NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(FIVE-YEAR FACILITY)
Dated as of April 27, 2000
UNITED PARCEL SERVICE OF AMERICA, INC., a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
(collectively, the "Initial Lenders") party hereto, Citibank, N.A., as
administrative agent (together with any successor thereto appointed pursuant to
Article VII of the Existing Credit Agreement referred to below, in such
capacity, the "Administrative Agent") and as syndication agent (in such
capacity, the "Syndication Agent") for the Lenders (as defined in the Existing
Credit Agreement referred to below), Bank of America, N.A., as documentation
agent (in such capacity, the "Documentation Agent") for such Lenders, and
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. and Banc of America Securities LLC, as co-arrangers
(in such capacity, the "Co-Arrangers") under the Loan Documents (as defined in
the Existing Credit Agreement described below), hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Borrower is party to an Amended and Restated Credit
Agreement (Five-Year Facility) dated as of April 30, 1998 (as amended,
supplemented or otherwise modified from time to time to, but not including, the
date hereof, the "Existing Credit Agreement") with the banks, financial
institutions and other institutional lenders party thereto (the "Existing
Lenders"), Citibank, N.A., as Administrative Agent for the Existing Lenders,
Bank of America NT & SA, as Documentation Agent for the Existing Lenders, and
Citicorp Securities, Inc. and BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Co-Arrangers
for the Existing Lenders. Capitalized terms not otherwise defined in this Second
Amended and Restated Credit Agreement (Five-Year Facility) (the "Amendment and
Restatement") shall have the same meanings as specified in the Existing Credit
Agreement.
(2) The Borrower has requested that the Lenders agree to extend
credit to it from time to time in an aggregate principal amount of up to $
1,250,000,000 for general corporate purposes of the Borrower and its
Subsidiaries not otherwise prohibited under the terms of this Amendment and
Restatement. The Lenders have indicated their willingness to agree to extend
credit to the Borrower from time to time in such amount on the terms and
conditions of this Amendment and Restatement.
(3) The parties to this Amendment and Restatement desire to amend
the Existing Credit Agreement as set forth herein and to restate the Existing
Credit Agreement in its entirety to read as set forth in the Existing Credit
Agreement with the following amendments.
SECTION 1. Amendments to the Existing Credit Agreement. Effective as
of the date of this Amendment and Restatement and subject to the satisfaction of
the conditions precedent set forth in Section 2 hereof:
(a) Section 1.01 of the Existing Credit Agreement is hereby
amended by (i) deleting the definitions of "BARS", "Citicorp Securities",
"Existing Credit Facilities", "Information Memorandum", and "Termination Date"
set forth therein and (ii) replacing them with the following new definitions:
"Banc of America Securities LLC" has the meaning specified in the
recital of parties to this Agreement.
"Existing Credit Facilities" means the credit facilities provided
pursuant to (a) the Existing Credit Agreement, and (b) the Third Amended and
Restated Credit Agreement (364-Day Facility) dated as of April 29,1999, as
amended, supplemented or otherwise modified from time to time prior to the date
hereof, among the Borrower, the banks, financial institutions and other
institutional lenders parties thereto, Citibank, as administrative agent and
syndication agent, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. and NationsBanc ▇▇▇▇▇▇▇▇▇▇
Securities, LLC, as co-arrangers thereunder.
"Information Memorandum" means the information memorandum dated
April 2000 and used by the Agents and the Co-Arrangers in connection with
the syndication of the Commitments.
"Parent" means United Parcel Service, Inc., a Delaware
corporation, which owns 100% of capital stock of the Borrower.
"▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc." has the meaning specified in the
recital of parties to this Agreement.
"Termination Date" means the earlier of (i) April 27, 2005 or, if
extended pursuant to Section 2.16, the date that is one year after the
Termination Date then in effect, and (ii) the date of termination in whole
of the Commitments pursuant to Section 2.05 or 6.01.
(b) Section 2.14 of the Existing Credit Agreement is amended by
adding the phrase "measured by income" immediately after the phrase "and
franchise taxes" in the fifth and eighth lines thereof.
(c) Section 4.01(e) of the Existing Credit Agreement is amended
in full to read as follows:
"(e) The Consolidated balance sheet of the Parent and its
Subsidiaries as at December 31, 1999, and the related Consolidated
statements of income and cash flows of the Parent and its Subsidiaries for
the Fiscal Year then ended, all audited and certified by Deloitte & Touche
LLP, independent public accountants, copies of which have been furnished
to each Lender, fairly present the Consolidated financial condition of the
Parent and its Subsidiaries at such dates and the Consolidated results of
the operations of the Parent and its Subsidiaries for the periods ended on
such dates, all in accordance with GAAP consistently applied. Such balance
sheets and the notes thereto disclose all material liabilities, direct or
contingent, of the Parent and its Subsidiaries on a Consolidated basis as
of the dates thereof."
(e) Section 4.01(f) of the Existing Credit Agreement is amended by
replacing the words "December 31, 1998" with the words "December 31, 1999."
(f) Section 5.01(h)(i) is amended in full to read as follows:
"(i) within 120 days after the end of each Fiscal Year of
the Parent , Consolidated balance sheets of the Parent and its Subsidiaries
showing the financial condition of the Parent and its Subsidiaries as of
the close of such Fiscal Year and the related statements of
Consolidated income and statements of Consolidated cash flow as of and for
such Fiscal Year, all such Consolidated financial statements of the Parent
and its Subsidiaries to be reported on by Deloitte & Touche or other
independent accountants acceptable to the Required Lenders, and to be in
form reasonably acceptable to the Required Lenders;"
(g) Schedules I and II to the Existing Credit Agreement are deleted
in their entirety and replaced with Schedule I to this Amendment and
Restatement.
SECTION 2. Conditions of Effectiveness of this Amendment and
Restatement. This Amendment and Restatement shall become effective as of the
date first above written (the "Restatement Effective Date") when and only if:
(a) The Administrative Agent shall have received counterparts of
this Amendment and Restatement executed by the Borrower and all of the
Initial Lenders or, as to any of the Initial Lenders, advice satisfactory
to the Administrative Agent that such Initial Lender has executed this
Amendment and Restatement.
(b) The Administrative Agent shall have received on or before the
Restatement Effective Date the following, each dated such date and (unless
otherwise specified below) in form and substance satisfactory to the
Administrative Agent and (except for the Revolving Credit Notes) in
sufficient copies for each Initial Lender:
(i) The new Revolving Credit Notes issued in connection with
this Amendment and Restatement to the order of each of the Lenders
which has a Commitment in a different amount from that, if any, with
respect to the Existing Credit Agreement.
(ii) A certificate of the Secretary or an Assistant Secretary
of the Borrower certifying (A) that there are no amendments to the
charter of the Borrower since the Effective Date of the Existing
Credit Agreement and (B) the names and true signatures of the
officers of the Borrower authorized to sign this Amendment and
Restatement and the Notes, if any, and the other documents to be
delivered hereunder by the Borrower.
(iii) A favorable opinion of King & Spalding, counsel for the
Borrower, in substantially the form of Exhibit G to the Existing
Credit Agreement, but with such modifications as are required to
address the Existing Credit Agreement, as amended by this Amendment
and Restatement, in each such case in form and substance reasonably
satisfactory to the Initial Lenders.
(iv) A favorable opinion of Shearman & Sterling, counsel for
the Administrative Agent, in form and substance reasonably
satisfactory to the Administrative Agent.
(c) The representations and warranties contained in Section 4.01 of
the Existing Credit Agreement shall be correct on and as of the
Restatement Effective Date, before and after giving effect to the
Restatement Effective Date, as though made on and as of such date.
(d) No event shall have occurred and be continuing, or shall occur
as a result of the occurrence of the Restatement Effective Date, that
constitutes a Default.
SECTION 3. Reference to and Effect on the Existing Credit Agreement
and the Notes. (a) On and after the effectiveness of this Amendment and
Restatement, each reference in the Existing Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Existing Credit Agreement, and each reference in the Notes to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Existing Credit Agreement, shall mean and be a reference to the Existing Credit
Agreement, as amended by this Amendment and Restatement.
(b) The Existing Credit Agreement and the Notes, as specifically
amended by this Amendment and Restatement, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.
(c) Without limiting any of the other provisions of the Existing
Credit Agreement, as amended by this Amendment and Restatement, any references
in the Existing Credit Agreement to the phrases "on the date hereof", "on the
date of this Agreement" or words of similar import shall mean and be a reference
to the date of the Existing Credit Agreement (which is April 30, 1998).
SECTION 4. Costs and Expenses. The Borrower agrees to pay on demand
all reasonable out-of-pocket costs and expenses of the Administrative Agent in
connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and Restatement, the Notes and the
other documents to be delivered hereunder (including, without limitation, the
reasonable and documented fees and expenses of counsel for the Administrative
Agent with respect hereto and thereto) in accordance with the terms of Section
8.04 of the Existing Credit Agreement.
SECTION 5. Execution in Counterparts. This Amendment and Restatement
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 one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment and Restatement by telecopier shall be effective as delivery of an
original executed counterpart of such signature page.
SECTION 6. Governing Law. This Amendment and Restatement shall
be governed by, and construed in accordance with, the laws of the State of
New York.
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
and Restatement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
THE BORROWER
UNITED PARCEL SERVICE OF AMERICA, INC.,
as Borrower
By
Name:
Title:
THE AGENTS
CITIBANK, N.A.,
as Administrative Agent and Syndication
Agent
By
Name:
Title:
BANK OF AMERICA, N.A.,
as Documentation Agent
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC.,
as Co-Arranger
By
Name:
Title:
BANC OF AMERICA SECURITIES LLC,
as Co-Arranger
By
Name:
Title:
FIRST UNION NATIONAL BANK
as Co-Agent
By
Name:
Title:
WACHOVIA BANK, N.A.
as Co-Agent
By_____________________________________________
Name:
Title:
ROYAL BANK OF CANADA
as Co-Agent
By_____________________________________________
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
THE CHASE MANHATTAN BANK
as Co-Agent
By____________________________________________
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
THE INITIAL LENDERS
CITIBANK, N.A.
By
----------------------------------------------
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
BANK OF AMERICA, N.A.
By
Name:
---------------------------
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
FIRST UNION NATIONAL BANK
By
Name:
---------------------------
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
PNC BANK, NATIONAL ASSOCIATION
By
Name:
---------------------------
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
ROYAL BANK OF CANADA
By
Name:
---------------------------
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
THE CHASE MANHATTAN BANK
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
CREDIT SUISSE FIRST BOSTON
By
Name:
Title:
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
REVOLVING COMMITMENT VEHICLE CORPORATION
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
▇▇▇▇▇ FARGO BANK, N.A.
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
WACHOVIA BANK, N.A.
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
ABN AMRO BANK N.V.
By
Name:
Title:
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
BARCLAYS BANK PLC
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
THE FUJI BANK, LTD-- NEW YORK BRANCH
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
STATE STREET BANK AND TRUST COMPANY
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
BANK ONE, NA
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
SAN PAOLO IMI BANK
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
STANDARD CHARTERED BANK
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
MELLON BANK
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
UBS AG, STAMFORD BRANCH
By
Name:
Title:
By
Name:
Title:
NYDOCS03/522300
Second Amended and Restated Credit Agreement (Five-Year Facility)
BANCA COMMERCIALE ITALIANA,
NEW YORK BRANCH
By
Name:
Title:
By
Name:
Title:
SCHEDULE I TO THE AMENDMENT AND RESTATEMENT
COMMITMENTS AND APPLICABLE LENDING OFFICES
------------------ -------------- ----------------------- ----------------------
Name of Lender Commitment Domestic Lending Eurodollar Lending
Office Office
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Citibank, N.A. $ 162,500,000 Citibank, N.A. Citibank, N.A.
▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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Bank of America, $ 137,500,000 Bank of America Bank of America
N.A. ▇▇▇ ▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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The Chase $ 100,000,000 The Chase Manhattan The Chase Manhattan
Manhattan Bank Bank Bank
1 Chase Manhattan 1 Chase Manhattan Plaza
Plaza ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: May ▇▇▇▇
Attn: May ▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇
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First Union $ 100,000,000 First Union National First Union National
National Bank Bank Bank
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Attn: PTC FL0070 Attn: PTC FL0070
Jacksonville, FL ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇ 32231-4142
Attn: ▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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Royal Bank of $ 100,000,000 ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ Grand Cayman (North Grand Cayman (North
America No.1) Branch America No.1) Branch
c/o: New York Branch c/o: New York Branch
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
4th Floor Floor
New York, NY ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
10006-1404 Attn: Manager, Loans
Attn: Manager, Loans Administration
Administration T: (▇▇▇) ▇▇▇-▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇
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Wachovia Bank, $ 100,000,000 Wachovia Bank, N.A. Wachovia Bank, N.A.
N.A. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇.▇. N.E.
MC: GA3940 MC: GA3940
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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Bank One, NA $ 50,000,000 Bank One, NA Bank One, NA
1 Bank ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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Credit Suisse $ 50,000,000 Credit Suisse First Credit Suisse First
First Boston Boston Boston
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 11 Madison Aveune
New York, NY ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇ 10010-3629
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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Dresdner Bank $ 50,000,000 Dresdner Bank Dresdner Bank
AG, New York and ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Branches Attn: ▇▇▇ ▇▇▇▇▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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Revolving $ 50,000,000 ▇▇▇▇▇▇ Guaranty Trust ▇▇▇▇▇▇ Guaranty Trust
Commitment Company of New York Company of New York
Vehicle ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
10260-0060 Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇
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Mellon Bank $ 50,000,000 Mellon Bank Mellon Bank
One Mellon Bank Center ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇ 15258-0001
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ T: (412) 234-0733
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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PNC Bank, N.A. $ 50,000,000 PNC Bank, N.A. PNC Bank, N.A.
One PNC Plaza One PNC Plaza
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ T: (412) 762-6547
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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ABN AMRO Bank, $ 25,000,000 ABN AMRO Bank N.V. ABN AMRO Bank N.V.
N.V. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 208 South LaSalle St.,
St., Suite 1500 Suite 1500
Chicago, IL 60604-1003 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Loan Attn: Loan
Administration Administration
T: (▇▇▇) ▇▇▇-▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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Banca $ 25,000,000 Banca Commerciale Banca Commerciale
Commerciale Italiana Italiana
Italiana, New One ▇▇▇▇▇▇▇ Street ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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Barclays Bank PLC $ 25,000,000 Barclays Bank PLC Barclays Bank PLC
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇
Challenger-▇▇▇▇▇ Challenger-▇▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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The Fuji Bank, $ 25,000,000 The Fuji Bank, Ltd. - The Fuji Bank, Ltd. -
Ltd. - New York New York Branch New York Branch
Branch Two World Trade Center Two World Trade Center
New York, NY ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
10048-0042 Attn: Chigosa Tada
Attn: Chigosa Tada T: (▇▇▇) ▇▇▇-▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇ $ 25,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Bank USA World Financial Center World Financial Center
New York, NY ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
10281-1307 Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇
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San Paolo IMI $ 25,000,000 San Paolo IMI Bank San Paolo IMI Bank
Bank ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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Standard $ 25,000,000 Standard Chartered Standard Chartered Bank
Chartered Bank Bank 7 World Trade Center
▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇
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State Street $ 25,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and
Bank and Trust Trust Company Trust Company
Company 2 Avenue De Lafayette ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Ms. C. Attn: Ms. C. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, T: ▇▇▇▇▇, T: (617)
(▇▇▇) ▇▇▇-▇▇▇▇ 662-3677
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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UBS AG, Stamford $ 25,000,000 UBS AG, Stamford UBS AG, Stamford Branch
Branch Branch ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇
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▇▇▇▇▇ Fargo $ 25,000,000 ▇▇▇▇▇ Fargo Bank, ▇▇▇▇▇ Fargo Bank,
Bank, National National Association National Association
Association ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
T: (▇▇▇) ▇▇▇-▇▇▇▇ T: (▇▇▇) ▇▇▇-▇▇▇▇
F: (▇▇▇) ▇▇▇-▇▇▇▇ F: (▇▇▇) ▇▇▇-▇▇▇▇
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TOTAL OF $ 1,250,000,000
COMMITMENTS