Exhibit 99.30
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of December 19, 2002 among QUEST DIAGNOSTICS INCORPORATED, a Delaware
corporation (the "Borrower"), certain Subsidiaries of the Borrower, as
Guarantors (the "Guarantors"), the Lenders party hereto and BANK OF AMERICA,
N.A., as Administrative Agent for the Lenders (the "Administrative Agent").
Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Credit Agreement (as defined below).
RECITALS
WHEREAS, the Borrower, the Guarantors, the Lenders and the
Administrative Agent entered into that certain Credit Agreement dated as of June
21, 2002 (as amended by that certain First Amendment to Credit Agreement dated
as of September 20, 2002, as amended hereby and as the same may hereafter be
further amended, modified, supplemented or restated, the "Credit Agreement");
WHEREAS, the Credit Parties are requesting that the Lenders agree to
amend certain terms of the Credit Agreement in order to, among other things,
extend the Maturity Date; and
WHEREAS, the Lenders have agreed to such amendments, subject to the
conditions set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. Amendments to Credit Agreement.
(a) Existing Definitions. The following definitions set forth
in Section 1.1 of the Credit Agreement are amended and restated in
their entirety to read as follows:
"Base Rate Loan" means any Loan bearing interest at a
rate determined by reference to the Base Rate.
"Loan" or "Loans" means the Term Loans (or any
portion thereof) or the Additional Loan (or any portion
thereof), individually or collectively, as appropriate.
"Maturity Date" means (i) March 31, 2003 if the
Unilab Acquisition is not consummated on or prior to such date
or (ii) June 21, 2007 if the Unilab Acquisition is consummated
on or prior to March 31, 2003.
"Note" or "Notes" means the Term Notes and/or the
Additional Loan Notes, individually or collectively, as
appropriate.
"Required Lenders" means Lenders whose aggregate
Credit Exposure (as hereinafter defined) constitutes more than
50% of the Credit Exposure of all Lenders at such time;
provided, however, that if any Lender shall be a Defaulting
Lender at such time, then the aggregate Credit Exposure of
such Lender at such time shall be excluded from the
determination of Required Lenders. For purposes hereof, the
term "Credit Exposure" as applied to each Lender shall mean
(a) at any time prior to the Funding Date, the Term Loan
Commitment Percentage of such Lender multiplied by the Term
Loan Committed Amount and (b) on and after the Funding Date
the principal outstanding balance of the Loans of such Lender.
(b) New Definitions. The following definitions are added to
Section 1.1 of the Credit Agreement in the appropriate alphabetical
order to read as follows:
"Additional Loan" means, if made, the Additional Loan
made to the Borrower pursuant to Section 2.4.
"Additional Loan Notes" means the promissory notes of
the Borrower in favor of each applicable Lender evidencing the
Additional Loan, if made, provided pursuant to Section 2.4,
individually or collectively, as appropriate, as such
promissory notes may be amended, modified, supplemented,
extended, renewed or replaced from time to time and in a form
reasonably acceptable to the Administrative Agent.
(c) Term Loan. Section 2.1(a) of the Credit Agreement is
amended by deleting the parenthetical therein and by substituting the
following parenthetical in replacement therefor:
(collectively, the "Term Loans")
(d) Amortization. Section 2.1(e) of the Credit Agreement is
amended by deleting the Principal Amortization Payment Date and
corresponding Term Loan Principal Amortization Payment for December 31,
2002 and by increasing the Term Loan Principal Amortization Payment for
the Maturity Date from $56,250,000 to $73,125,000.
(e) Additional Loan. A new Section 2.4 is added to the Credit
Agreement to read as follows:
2.4 Additional Loan.
(a) Additional Loan. Prior to the Maturity
Date and upon at least 30 days' prior written notice
to the Administrative Agent, the Borrower shall have
the right, subject to the terms and conditions set
forth below, to borrow one additional term loan (the
"Additional Loan"); provided that (i)
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no Default or Event of Default shall exist either at
the time of the request or the making of the
Additional Loan (or will result from the making of
the Additional Loan), (ii) the Additional Loan shall
be in a minimum amount of $10,000,000 (and in
integral multiples of $1,000,000 in excess thereof),
(iii) the Additional Loan may only be made subsequent
to the date that is thirty (30) days after the
Funding Date, (iv) the Additional Loan shall be in a
maximum amount of the difference between $650,000,000
and the outstanding principal amount of the Term
Loans at the time of the making of the Additional
Loan, (v) the Additional Loan may, at the option of
the Borrower, be made by (A) one or more existing
Lenders; provided that no Lender shall be required to
make all or any portion of the Additional Loan
without its prior written consent (such consent to be
given in each Lender's sole discretion) and/or (B)
one or more institutions that are not existing
Lenders; provided that any such institution (x) shall
qualify as an Eligible Assignee and (y) shall become
a Lender under this Credit Agreement by execution and
delivery of an appropriate joinder agreement in a
manner acceptable to the Administrative Agent and the
Borrower, (vi) the conditions precedent set forth in
Section 5.2 shall have been satisfied, (vii) the
Borrower shall inform the Administrative Agent of the
funding date (which date shall be a Business Day) of
the Additional Loan, (viii) the Borrower shall
execute and deliver such Additional Loan Notes as
appropriate, (ix) the Borrower shall deliver such
certificates, opinions and other documentation as
reasonably requested by the Administrative Agent and
(x) Schedule 1.1(a) to the Credit Agreement shall be
amended to reflect the Additional Loan and the
Lenders making the Additional Loan.
(b) Pari Passu. The Additional Loan shall
constitute Credit Party Obligations and shall be pari
passu with the Term Loans.
(c) Funding. At least three Business Days
prior to the requested date of the funding of the
Additional Loan, the Borrower shall provide notice to
the Administrative Agent (and the Administrative
Agent shall provide a copy thereof to the Lenders)
certifying (i) the amount of the Additional Loan,
(ii) the Lenders making the Additional Loan and their
pro rata share thereof, (iii) whether the Additional
Loan will initially be a Base Rate Loan or a
Eurodollar Loan, (iv) if the Additional Loan is
initially a Eurodollar Loan, the Interest Period
applicable thereto, (v) the maturity date of the
Additional Loan, (vi) the amortization schedule of
the Additional Loan, (vii) that (A) no Default or
Event of Default exists and is continuing or will be
caused by the funding of the Additional Loan and (B)
the representations and warranties made by the Credit
Parties in any Credit Document are true and correct
in all material respects at and as if made as of such
date except to the extent they expressly and
exclusively relate to an earlier date. Each Lender
who agrees to make a portion of the Additional Loan
shall make its pro rata share of the Additional Loan
available to the Administrative Agent by 1:00 p.m. on
the date specified by the Borrower for the making of
the Additional
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Loan by deposit, in Dollars, of immediately available
funds at the Agency Services Address.
(d) Other Terms. If the Borrower requests
the Additional Loan, the Borrower, the Administrative
Agent and the Lenders who agree to make the
Additional Loan will agree at that time as to the
pricing, maturity and amortization of the Additional
Loan and such other terms concerning the Additional
Loan as appropriate. The Borrower agrees to enter
into any amendment to this Credit Agreement or any
other Credit Document to incorporate the Additional
Loan and the terms thereof. Each of the Lenders who
do not participate in the Additional Loan authorize
the Administrative Agent to enter into any such
amendment on their behalf as long as such amendment
only applies to the terms of the Additional Loan.
(f) Voluntary Prepayments. Section 3.3(a) of the Credit
Agreement is amended to change the reference to "Loans" in the first
sentence thereof to "Term Loans."
(g) Conditions to All Extensions of Credit. Section 5.3 of the
Credit Agreement is amended to change all references to "Loan" or
"Loans" to "Term Loan" or "Term Loans." It is understood and agreed
that Section 5.3 shall only apply to the making of the Term Loans.
(h) Assignments Prior to the Funding Date. Section 11.3(b) of
the Credit Agreement is amended by deleting subsection (v) thereof and
making the appropriate grammatical and punctuation changes thereto. It
is understood and agreed that any assignment entered into prior to the
date of this Amendment but not effective due to clause (v) of Section
11.3(b) shall be deemed effective as of the date such assignment was
executed.
(i) Amendments/Waivers. The penultimate paragraph of Section
11.6 of the Credit Agreement is amended by adding two sentences at the
end thereof to read as follows:
No provisions of Section 2.4 may be amended or
modified without the consent of the Lenders holding the
outstanding principal amount of the Additional Loan.
Notwithstanding anything in this Section 11.6 to the contrary,
the Administrative Agent, the Lenders making the Additional
Loan and the Borrower shall have the right to enter into an
amendment or amendments as set forth in, and consistent with,
Section 2.4(d) solely to incorporate the Additional Loan and
the terms thereof into the Credit Agreement and the other
Credit Documents and such amendment or amendments shall be
binding on all parties hereto.
(j) Commitment Percentages. Schedule 1.1(a) to the Credit
Agreement is amended and replaced by the Schedule 1.1(a) attached
hereto.
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2. Effectiveness; Conditions Precedent. This Amendment shall be deemed
to have become effective as of the date above written upon receipt by the
Administrative Agent of copies of this Amendment duly executed by the Credit
Parties and the Lenders.
3. Ratification of Credit Agreement. The term "Credit Agreement" as
used in each of the Credit Documents shall hereafter mean the Credit Agreement
as amended and modified by this Amendment. Except as herein specifically agreed,
the Credit Agreement, as amended by this Amendment, is hereby ratified and
confirmed and shall remain in full force and effect according to its terms. The
Credit Parties acknowledge and consent to the modifications set forth herein and
agree that this Amendment does not impair, reduce or limit any of their
obligations under the Credit Documents (including, without limitation, the
indemnity obligations set forth therein) and that this Amendment shall
constitute a Credit Document. Notwithstanding anything herein to the contrary
and without limiting the foregoing, each of the Guarantors reaffirms its
guaranty obligations set forth in the Credit Agreement.
4. Authority/Enforceability. Each of the Credit Parties represents and
warrants as follows:
(a) It has taken all necessary action to authorize the
execution, delivery and performance of this Amendment.
(b) This Amendment has been duly executed and delivered by
such Person and constitutes such Person's legal, valid and binding
obligations, enforceable in accordance with its terms, except as such
enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
(c) No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or governmental
authority or third party is required in connection with the execution,
delivery or performance by such Person of this Amendment.
(d) The execution and delivery of this Amendment does not
violate, contravene or conflict with any Requirement of Law applicable
to it or any of its Subsidiaries.
5. No Default. The Credit Parties represent and warrant to the Lenders
that after giving effect to this Amendment (a) the representations and
warranties of the Credit Parties set forth in Section 6 of the Credit Agreement
are true and correct as of the date hereof and (b) no event has occurred and is
continuing which constitutes a Default or an Event of Default.
6. Release. In consideration of entering into this Amendment, each of
the Credit Parties releases the Agents, the Lenders, and each Agent's and each
Lender's respective Affiliates, Subsidiaries, officers, employees,
representatives, agents, counsel and directors from any and all actions, causes
of action, claims, demands, damages and liabilities of whatever kind
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or nature, in law or in equity, now known or unknown, suspected or unsuspected
to the extent that any of the foregoing arises from any action or failure to act
with respect to the Credit Agreement or the other Credit Documents on or prior
to the date hereof.
7. Counterparts/Telecopy. This Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.
Delivery of executed counterparts of this Amendment by telecopy shall be
effective as an original and shall constitute a representation that an original
shall be delivered promptly upon request.
8. Entirety. This Amendment and the other Credit Documents embody the
entire agreement between the parties hereto and supersede all prior agreements
and understandings, oral or written, if any, relating to the subject matter
hereof.
9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
10. Venue; Jurisdiction; Waivers. The venue, jurisdiction, waiver of
jury trial and waiver of consequential damages provisions set forth in Sections
11.11 and 11.12 of the Credit Agreement are hereby incorporated by reference,
mutatis mutandis.
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Signature Page to
Second Amendment to
Quest Diagnostics Incorporated Credit Agreement
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered and this Amendment shall be
effective as of the date first above written.
BORROWER:
QUEST DIAGNOSTICS INCORPORATED,
A Delaware corporation
By:
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Name:
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Title:
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GUARANTORS:
QUEST DIAGNOSTICS HOLDINGS
INCORPORATED,
a Delaware corporation
QUEST DIAGNOSTICS CLINICAL
LABORATORIES, INC.,
a Delaware corporation
QUEST DIAGNOSTICS INCORPORATED,
a California corporation
QUEST DIAGNOSTICS INCORPORATED,
a Maryland corporation
QUEST DIAGNOSTICS INCORPORATED,
a Michigan corporation
QUEST DIAGNOSTICS OF PENNSYLVANIA, INC.,
a Delaware corporation
METWEST, INC.,
a Delaware corporation
▇▇▇▇▇▇▇ INSTITUTE DIAGNOSTICS,
a California corporation
DPD HOLDINGS, INC.,
a Delaware corporation
DIAGNOSTICS REFERENCE SERVICES INC.,
a Maryland corporation
Signature Page to
Second Amendment to
Quest Diagnostics Incorporated Credit Agreement
AMERICAN MEDICAL LABORATORIES,
INCORPORATED,
a Delaware corporation
AML INC.,
a Delaware corporation
QUEST DIAGNOSTICS INCORPORATED (NV),
a Nevada corporation
MEDICAL LABORATORIES CORPORATION
d/b/a AMERICAN MEDICAL LABORATORIES,
a Virginia corporation
QUEST DIAGNOSTICS LLC,
an Illinois limited liability company
QUEST DIAGNOSTICS LLC,
a Connecticut limited liability company
QUEST DIAGNOSTICS LLC,
a Massachusetts limited liability company
APL PROPERTIES, LLC,
a Nevada limited liability company
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
PATHOLOGY BUILDING PARTNERSHIP,
a Delaware general partnership
By: Quest Diagnostics Incorporated, a Maryland
corporation, its general partner
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
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Second Amendment to
Quest Diagnostics Incorporated Credit Agreement
LENDERS:
BANK OF AMERICA, N.A.,
individually in its capacity as a Lender and
in its capacity as Administrative Agent
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
ALLFIRST BANK
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
ALLIED IRISH BANK
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
BANK HAPOALIM B.M.
By:
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Name:
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Title:
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By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
THE GOVERNOR & COMPANY OF THE BANK OF IRELAND
By:
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Name:
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Title:
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By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
BANK LEUMI USA
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
THE BANK OF NEW YORK
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
BANK ONE, NA (MAIN OFFICE CHICAGO)
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
BAYERISCHE HYPO- UND VEREINSBANK AG,
NEW YORK BRANCH
By:
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Name:
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Title:
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By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
BNP PARIBAS
By:
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Name:
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Title:
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By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
▇▇▇▇▇ ▇▇▇ COMMERCIAL BANK, LTD.,
NEW YORK BRANCH
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
CHINATRUST COMMERCIAL BANK, LTD.,
NEW YORK BRANCH
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
CREDIT LYONNAIS NEW YORK BRANCH
By:
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Name:
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Title:
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Second Amendment to
Quest Diagnostics Incorporated Credit Agreement
DEUTSCHE BANK AG, NEW YORK BRANCH
By:
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Name:
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Title:
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By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
E. SUN COMMERCIAL BANK, LTD.,
LOS ANGELES BRANCH
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
FLEET NATIONAL BANK
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
GENERAL ELECTRIC CAPITAL CORPORATION
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
KEY CORPORATE CAPITAL INC.
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
LASALLE BANK NATIONAL ASSOCIATION
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORPORATION
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
MIZUHO CORPORATE BANK, LTD.
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
NATIONAL CITY BANK
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
THE NORINCHUKIN BANK, NEW YORK BRANCH
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
PB CAPITAL CORPORATION
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
PNC BANK, NATIONAL ASSOCIATION
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
SUMITOMO MITSUI BANKING CORPORATION
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
SUNTRUST BANK
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
UNION BANK OF CALIFORNIA, N.A.
By:
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Name:
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Title:
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Quest Diagnostics Incorporated Credit Agreement
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
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Title:
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SCHEDULE 1.1(a)
COMMITMENT PERCENTAGES
PRINCIPAL
TERM AMOUNT OF
LOAN TERM LOAN
LENDER COMMITMENT PERCENTAGE COMMITTED AMOUNT
------ --------------------- ----------------
BANK OF AMERICA, N.A. 4.444444444% $20,000,000
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ALLFIRST BANK 2.444444444% $11,000,000
Attn: ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
MC 101-745
▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ALLIED IRISH BANK 2.777777777% $12,500,000
Attn: ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
MC 101-745
▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
BANK HAPOALIM BM 1.111111111% $5,000,000
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
THE GOVERNOR & COMPANY OF THE BANK OF IRELAND 4.111111111% $18,500,000
Attn: ▇▇▇▇ ▇. ▇▇▇▇
La Touche House
IFSC
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇
PRINCIPAL
TERM AMOUNT OF
LOAN TERM LOAN
LENDER COMMITMENT PERCENTAGE COMMITTED AMOUNT
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BANK LEUMI USA 2.222222222% $10,000,000
Attn: ▇▇▇▇▇ ▇▇▇ Hong
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
THE BANK OF NEW YORK 4.166666666% $18,750,000
Attn: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
BANK ONE, NA (MAIN OFFICE CHICAGO) 5.555555555% $25,000,000
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
BAYERISCHE HYPOVEREINSBANK 3.777777777% $17,000,000
Attn: ▇▇▇▇▇ DePeresis
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
BNP PARIBAS 4.666666666% $21,000,000
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ COMMERCIAL BANK LTD. 2.222222222% $10,000,000
NEW YORK BRANCH
Attn: ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
CHINATRUST COMMERCIAL BANK LTD. 2.222222222% $10,000,000
NEW YORK BRANCH
Attn: ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
PRINCIPAL
TERM AMOUNT OF
LOAN TERM LOAN
LENDER COMMITMENT PERCENTAGE COMMITTED AMOUNT
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CREDIT LYONNAIS NEW YORK BRANCH 4.166666666% $18,750,000
Attn: ▇▇▇▇▇ ▇▇▇▇▇
Client Banking Services
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
DEUTSCHE BANK SECURITIES INC. 4.333333333% $19,500,000
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
E. SUN COMMERCIAL BANK, LTD. 2.222222222% $10,000,000
LOS ANGELES BRANCH
Attn: Teddy Mou
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FLEET NATIONAL BANK 4.166666666% $18,750,000
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GENERAL ELECTRIC CAPITAL CORPORATION 1.111111111% $5,000,000
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KEY CORPORATE CAPITAL INC. 4.666666666% $21,000,000
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LASALLE BANK NATIONAL ASSOCIATION 4.666666666% $21,000,000
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PRINCIPAL
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MIZUHO CORPORATE BANK, LTD. 0% $0
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1251 Avenue of the ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORPORATION 4.444444444% $20,000,000
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4 World Trade Financial ▇▇▇▇▇▇
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NATIONAL CITY BANK 3.333333333% $15,000,000
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THE NORINCHUKIN BANK, NEW YORK BRANCH 3.333333333% $15,000,000
Attn: Junya Morishita
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PB CAPITAL CORPORATION 4.888888888% $22,000,000
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PNC BANK, NATIONAL ASSOCIATION 4.166666666% $18,750,000
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F2-F070-21-1
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SUMITOMO MITSUI BANKING CORPORATION 3.777777777% $17,000,000
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PRINCIPAL
TERM AMOUNT OF
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SUNTRUST BANK 3.333333333% $15,000,000
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UNION BANK OF CALIFORNIA, N.A. 3.333333333% $15,000,000
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WACHOVIA BANK, NATIONAL ASSOCIATION 4.333333333% $19,500,000
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TOTAL 100% $450,000,000