EXHIBIT 10.1
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENTS
This First Amendment to Credit Agreements (herein, the "Amendment") is
entered into as of May 5, 1999, among ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corporation, a Delaware
corporation, the Guarantors party hereto, the Lenders party hereto, and Bank of
Montreal, as Administrative Agent for the Lenders, Bank of America National
Trust and Savings Association, as Documentation Agent and Bank of Montreal and
NationsBank ▇▇▇▇▇▇▇▇▇▇ Securities LLC (to become known as Banc of America
Securities LLC), as Lead Arrangers, Book Managers and Syndication Agents. All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the hereinafter defined Credit Agreements.
PRELIMINARY STATEMENTS
A. The Company, the Guarantors, the Lenders, the Administrative Agent,
the Documentation Agent and the Lead Arrangers, Book Managers and Syndication
Agents entered into a certain Five-Year Credit Agreement dated as of March 19,
1999 (herein, the "Five-Year Credit Agreement") and a certain 364-Day Credit
Agreement dated as of March 19, 1999 (the "364-Day Credit Agreement" and
together with the Five-Year Credit Agreement, the "Credit Agreements").
B. The Company has requested that the aggregate amount of credit made
available under the Credit Agreements be increased to $325,000,000, that certain
parties be added as Lenders, that certain Lenders be designated as Co-Agents
pursuant to Section 10 of each Credit Agreement, and that certain other
amendments be made to the Credit Agreements, and the Lenders are willing to do
so under the terms and conditions set forth in the Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. ADDITION OF NEW LENDERS.
On May 21, 1999, subject to the satisfaction of the conditions
precedent set forth in Section 3 below, the Credit Agreements shall be and
hereby are amended to add certain parties as Lenders thereunder as follows:
1.1. Those certain new lenders which have executed this
Amendment (collectively, the "New Lenders" and each individually, a
"New Lender") shall each be deemed a Lender signatory to each Credit
Agreement and shall have all the rights, benefits, duties and
obligations of a Lender under each Credit Agreement and the Loan
Documents. Accordingly, all references in each Credit Agreement and the
Loan Documents to the terms "Lender" and "Lenders" shall be deemed to
include, and be a reference to, the New Lenders. Any New Lender
designated as a Co-Agent on its
signature page hereto shall be deemed a "Co-Agent" appointed pursuant
to the terms of Section 10.7 of the Five-Year Credit Agreement and
Section 10.6 of the 364-Day Credit Agreement, it being understood that
such designation shall have no substantive effect and such Lender shall
have no additional powers, duties or responsibilities as a result
thereof other than its powers, duties and responsibilities as a Lender
under each Credit Agreement. Each New Lender agrees that it will
perform all of the duties and obligations which by the terms of each
Credit Agreement and the Loan Documents are required to be performed by
it as a Lender with a Commitment under each Credit Agreement as set
forth in Exhibits A-1 and A-2 attached hereto.
1.2 The address and lending office that appears on each New
Lender's signature page hereto shall be deemed to appear on such New
Lender's signature page to each Credit Agreement.
SECTION 2. AMENDMENTS.
On May 21, 1999, subject to the satisfaction of the conditions
precedent set forth in Section 3 below, the Credit Agreements shall be and
hereby are amended as follows:
2.1 The definition of "Commitments" in Section 1.1 of the
Five-Year Credit Agreement shall be amended and restated in its
entirety to read as follows:
"Commitments" means $195,000,000, as such amount may be
reduced from time to time pursuant hereto. The Commitment of
each Lender shall be the amount specified therefor on Exhibit
A attached hereto and made part hereof (as the same shall be
deemed amended after giving effect to the Assignment
Agreements referred to in Section 12.12 hereof), as reduced
from time to time pursuant hereto.
2.2 The definition of "Commitments" in Section 1.1 of the
364-Day Credit Agreement shall be amended and restated in its entirety
to read as follows:
"Commitments" means $130,000,000, as such amount may be
reduced from time to time pursuant hereto. The Commitment of
each Lender shall be the amount specified therefor on Exhibit
A attached hereto and made part hereof (as the same shall be
deemed amended after giving effect to the Assignment
Agreements referred to in Section 12.12 hereof), as reduced
from time to time pursuant hereto.
2.3 A definition of "Total Consideration" shall be added to
Section 1.1 of both Credit Agreements to read as follows:
"Total Consideration" means the total amount (but without
duplication) of (a) cash paid in connection with any
Acquisition,
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plus (b) indebtedness payable to the seller in connection
with such Acquisition, plus (c) the fair market value of any
equity securities, including any warrants or options
therefor, delivered in connection with any Acquisition, plus
(d) the amount of indebtedness assumed in connection with
such Acquisition.
2.4 Section 4.11 of the Five-Year Credit Agreement and
Section 4.10 of the 364-Day Credit Agreement shall be deleted in their
entirety and each shall be replaced with the following: "Intentionally
omitted"; and the parenthetical in clause (ii) of Section 12.13 of each
Credit Agreement referencing such Section shall be deleted in its
entirety.
2.5 The definition of "Agreement" in the 364-Day Credit
Agreement shall be amended by (i) deleting the word "Five-Year" and
(ii) inserting in lieu thereof the word "364-Day".
2.6 The definition of "Base Rate" in Section 1.1 of both
Credit Agreements shall be amended by (i) deleting the words "publicly
announced" from the first and second lines thereof and (ii) inserting
in lieu thereof the word "established".
2.7 Section 2.2 of each Credit Agreement shall be amended by
(i) inserting "in U.S. Dollars" after the phrase "form of loans" in the
first sentence thereof, and (ii) adding at the end thereof the
following:
"In the event that any Note held by any Lender is lost,
stolen, destroyed or mutilated, the Company hereby agrees to
execute and deliver a new Note payable to such Lender as a
replacement therefor in the same principal amount and
otherwise of like tenor upon receipt by the Company of (i) in
the case of any loss, theft, or destruction, an affidavit
executed by such Lender stating under oath that such Note has
been lost, stolen, or destroyed, as the case may be, and an
indemnity indemnifying the Company and the Administrative
Agent for any losses as a result thereof (in form and
substance satisfactory to the Company and the Administrative
Agent), or (ii) such mutilated Note."
2.8 Section 2.3(a) of the Five-Year Credit Agreement shall be
amended by (i) adding "in U.S. Dollars or any Available Foreign
Currency" after the phrase "Affiliates of the Company" in the first
sentence thereof, (ii) deleting the proviso in the first sentence
thereof and inserting in lieu thereof the following: "provided that the
U.S. Dollar Equivalent of all Letters of Credit issued in any Available
Foreign Currency, when taken together with the amount of all
outstanding Loans and U.S. Dollar-denominated Letters of Credit, shall
not exceed the Commitments then in effect" and (iii) adding a new
sentence at the end thereof to read as follows:
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"In the event that collections are received by the Issuing
Bank in connection with any such Letter of Credit, such
collections shall be applied ratably between the Issuing Bank
in its individual capacity and the Lenders hereunder based
upon the percentages established under clause (ii) above."
2.9 Section 2.3(d) of the Five-Year Credit Agreement shall be
amended by deleting clause (ii) from the last sentence thereof, and
inserting in lieu thereof the following: "(ii) the date which is 30
days prior to the date it notifies the Company of the imposition giving
rise to the request for compensation if the Company is notified of such
imposition within 30 days of the effective date of such imposition."
2.10 Section 3.9 of both Credit Agreements shall be amended by
deleting clause (ii) from the last sentence thereof, and inserting in
lieu thereof the following: "(ii) the date which is 30 days prior to
the date it notifies the Company of the adoption or change giving rise
to the request for compensation if the Company is notified of such
adoption or change within 30 days of the effective date of such
adoption or change."
2.11 Section 4.9 of the Five-Year Credit Agreement and Section
4.8 of the 364-Day Credit Agreement shall be amended by deleting clause
(ii) from the penultimate sentence thereof, and inserting in lieu
thereof the following: "(ii) the date which 30 days prior to the date
such Lender notifies the Company of the Change giving rise to the
request for compensation if the Company is notified of such Change
within 30 days of the effective date of such Change."
2.12 Sections 8.9(a)(i) and 8.9(b)(i) of the Five-Year Credit
Agreement shall be amended and restated in their entirety as follows:
"any and all indebtedness owing to (A) the Issuing Banks and
the Lenders under the Loan Documents and (B) the Lenders
under the Loan Documents (as such terms are defined in the
364-Day Credit Agreement);".
2.13 Sections 8.9(a)(i) and 8.9(b)(i) of the 364-Day Credit
Agreement shall be amended and restated in their entirety to read as
follows:
"any and all indebtedness owing to (A) the Lenders under the
Loan Documents and (B) the Lenders and Issuing Banks under
the Loan Documents (as such terms are defined in the Five-
Year Credit Agreement);".
2.14 Section 8.10(f)(ii) of each Credit Agreement shall be
amended by deleting the word "or" appearing between clauses (i) and
(ii) thereof and inserting the word "and" in lieu thereof.
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2.15 Section 8.10(m) of each Credit Agreement shall be amended
by adding at the end thereof the following parenthetical phrase:
"(investments permitted under clause (m)(i) above shall be included in
computing compliance with this clause (m)(ii))".
2.16 Sections 9.1(j) and (k) of both Credit Agreements shall
be amended by adding ", any Guarantor" after the words "the Company" in
the first line of each subsection and in the fourth and seventh lines
of subsection (j).
2.17 Section 12.10 of each Credit Agreement shall be amended
by inserting at the end of the parenthetical phrase appearing in the
second sentence thereof the following: "and including all reasonable
costs and expenses arising out of or incurred in connection with any
bankruptcy or insolvency proceeding of the Company or any of its
Subsidiaries".
2.18 Section 12.12(a) of the Five-Year Credit Agreement shall
be amended by adding at the end of clause (iii) thereof the following:
"provided, however, that if any assigning Lender makes a simultaneous
assignment under the 364-Day Credit Agreement to the same assignee,
then such assigning Lender must pay an aggregate fee of $3,500 under
this Agreement and the 364-Day Credit Agreement."
2.19 Section 12.12(a) of the 364-Day Credit Agreement shall be
amended by adding at the end of clause (iii) thereof the following:
"provided, however, that if any assigning Lender makes a simultaneous
assignment under the Five-Year Credit Agreement to the same assignee,
then such assigning Lender must pay an aggregate fee of $3,500 under
this Agreement and the Five-Year Credit Agreement."
2.20 Exhibit A to the Five-Year Credit Agreement shall be
deleted and a new Exhibit A shall be inserted in the form of Exhibit
A-1 attached hereto.
2.21 Exhibit A to the 364-Day Credit Agreement shall be
deleted and a new Exhibit A shall be inserted in the form of Exhibit
A-2 attached hereto.
2.22 Section 6 of Exhibit D to both Credit Agreements shall be
amended by adding at the end thereof the following:
"; provided that the Assignor shall retain the benefit of all
indemnities of the Company under the terms of, and subject to
the limitations set forth in, the Loan Documents with respect
to matters arising prior to the Effective Date."
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SECTION 3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
3.1. The Company, the Guarantors, the Administrative Agent,
the Documentation Agent, the Lead Arrangers, Book Managers and
Syndication Agents and each of the Lenders shall have executed and
delivered this Amendment.
3.2. The Administrative Agent shall have received for each of
the Lenders replacement Notes evidencing the Loans made or to be made
by such Lenders in the amounts set forth on Exhibits A-1 and A-2
attached hereto.
3.3. The Administrative Agent shall have received for each
Lender the favorable written opinion of counsel to the Company and its
Guarantors, in form and substance reasonably satisfactory to the
Administrative Agent and Documentation Agent and their counsel.
3.4. Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Administrative Agent and
Documentation Agent and their counsel.
SECTION 4. EQUALIZATION OF OUTSTANDING LOANS.
On May 21, 1999, the Borrower shall be deemed to have irrevocably
requested a Borrowing of Loans under each Credit Agreement from the Lenders in
an amount equal to the Loans then outstanding under such Credit Agreements, and
each Lender hereby irrevocably agrees to fund to the Administrative Agent its
ratable share of the outstanding Loans on such date, whether or not the
conditions of Section 7 of the relevant Credit Agreement have been satisfied. If
notwithstanding the foregoing any Lender is unable to make its Loans to the
Borrower on May 21, 1999, such Lender hereby irrevocably agrees that it shall,
by the time and in the manner such Loan was to have been funded to the
Administrative Agent, purchase ratably from Bank of Montreal and Bank of America
National Trust and Savings Association an undivided participating interest in
its ratable share of the outstanding Loans. Each Lender that so purchases a
participation in the Loans shall thereafter be entitled to receive its ratable
share of each payment of principal received on such Loans and of interest
received thereon accruing from the date such Lender funded to the Administrative
Agent its participation in such Loans. The obligation of the Lenders to Bank of
Montreal and Bank of America National Trust and Savings Association shall be
absolute and unconditional and shall not be affected or impaired by any Default
or Event of Default which may be occurring under any Credit Agreement. For the
purposes of this paragraph, a Lender's "ratable share" shall be based upon the
Commitment amounts under the relevant Credit Agreements as set forth on Exhibits
A-1 and A-2 hereto.
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SECTION 5. REPRESENTATIONS.
In order to induce the Lenders to execute and deliver this Amendment,
the Company hereby represents to the Lenders and the Administrative Agent,
Documentation Agent, Lead Arrangers, Book Managers, and Syndication Agents that
as of the date hereof the representations and warranties set forth in Section 6
of each Credit Agreement are and shall be and remain true and correct (except
that the representations contained in Section 6.4 shall be deemed to refer to
the most recent financial statements of the Company delivered to the Lenders)
and the Company and its Subsidiaries are in compliance with the terms and
conditions of the Credit Agreements and the other Loan Documents and no Default
or Event of Default has occurred and is continuing or shall result after giving
effect to this Amendment.
SECTION 6. MISCELLANEOUS.
6.1 Except as specifically amended herein, each Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in any Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to any Credit Agreement, any reference in any of such items to a
Credit Agreement being sufficient to refer to such Credit Agreement as amended
hereby.
6.2 By signing below, each Lender hereby (i) confirms that it has
received a copy of each Credit Agreement, together with copies of the most
recent financial statements delivered to the Lenders pursuant to the terms
thereof and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Amendment; (ii)
agrees that it will, independently and without reliance upon the Administrative
Agent Documentation Agent, Lead Arrangers, Book Managers or Syndication Agents
or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under each Credit Agreement; (iii) appoints and authorizes the
Administrative Agent to take such action as Administrative Agent on its behalf
and to exercise such powers under each Credit Agreement and the other Loan
Documents as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; and (iv) agrees
that it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Agreement and the other Loan Documents are required
to be performed by it as a Lender.
6.3 The Company agrees to pay on demand all costs and expenses of or
incurred by the Administrative Agent in connection with the negotiation,
preparation, execution, and delivery of this Amendment and the other instruments
and documents to be executed and delivered in connection herewith, including the
fees and expenses of counsel for the Administrative Agent.
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6.4 This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
[SIGNATURE PAGES TO FOLLOW]
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This First Amendment to Credit Agreement is dated as of the date and
year first above written.
"COMPANY"
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CORPORATION, a
Delaware corporation
By /s/
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Name
---------------------------
Title
--------------------------
"GUARANTORS"
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CORPORATION, an
Ohio corporation
By /s/
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Name
---------------------------
Title
--------------------------
WASHINGTON CONTRACTORS GROUP, INC.,
a Montana corporation
By /s/
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Name
---------------------------
Title
--------------------------
Accepted and agreed to as of the day and year first above written.
BANK OF MONTREAL, individually as a
Lender and as Administrative
Agent and as a Lead Arranger,
Book Manager and Syndication
Agent
By /s/
-------------------------------
Name
---------------------------
Title
--------------------------
S-1
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, individually
as a Lender and as Documentation
Agent
By /s/
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Managing Director
S-2
NATIONSBANC ▇▇▇▇▇▇▇▇▇▇ SECURITIES
LLC (to become known AS BANC OF
AMERICA SECURITIES LLC), as a Lead
Arranger, Book Manager and
Syndication Agent
By /s/
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇
Managing Director
S-3
ARAB BANKING CORPORATION (B.S.C.)
By /s/
---------------------------------
Name
-----------------------------
Title
----------------------------
Mailing Address:
Arab Banking Corp.
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office:
Arab Banking Corp. (Grand Cayman)
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Attention: ▇. ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
S-4
BANKBOSTON N.A.
By /s/
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Director
Mailing Address:
BankBoston N.A.
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office:
BankBoston N.A.
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Attention: ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
S-5
BANQUE NATIONALE DE PARIS,
individually as a Lender and as
Co-Agent
By /s/
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Name
----------------------
Title
----------------------
By /s/
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Name
-----------------------
Title
----------------------
Mailing Address:
Banque Nationale de Paris
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Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office:
Banque Nationale de Paris
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Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
S-6
COMERICA WEST INCORPORATED
By /s/
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Account Officer
Mailing Address:
Comerica West Incorporated
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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office:
Comerica West Incorporated
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Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
S-7
CREDIT AGRICOLE INDOSUEZ,
individually as a Lender and as
Co-Agent
By /s/
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Name
-----------------------
Title
----------------------
Mailing Address:
Credit Agricole Indosuez
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇▇
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Attention: ▇▇▇▇▇ Kokamc
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office:
Credit Agricole Indosuez
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
S-8
THE FIRST NATIONAL BANK OF CHICAGO,
individually as a Lender and as
Co-Agent
By /s/
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Name
-----------------------
Title
----------------------
Mailing Address:
The First National Bank of Chicago
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▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office:
The First National Bank of Chicago
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Attention: ▇▇▇▇▇▇▇ Driver
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
S-9
FIRST SECURITY BANK, N.A.,
individually as a Lender and as
Co-Agent
By /s/
---------------------------
▇▇▇▇▇ ▇. Riga
Vice President
Mailing Address:
First Security Bank, N.A.
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▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. Riga
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office:
First Security Bank, N.A.
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
S-10
FLEET NATIONAL BANK
By /s/
---------------------------
Name
Title
Mailing Address:
Fleet National Bank
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office:
Fleet National Bank
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
S-11
THE FUJI BANK, LIMITED
By /s/
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Name
-------------------------
Title
------------------------
Mailing Address:
The Fuji Bank, Limited
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office:
The Fuji Bank, Limited
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Attention: ▇▇▇▇▇▇ ▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
S-12
KBC BANK N.V.
By /s/
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Name
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Title
------------------------
By /s/
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Name
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Title
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Mailing Address:
KBC Bank N.V., Los Angeles
Representative ▇▇▇▇▇▇
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office:
KBC Bank N.V.
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
S-13
NATEXIS BANQUE - BFCE
By /s/
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Name
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Title
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Mailing Address:
Natexis Banque-BFCE
Los Angeles Representative ▇▇▇▇▇▇
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Attention: ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office:
NATEXIS Banque-BFCE
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Attention:
---------------------
Telephone:
---------------------
Telecopy:
----------------------
S-14
THE SUMITOMO BANK, LIMITED
By /s/
-----------------------------
Name
-------------------------
Title
------------------------
Mailing Address:
The Sumitomo Bank, Limited
Seattle Representative ▇▇▇▇▇▇
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Attention: ▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office:
The Sumitomo Bank, Limited
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, N.A.,
individually as a Lender and as
Co-Agent
By /s/
-----------------------------
Name
-------------------------
Title
------------------------
Mailing Address:
Union Bank of California, N.A.
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office:
Union Bank of California, N.A.
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
S-16
U.S. BANK NATIONAL ASSOCIATION,
individually as a Lender and as
Co-Agent
By /s/
------------------------------
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Vice President
Mailing Address:
U.S. Bank National Association
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Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office:
U.S. Bank National Association
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Attention: ▇▇▇▇▇ ▇'▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
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FIVE-YEAR CREDIT AGREEMENT
AGGREGATE COMMITMENTS
NAME OF LENDER COMMITMENT
Bank of Montreal $ 24,000,000
Bank of America National Trust and Savings Association $ 24,000,000
Arab Banking Corporation (B.S.C.) $ 9,000,000
BankBoston N.A $ 9,000,000
Banque Nationale de Paris $ 13,200,000
Comerica West Incorporated $ 6,000,000
Credit Agricole Indosuez $ 13,200,000
The First National Bank of Chicago $ 13,200,000
First Security Bank, N.A $ 13,200,000
Fleet National Bank $ 10,800,000
The Fuji Bank, Limited $ 9,000,000
KBC Bank N.V $ 9,000,000
NATEXIS Banque - BFCE $ 6,000,000
The Sumitomo Bank, Limited $ 9,000,000
Union Bank of California, N.A $ 13,200,000
U.S. Bank National Association $ 13,200,000
TOTAL $195,000,000
EXHIBIT A-2
364-DAY CREDIT AGREEMENT
AGGREGATE COMMITMENTS
NAME OF LENDER COMMITMENT
Bank of Montreal $ 16,000,000
Bank of America National Trust and Savings Association $ 16,000,000
Arab Banking Corporation (B.S.C.) $ 6,000,000
BankBoston N.A $ 6,000,000
Banque Nationale de Paris $ 8,800,000
Comerica West Incorporated $ 4,000,000
Credit Agricole Indosuez $ 8,800,000
The First National Bank of Chicago $ 8,800,000
First Security Bank, N.A $ 8,800,000
Fleet National Bank $ 7,200,000
The Fuji Bank, Limited $ 6,000,000
KBC Bank N.V $ 6,000,000
NATEXIS Banque - BFCE $ 4,000,000
The Sumitomo Bank, Limited $ 6,000,000
Union Bank of California, N.A $ 8,800,000
U.S. Bank National Association $ 8,800,000
TOTAL $130,000,000