarter thereafter 1.10:1.00
5
SECTION 2.1.5. Further Amendment to Section 8.2.4 of the Credit Agreement.
Section 8.2.4 of the Credit Agreement is hereby further amended by inserting the
following new clause (f) to read in its entirety as follows:
"(f) minimum Adjusted EBITDA for each period set forth below,
commencing with the first Fiscal Quarter of the 2002 Fiscal Year, to
be less than the amount set forth opposite such period below:
Period Amount
------ ------
The period comprised of the first Fiscal
Quarter of the 2002 Fiscal Year $(5,300,000)
The period comprised of the first and second
Fiscal Quarters of the 2002 Fiscal Year $8,500,000
The period comprised of the first, second
and third Fiscal Quarters of the 2002
Fiscal Year $27,000,000
The period comprised of the first, second,
third and fourth Fiscal Quarters of the
2002 Fiscal Year $24,000,000
SECTION 2.1.6. Amendment of Section 8.2.6 of the Credit Agreement. Clause
(b) of Section 8.2.6 of the Credit Agreement is hereby amended by:
(a) deleting the first three lines of the proviso thereto (but not
subclauses (i), (ii) and (iii) thereof) in their entirety and substituting
therefor the following:
"provided, however, that the Parent may declare, pay and
make cash Distributions to, and the Parent (or any of its
Subsidiaries) may purchase or redeem any shares of any class
of the Parent's Capital Stock held by, the Parent's
stockholders in any Fiscal Year, so long as";
(b) inserting in subclause (iii) of the proviso thereto, immediately after
the word "Parent", the phrase "and its Subsidiaires"; and
(c) inserting the following additional proviso at the end thereof:
"provided further, however, that, notwithstanding the immediately
preceding proviso, the Parent and its Subsidiaries, during the
period from November 30, 2001 to (but excluding) the later of
January 31, 2003 and the date the Administrative Agent receives
the Compliance Certificate for the fourth Fiscal Quarter of the
2002 Fiscal Year, may not make any such payment, purchase or
redemption, other than purchases or redemptions of shares of any
class of the Parent's Capital Stock (together with options or
warrants in respect of any thereof) held by officers, directors
and employees of the Parent or any of its Subsidiaries (or any of
their respective estates or beneficiaries under such estates), in
all cases upon the death, disability, retirement or termination
of employment of such Persons, pursuant to a mandatory repurchase
or redemption provision under the terms of the stock option plan,
stock subscription agreement, shareholder agreement or other
agreement under which such shares of Capital Stock (and the
options or warrants in respect of any thereof) were issued, that
would satisfy the requirements of subclauses (i), (ii) and (iii)
of the immediately preceding proviso;".
6
SECTION 2.1.7. Amendment of Section 8.2.7 of the Credit Agreement. Section
8.2.7 of the Credit Agreement is hereby amended in its entirety to read as
follows:
"SECTION 8.2.7. Capital Expenditures, etc. Each Borrower will
not, and will not permit any of its Subsidiaries to, make or commit to
make Capital Expenditures in any Fiscal Year, except (a) Capital
Expenditures for the acquisition of Vehicles and (b) other Capital
Expenditures which do not aggregate in excess of $50,000,000 for such
Fiscal Year, provided that such other Capital Expenditures for each
Fiscal Quarter of the 2002 Fiscal Year shall not exceed $5,000,000,
and aggregate Capital Expenditures for the 2002 Fiscal Year shall not
exceed $15,000,000, provided further, that, to the extent Capital
Expenditures are made or committed to be made in any Fiscal Quarter of
the 2002 Fiscal Year in an amount less than $5,000,000, the Capital
Expenditures which each Borrower or its Subsidiaries may make or
commit to make in any Fiscal Quarter shall be increased by the amount
of the permitted Capital Expenditures not so made or committed to be
made in any preceding Fiscal Quarter of the 2002 Fiscal Year (subject
to the $15,000,000 maximum for the 2002 Fiscal Year)."
SECTION 2.1.8. Amendment to Section 8.2. Section 8.2 of the Credit
Agreement is hereby amended by inserting the following new Section 8.2.17:
"SECTION 8.2.17. Certain Lease Arrangements. Each Borrower will
not allow, and will not permit any of its Subsidiaries to allow,
Rental Expense (as defined in the definition of "Fixed Charge Coverage
Ratio") to exceed $8,000,000 during any Fiscal Quarter of the 2002
Fiscal Year, or $30,000,000 in the aggregate for the 2002 Fiscal Year.
SECTION 2.2. Waivers. (a) Subject to the satisfaction of the conditions
set forth in Article III herein, the Lenders hereby waive, from the date hereof
through and including January 31, 2003, compliance by the Borrowers with the
provisions of clauses (c) and (e) of Section 8.2.4 of the Credit Agreement.
7
(b) Clause (a) of this Section 2.2 shall be limited precisely as written
and relates solely to any noncompliance by the Borrowers with the provisions of
clauses (c) and (e) of Section 8.2.4 of the Credit Agreement in the manner and
to the extent set forth above, and nothing in this Amendment and Waiver shall be
deemed to constitute a waiver of compliance by the Borrowers with respect to (A)
clauses (c) and (e) of Section 8.2.4 of the Credit Agreement for any period
other than the period from the date hereof through and including January 31,
2003 or (B) any other term, provision or condition of the Credit Agreement or
any other instrument or agreement referred to therein or relating thereto or
prejudice any right or remedy that the Administrative Agent or any Lender may
now have or may have in the future under or in connection with the Credit
Agreement or any other instrument or agreement to therein or relating thereto.
SECTION 2.3. Termination of Prior Waiver. Subject to the satisfaction of
the conditions set forth in Article III herein, the waiver set forth in Section
2.2 of the First Amendment and Waiver, dated as of September 30, 2001, to the
Credit Agreement shall be deemed to be terminated as of the Second Amendment
Effective Date.
ARTICLE III
CONDITIONS TO EFFECTIVENESS
This Amendment and Waiver, and the amendments and modifications contained
herein, shall be and become effective on the date (the "Second Amendment
Effective Date") when each of the conditions set forth in this Article III shall
have been fulfilled to the satisfaction of the Administrative Agent.
SECTION 3.1. Execution of Counterparts. The Administrative Agent shall
have received counterparts of this Amendment and Waiver, duly executed and
delivered on behalf of (i) each of the Borrowers and (ii) the Required Lenders.
SECTION 3.2. Amendment and Waiver Effective Date Certificate. The
Administrative Agent shall have received a certificate from the chief financial
Authorized Officer of the Parent confirming the representations and warranties
set forth in Article IV in form and substance satisfactory to the Administrative
Agent.
SECTION 3.3. Execution of Affirmation and Acknowledgment. The
Administrative Agent shall have received an affirmation and acknowledgment in
form and substance satisfactory to it, duly executed and delivered by each
Guarantor and any other Obligor that has granted a Lien pursuant to any Loan
Document, other than the Borrowers.
SECTION 3.4. Amendment Fee. The Administrative Agent shall have received
the amendment fees due and payable pursuant to Section 5.3.
SECTION 3.5. Fees and Expenses. The Administrative Agent shall have
received all fees and expenses due and payable pursuant to Section 5.4 hereof
(to the extent then invoiced) and pursuant to the Amended Credit Agreement
(including all previously invoiced fees and expenses).
8
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders and the Administrative Agent to enter into
this Amendment and Waiver, each of the Borrowers hereby represents and warrants
to each Agent and each Lender, as of the date hereof, as set forth in this
Article IV.
SECTION 4.1. Representations and Warranties. (a) The representations and
warranties set forth in Article VII of the Credit Agreement (excluding, however,
those contained in Section 7.7 of the Credit Agreement) and in each other Loan
Document are, in each case, true and correct (unless stated to relate solely to
an earlier date, in which case such representations and warranties are true and
correct as of such earlier date);
(b) except as disclosed by any Borrower to the Administrative Agent,
the Issuer and the Lenders pursuant to Section 7.7 of the Credit Agreement
(i) there is no pending or, to the best knowledge of any
Borrower, threatened litigation, action, proceeding or labor
controversy affecting any Borrower or any of its Subsidiaries, or any
of their respective properties, businesses, or revenues, which may
materially adversely affect the businesses, property, operations,
assets, liabilities, condition (financial or otherwise) or prospects
of the Parent and its Subsidiaries taken as a whole, or which purports
to affect the legality, validity or enforceability of this Amendment
and Waiver, the Credit Agreement, the Notes or any other Loan
Document, except as disclosed in Item 7.7 ("Litigation") of the
Disclosure Schedule to the Credit Agreement; and
(ii) no development has occurred in any labor controversy,
litigation, arbitration or governmental investigation or proceeding
disclosed pursuant to Section 7.7 of the Credit Agreement which may
materially adversely affect the business, property, operations,
assets, liabilities, condition (financial or otherwise) or prospects
of the Parent and its Subsidiaries taken as a whole, or which purports
to affect the legality, validity or enforceability of this Amendment
and Waiver, the Credit Agreement, the Notes, or any other Loan
Document;
(c) no Default (other than any Default that would not exist upon
effectiveness of this Amendment and Waiver) has occurred and is continuing,
and neither any Borrower nor any of their respective Subsidiaries nor any
other Obligor is in material violation of any law or governmental
regulation or court order or decree; and
(d) this Amendment and Waiver has been duly authorized, executed and
delivered by each of the Borrowers and constitutes a legal, valid and
binding obligation of each such Person, enforceable against it in
accordance with its terms, except to the extent the enforceability hereof
may be limited by (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors generally and (ii) the
effect of general principles of equity, whether enforcement is considered
in a proceeding in equity or at law.
9
SECTION 4.2. Full Disclosure. Except as corrected by written information
delivered to the Agents and the Lenders reasonably prior to the date on which
this representation is made, all information (other than financial and business
projections and forecasts) heretofore or contemporaneously furnished by any
Borrower in writing to any Agent, the Issuer or any Lender for purposes of or in
connection with this Amendment and Waiver is true and accurate in every material
respect and such information is not incomplete by omitting to state any material
fact necessary to make such information not materially misleading in light of
the circumstances under which such information was furnished. All financial and
business projections and forecasts delivered to any Agent, the Issuer or any
Lender by or on behalf of any Borrower have been prepared in good faith based
upon assumptions which the Borrowers believe to be reasonable.
ARTICLE V
MISCELLANEOUS
SECTION 5.1. Full Force and Effect; Limited Amendment and Waiver. Except
as expressly amended hereby, all of the representations, warranties, terms,
covenants, conditions and other provisions of the Credit Agreement and the other
Loan Documents shall remain unamended and unwaived and shall continue to be, and
shall remain, in full force and effect in accordance with their respective
terms. The amendments and waivers set forth herein shall be limited precisely as
provided for herein to the provisions expressly amended or waived herein and
shall not be deemed to be a waiver of, an amendment to, consent to or
modification of any other term or provision of the Credit Agreement, any other
Loan Document referred to therein or herein or of any transaction or further or
future action on the part of any of the Borrowers or any other Obligor which
would require the consent of the Lenders under the Credit Agreement or any of
the other Loan Documents.
SECTION 5.2. Loan Document Pursuant to Credit Agreement. This Amendment
and Waiver is a Loan Document executed pursuant to the Credit Agreement and
shall be construed, administered and applied in accordance with all of the terms
and provisions of the Credit Agreement (and, following the date hereof, the
Amended Credit Agreement). Any breach of any representation or warranty or
covenant or agreement contained in this Amendment and Waiver shall be deemed to
be an Event of Default for all purposes of the Credit Agreement and the other
Loan Documents.
SECTION 5.3. Amendment Fee. Upon satisfaction of the condition set forth
in clause (ii) of Section 3.1, the Borrowers shall pay, without setoff,
deduction or counterclaim, a non-refundable amendment fee for the account of
each Lender that has executed and delivered (including delivery by way of
facsimile) a copy of this Amendment and Waiver to the attention of ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ at ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (19th
floor), telecopy number ▇▇▇-▇▇▇-▇▇▇▇, at or prior to 5:00 p.m., New York time,
on or before January 7, 2002 (as such time may be extended by the Parent), in
the amount of 20.0 basis points of such Lender's Commitment as of the date
hereof. The aggregate amount of such amendment fee shall be paid at or prior to
noon, New York time, on January 8, 2002 (or, in the event the date in the
immediately preceding sentence has been extended, the Business Day that
immediately succeeds such extended date) to the Administrative Agent for the pro
rata account of the Lenders entitled to receive such amendment fee.
10
SECTION 5.4. Fees and Expenses. The Borrowers, jointly and severally,
agree to pay on demand all out-of-pocket expenses incurred by the Administrative
Agent in connection with the preparation, negotiation, execution and delivery of
this Amendment and Waiver and the documents and transactions contemplated
hereby, including the reasonable fees and disbursements of Mayer, Brown, and
▇▇▇▇▇, as counsel for the Administrative Agent.
SECTION 5.5. Headings. The various headings of this Amendment and Waiver
are inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment and Waiver or any provisions hereof.
SECTION 5.6. Execution in Counterparts. This Amendment and Waiver may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.
SECTION 5.7. Cross-References. References in this Amendment and Waiver to
any Article or Section are, unless otherwise specified or otherwise required by
the context, to such Article or Section of this Amendment and Waiver.
SECTION 5.8. Successors and Assigns. This Amendment and Waiver shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SECTION 5.9. GOVERNING LAW. THIS AMENDMENT AND WAIVER SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
[REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]
11
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be executed by their respective officers thereunto duly authorized as
of the day and year first above written.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:____________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
DOLLAR RENT A CAR SYSTEMS, INC.
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer
THRIFTY RENT-A-CAR SYSTEM, INC.
By:____________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
CREDIT SUISSE FIRST BOSTON, as the
Administrative Agent, as the Issuer and
as a Lender
By:____________________________________________
Name:
Title:
By:____________________________________________
Name:
Title:
12
JPMORGAN CHASE BANK
By:____________________________________________
Name:
Title:
BANK OF OKLAHOMA, NATIONAL ASSOCIATION
By:____________________________________________
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH
By:____________________________________________
Name:
Title:
By:____________________________________________
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By:____________________________________________
Name:
Title:
▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ AND GRAND CAYMAN
BRANCHES
By:____________________________________________
Name:
Title:
By:____________________________________________
Name:
Title:
LOCAL OKLAHOMA BANK, N.A.
By:____________________________________________
Name:
Title:
MIDFIRST BANK
By:____________________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By:____________________________________________
Name:
Title:
ARVEST STATE BANK
By:____________________________________________
Name:
Title:
14
TEXTRON FINANCIAL CORPORATION
By:____________________________________________
Name:
Title:
15