FIRST AMENDMENT
FIRST AMENDMENT, dated as of February 13, 1995
(this "Amendment"), among PHILLIPS-VAN HEUSEN CORPORATION
(the "Borrower"), the financial institutions party to the
Credit Agreement referred to below on the date hereof and
immediately before giving effect to this Amendment (the
"Existing Banks"), BANKERS TRUST COMPANY, as agent (in such
capacity, the "Agent") for the Banks, each of the lenders
listed on Schedule A hereto (the "New Banks"), CORESTATES
BANK, N.A. (the "Replaced Bank") and THE FIRST NATIONAL BANK
OF BOSTON (the "Replacement Bank"). All capitalized terms
used herein and not otherwise defined shall have the meanings
specified in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Existing Banks and the
Agent are parties to the Credit Agreement, dated as of
December 16, 1993 (as modified, supplemented or amended prior
to the date hereof, the "Credit Agreement");
WHEREAS, the Replacement Bank will replace the
Replaced Bank under the Credit Agreement, and the Replaced
Bank will cease to be a Letter of Credit Issuer under the
Credit Agreement;
WHEREAS, the Borrower has entered into an Asset
Sale Agreement, dated as of January 24, 1995, among Crystal
Brands, Inc. ("Crystal Brands"), Crystal Apparel, Inc., Gant
Corporation, Crystal Sales, Inc., Eagle Shirtmakers, Inc.,
Crystal Brands (Hong Kong) Limited and the Borrower (the
"Asset Sale Agreement") relating to the acquisition by the
Borrower of the Apparel Group of Crystal Brands (the
"Acquisition");
WHEREAS, in connection with the Acquisition, the
Borrower desires to add the New Banks as Banks under the
Credit Agreement and to make certain modifications to the
Credit Agreement;
WHEREAS, in connection with the Acquisition,
certain trade letters of credit issued by Citibank, N.A. for
the account of the Apparel Group of Crystal Brands will cease
to be for the account of Crystal Brands and the reimbursement
obligations with respect thereto will be assumed by the
Borrower, and the Borrower, Citibank, N.A., and the other
parties hereto desire that such letters of credit become
Trade Letters of Credit under the Credit Agreement;
WHEREAS, subject to the terms and conditions
hereof, the parties hereto desire to amend the Credit
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual
premises contained herein and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:
I. Addition of Replacement Bank. On and after
the Part I Amendment Effective Date (as defined below), the
following amendments and modifications to the Credit
Agreement shall be effective:
1. The Replaced Bank hereby sells and assigns to
the Replacement Bank without recourse and without
representation or warranty (other than as expressly
provided herein), and the Replacement Bank hereby
purchases and assumes from the Replaced Bank, all rights
and obligations with respect to the Revolving Commitment
of the Replaced Bank and all rights and obligations with
respect to the Letter of Credit Commitment of the
Replaced Bank. On and after the Part I Amendment
Effective Date, the Replaced Bank's Revolving Commitment
and Letter of Credit Commitment will be zero and the
Replacement Bank's Revolving Commitment and Letter of
Credit Commitment will be as set forth in Schedule B
hereto.
2. On and after the Part I Amendment Effective
Date, the Credit Agreement shall be amended by deleting
Schedule I thereto in its entirety and by inserting in
lieu thereof a new Schedule I in the form of Schedule B
attached hereto. Promptly after the Part I Amendment
Effective Date, the Borrower will issue a new Note to
the Replacement Bank, dated the Part I Amendment
Effective Date, and the Replaced Bank will return its
Note to the Borrower.
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3. On and after the Part I Amendment Effective
Date, Schedule II to the Credit Agreement shall be
amended by deleting such Schedule in its entirety and
inserting in lieu thereof a new Schedule II in the form
of Schedule C hereto. The address of the Replacement
Bank shall be as set forth on Schedule C hereto, or at
such other address as the Replacement Bank may hereafter
notify the other parties to the Credit Agreement in
writing.
4. On and after the Part I Amendment Effective
Date, Schedule IX to the Credit Agreement shall be
amended by deleting such Schedule in its entirety and
inserting in lieu thereof a new Schedule IX in the form
of Schedule D hereto.
5. The Replaced Bank (i) represents and warrants
that it is the legal and beneficial owner of the
interest being sold and assigned by it hereunder and
that such interest is free and clear of any adverse
claim; (ii) makes no representation or warranty and
assumes no responsibility with respect to any
statements, warranties or representations made in or in
connection with the Credit Agreement or the other Credit
Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the
Credit Agreement or the other Credit Documents or any
other instrument or document furnished pursuant thereto;
and (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial
condition of the Borrower or any of its Subsidiaries or
the performance or observance by the Borrower of any of
its obligations under the Credit Agreement or the other
Credit Documents to which they are a party or any other
instrument or document furnished pursuant thereto.
6. The Replacement Bank (i) confirms that it has
received a copy of the Credit Agreement and the other
Credit Documents, together with copies of the financial
statements referred to therein 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 Agent, the Existing Banks, the
Replaced Bank or any other Bank 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 the Credit
Agreement; (iii) confirms that it is an Eligible
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Transferee; (iv) appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise
such powers under the Credit Agreement and the other
Credit Documents as are delegated to the Agent by the
terms thereof, together with such powers as are
reasonably incidental thereto; and (v) agrees that it
will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement
are required to be performed by it as a Bank.
7. On the Part I Amendment Effective Date, (x) the
Replacement Bank shall acquire all of the Commitment and
outstanding Loans of, and participations in Letters of
Credit by, the Replaced Bank and, in connection
therewith, shall pay to the Replaced Bank in respect
thereof an amount equal to the sum of (a) an amount
equal to the principal of, and all accrued but unpaid
interest on, all outstanding Loans of the Replaced Bank,
and (b) an amount equal to such Replaced Bank's Letter
of Credit Percentage of all Unpaid Drawings that have
been funded by the Replaced Bank, together with all then
unpaid interest with respect thereto at such time and
(y) the Borrower shall pay to the Replaced Bank all
accrued but unpaid Fees payable to the Replaced Bank.
Upon the Part I Amendment Effective Date, the payment of
amounts referred to in clauses (x) and (y) above and
delivery to the Replacement Bank of the appropriate Note
executed by the Borrower, the Replacement Bank shall
become a Bank under the Credit Agreement and the
Replaced Bank shall cease to constitute a Bank
thereunder, except with respect to indemnification
provisions under the Credit Agreement, which shall
survive as to the Replaced Bank.
8. On and after the Part I Amendment Effective
Date, all Letters of Credit issued by the Replaced Bank
will (i) cease to be Letters of Credit under the Credit
Agreement, (ii) cease to be participated in by the Banks
and (iii) be governed by and subject to the terms of an
agreement or agreements to be entered into by the
Replaced Bank and the Borrower.
II. Consummation of the Acquisition. On and after
the Part II Amendment Effective Date (as defined below), the
following amendments and modifications to the Credit
Agreement shall be effective:
1. On and as of the Part II Amendment Effective
Date, each of the New Banks hereby assumes a Revolving
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Commitment and a Letter of Credit Commitment in an amount set
forth opposite such Bank's name on Schedule E hereto.
2. On the Part II Amendment Effective Date, the
Credit Agreement shall be further amended by deleting
Schedule I thereto in its entirety and by inserting in lieu
thereof a new Schedule I in the form of Schedule E attached
hereto. Promptly after the Part II Amendment Effective Date,
the Borrower will issue an appropriate Note to each Bank in
conformity with the requirements of Section 1.06 of the
Credit Agreement (which Notes shall be in exchange for the
Notes currently held by the Banks in the case of each Bank
other than the New Banks).
3. On and after the Part II Amendment Effective
Date, Schedule II to the Credit Agreement shall be amended by
deleting such Schedule in its entirety and inserting in lieu
thereof a new Schedule II in the form of Schedule F hereto.
The address of each New Bank shall be as set forth on
Schedule F hereto, or at such other address as any New Bank
may hereafter notify the other parties to the Credit
Agreement in writing.
4. Each of the New Banks (i) confirms that it has
received a copy of the Credit Agreement and the other Credit
Documents, together with copies of the financial statements
referred to therein 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 Agent,
the Existing Banks or any other Bank 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 the Credit Agreement; (iii) appoints
and authorizes the Agent to take such action as agent on its
behalf and to exercise such powers under the Credit Agreement
and the other Credit Documents as are delegated to the 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 are required to be
performed by it as a Bank.
5. On the Part II Amendment Effective Date, (i)
each New Bank shall become a "Bank" under, and for all
purposes of, the Credit Agreement and the other Credit
Documents, (ii) the Borrower shall pay to all Banks all
accrued but unpaid Fees and (iii) the Borrower shall repay
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and reborrow all Loans such that all Loans are owing to the
Banks (including the New Banks) on a pro rata basis after
giving effect to the Commitments of the New Banks.
6. Section 2.01(b) of the Credit Agreement is
hereby amended by deleting the reference to "5,000,000" found
on the seventh line thereof and inserting in lieu thereof the
following new number:
"$8,000,000."
7. Section 10 of the Credit Agreement is hereby
amended by deleting the definition of "Maturity Date" found
therein in its entirety and inserting in lieu thereof the
following new definition:
"'Maturity Date' shall mean February 13, 1999."
8. Section 10 of the Credit Agreement is hereby
amended by deleting the reference to "$5,000,000" found on
the fifth line of the proviso in the definition of "Standby
Letter of Credit" therein and inserting in lieu thereof the
following new number:
"$8,000,000."
9. Section 10 of the Credit Agreement is hereby
amended by deleting the definition of "Available Total
Revolving Commitment" in its entirety and inserting in lieu
thereof the following new definition in appropriate
alphabetical order:
"'Available Total Revolving Commitment' shall
mean (i) for the period from and including October
16 to and including June 30 of each year, the
lesser of (x) the Total Revolving Commitment and
(y) $185,000,000, and (ii) for the period from and
including July 1 to and including October 15 of
each year, the Total Revolving Commitment."
10. On and after the Part II Amendment Effective
Date, Schedule IX to the Credit Agreement shall be further
amended by deleting such Schedule in its entirety and
inserting in lieu thereof a new Schedule IX in the form of
Schedule G hereto.
11. The parties hereto agree that on and as of the
Part II Amendment Effective Date all trade letters of credit
issued by Citibank, N.A. for the account of the Apparel Group
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of Crystal Brands, to the extent outstanding on such date and
reimbursement obligations with respect to which are assumed
by the Borrower pursuant to the Asset Sale Agreement,
including any extension or renewal thereof, shall constitute
a "Letter of Credit" and a "Trade Letter of Credit" for all
purposes of the Credit Agreement, issued, for purposes of
Section 2.03(a) thereof, on the Part II Amendment Effective
Date. The Borrower represents and warrants that (i) the
aggregate stated amount of all such trade letters of credit
does not exceed $40,000,000 and (ii) all such letters of
credit would be permitted to be issued under the Credit
Agreement on the Part II Amendment Effective Date after
giving effect to this Amendment. Within two Business Days
following the Part II Amendment Effective Date, the Borrower
shall deliver to the Agent and each of the Banks a schedule
setting forth all of such trade letters of credit.
III. Miscellaneous Provisions.
1. The provisions of Part I hereof shall become
effective on the date (the "Part I Amendment Effective Date")
on which the Borrower, each of the Existing Banks (including
the Replaced Bank) and the Replacement Bank shall have
executed and delivered a counterpart of this Amendment.
2. Subject to the last sentence of this Section
III(2), the provisions of Part II of this Amendment shall
become effective on the date (the "Part II Amendment
Effective Date") upon the occurrence of the following:
(a) the Part I Amendment Effective Date shall have
occurred, and each of the New Banks shall have executed
and delivered a counterpart of this Amendment;
(b) the execution and delivery of new Notes to
each of the Banks, dated the Part II Amendment Effective
Date;
(c) prior to or contemporaneously with the
occurrence of the Part II Amendment Effective Date, the
Borrower shall have consummated the Acquisition and
delivered to the Agent a certificate of an officer of
the Borrower certifying such;
(d) the receipt by the Agent of a legal opinion
from counsel to the Borrower satisfactory in form and
substance to the Agent;
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(e) the receipt by the Agent of a certificate of
an officer of the Borrower certifying that after giving
effect to this Amendment no Default or Event of Default
exists and all representations and warranties contained
in the Credit Agreement and in the other Credit
Documents are true and correct in all material respects;
and
(f) the receipt by the Agent of such other certi-
ficates and documents as it shall reasonably request.
Notwithstanding the foregoing, if for any reason the Part II
Amendment Effective Date shall not occur by February 28,
1995, then Part II of this Amendment will not thereafter
become effective without the prior written consent of each
Existing Bank, the Replacement Bank and the New Banks.
3. Except as expressly amended hereby, the terms
and conditions of the Credit Agreement shall remain unchanged
and in full force and effect.
4. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together
constitute one and the same instrument.
5. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused
their duly authorized officers to execute and deliver this
Amendment as of the date first above written.
PHILLIPS-VAN HEUSEN CORPORATION
By
Title:
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BANKERS TRUST COMPANY,
Individually, and as Agent
By
Title:
THE CHASE MANHATTAN BANK, N.A.
By
Title:
CITIBANK, N.A.
By
Title:
THE BANK OF NEW YORK
By
Title:
CHEMICAL BANK
By
Title:
CORESTATES BANK, N.A.
By
Title:
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THE FIRST NATIONAL BANK OF BOSTON
By
Title:
CIBC, INC.
By
Title:
UNION BANK
By
Title:
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SCHEDULE A
to
First Amendment
NEW BANKS
CIBC, Inc.
Union Bank
SCHEDULE B
to
First Amendment
COMMITMENTS
Revolving Letter of Credit
Bank Commitment Commitment
BANKERS TRUST COMPANY $16,666,666.65 $25,000,000.00
THE BANK OF NEW YORK $16,666,666.65 $25,000,000.00
THE CHASE MANHATTAN
BANK, N.A. $16,666,666.65 $25,000,000.00
CHEMICAL BANK $16,666,666.65 $25,000,000.00
CITIBANK, N.A. $16,666,666.65 $25,000,000.00
THE FIRST NATIONAL
BANK OF BOSTON $16,666,666.65 $25,000,000.00
Total $100,000,000.00 $150,000,000.00
SCHEDULE C
to
First Amendment
APPLICABLE LENDING OFFICES
Base Rate CD Rate
Bank Lending Office Lending Office
Bankers Trust Bankers Trust Company Bankers Trust Company
Company 130 Liberty Street 130 Liberty Street
New York, N.Y. 10006 New York, N.Y. 10006
Fax: (201) 250-1530 Fax: (212) 250-1530
Attn: Priscilla Newbury Attn: Priscilla Newbury
with a copy to: with a copy to:
Frank Russo Frank Russo
Eurodollar Letter of Credit
Lending Office Payment Office
Bankers Trust Company Bankers Trust Company
130 Liberty Street 130 Liberty Street
New York, N.Y. 10006 New York, N.Y. 10006
Fax: (201) 250-1530 Fax: (212) 250-1530
Attn: Priscilla Newbury Attn: Priscilla Newbury
with a copy to: with a copy to:
Frank Russo Frank Russo
Base Rate CD Rate
Bank Lending Office Lending Office
The Bank of The Bank of New York The Bank of New York
New York 530 Fifth Avenue 530 Fifth Avenue
New York, N.Y. 10036 New York, N.Y. 10036
Fax: (212) 852-4252 Fax: (212) 852-4252
Attn: Joanne M. Collett Attn: Joanne M. Collett
with a copy to: with a copy to:
Diana Rivera Diane Rivera
Eurodollar Letter of Credit
Lending Office Payment Office
The Bank of New York The Bank of New York
530 Fifth Avenue 530 Fifth Avenue
New York, N.Y. 10036 New York, N.Y. 10036
Fax: (212) 852-4252 Fax: (212) 852-4252
Attn: Joanne M. Collett Attn: Joanne M. Collett
with a copy to: with a copy to:
Diana Rivera Sal Calvera (Standby
Letters of Credit) or
Ivan Hernandez (Trade
Letters of Credit)
SCHEDULE C
Base Rate CD Rate
Bank Lending Office Lending Office
The Chase Chase Manhattan Bank, Chase Manhattan Bank,
Manhattan N.A. N.A.
Bank, N.A. One Chase Manhattan One Chase Manhattan
Plaza Plaza
New York, N.Y. 10081 New York, N.Y. 10081
Fax: (212) 552-7075 Fax: (212) 552-7075
Attn: Ellen Gertzog Attn: Ellen Gertzog
with a copy to: with a copy to:
Elizabeth Iacoviello Elizabeth Iacoviello
Two Chase Manhattan Plaza Two Chase Manhattan Plaza
New York, NY 10081 New York, NY 10081
Fax: (212) 552-7375 Fax: (212) 552-7375
Eurodollar Letter of Credit
Lending Office Payment Office
Chase Manhattan Bank, Chase Manhattan Bank,
N.A. N.A.
One Chase Manhattan One Chase Manhattan
Plaza Plaza
New York, N.Y. 10081 New York, N.Y. 10081
Fax: (212) 552-7075 Fax: (212) 552-7075
Attn: Ellen Gertzog Attn: Ellen Gertzog
with a copy to: with a copy to:
Elizabeth Iacoviello Elizabeth Iacoviello
Two Chase Manhattan Plaza Two Chase Manhattan Plaza
New York, NY 10081 New York, NY 10081
Fax: (212) 552-7375 Fax: (212) 552-7375
Base Rate CD Rate
Bank Lending Office Lending Office
Chemical Chemical Bank Chemical Bank
Bank 270 Park Avenue 270 Park Avenue
New York, N.Y. 10017 New York, N.Y. 10017
Fax: (212) 270-1474 Fax: (212) 270-1474
Attn: Claire S. O'Connor Attn: Claire S. O'Connor
Eurodollar Letter of Credit
Lending Office Payment Office
Chemical Bank Chemical Bank
270 Park Avenue 270 Park Avenue
New York, N.Y. 10017 New York, N.Y. 10017
Fax: (212) 270-1474 Fax: (212) 270-1474
Attn: Claire S. O'Connor Attn: Claire S. O'Connor
SCHEDULE C
Base Rate CD Rate
Bank Lending Office Lending Office
Citibank, Citibank, N.A. Citibank, N.A.
N.A. 399 Park Avenue 399 Park Avenue
New York, N.Y. 10043 New York, N.Y. 10043
Fax: (212) 559-7585 Fax: (212) 559-7585
Attn: Arnold Ziegel Attn: Arnold Ziegel
with a copy to: with a copy to:
Joseph Stein Joseph Stein
Eurodollar Letter of Credit
Lending Office Payment Office
Citibank, N.A. Citibank, N.A.
399 Park Avenue 399 Park Avenue
New York, N.Y. 10043 New York, N.Y. 10043
Fax: (212) 559-7585 Fax: (212) 559-7585
Attn: Arnold Ziegel Attn: Arnold Ziegel
with a copy to: with a copy to:
Joseph Stein Joseph Stein
Base Rate CD Rate
Bank Lending Office Lending Office
The First Bank of Boston Bank of Boston
National U.S. Corporate U.S. Corporate
Bank of 100 Federal Street 100 Federal Street
Boston Mail Stop: 01-21-01 Mail Stop: 01-21-01
Boston, MA 02110 Boston, MA 02110
Fax: (617) 434-6685 Fax: (617) 434-6685
Attn: Denise Shaw Attn: Denise Shaw
Eurodollar Letter of Credit
Lending Office Payment Office
Bank of Boston Bank of Boston
U.S. Corporate U.S. Corporate
100 Federal Street 100 Federal Street
Mail Stop: 01-21-01 Mail Stop: 01-21-01
Boston, MA 02110 Boston, MA 02110
Fax: (617) 434-6685 Fax: (617) 434-6685
Attn: Denise Shaw Attn: Denise Shaw
SCHEDULE D
to
First Amendment
LETTER OF CREDIT ISSUERS AND ISSUANCE AMOUNTS
A. Standby Letters of Credit
Standby Letter of Maximum Standby Issuance
Credit Banks Amount
Citibank, N.A. $ 1,000,000
The Bank of New York 2,900,000
Chemical Bank 800,000
B. Trade Letters of Credit
Trade Letter of Maximum Trade Issuance
Credit Banks Amount
The Chase Manhattan Bank, N.A. $ 45,300,000
Citibank, N.A. 100,000,000
SCHEDULE E
to
First Amendment
COMMITMENTS
Revolving Letter of Credit
Bank Commitment Commitment
BANKERS TRUST COMPANY $30,000,000 $30,000,000
THE BANK OF NEW YORK $ 25,000,000 $ 25,000,000
THE CHASE MANHATTAN
BANK, N.A. $ 25,000,000 $ 25,000,000
CHEMICAL BANK $ 25,000,000 $ 25,000,000
CITIBANK, N.A. $ 25,000,000 $ 25,000,000
THE FIRST NATIONAL
BANK OF BOSTON $ 25,000,000 $ 25,000,000
UNION BANK $ 25,000,000 $ 25,000,000
CIBC, INC. $ 20,000,000 $ 20,000,000
Total $200,000,000.00 $200,000,000.00
SCHEDULE F
to
First Amendment
APPLICABLE LENDING OFFICES
Base Rate CD Rate
Bank Lending Office Lending Office
Bankers Bankers Trust Company Bankers Trust Company
Trust 130 Liberty Street 130 Liberty Street
Company New York, N.Y. 10006 New York, N.Y. 100066
Fax: (212) 250-1530/7351 Fax: (212) 250-1530/7351
Attn: Priscilla Newbury Attn: Priscilla Newbury
with a copy to: with a copy to:
Frank Russo Frank Russo
Eurodollar Letter of Credit
Lending Office Payment Office
Bankers Trust Company Bankers Trust Company
130 Liberty Street 130 Liberty Street
New York, N.Y. 10006 New York, N.Y. 100066
Fax: (212) 250-1530/7351 Fax: (212) 250-1530/7351
Attn: Priscilla Newbury Attn: Priscilla Newbury
with a copy to: with a copy to:
Frank Russo Frank Russo
Base Rate CD Rate
Bank Lending Office Lending Office
The Bank of The Bank of New York The Bank of New York
New York 530 Fifth Avenue 530 Fifth Avenue
New York, N.Y. 10036 New York, N.Y. 10036
Fax: (212) 852-4252 Fax: (212) 852-4252
Attn: Joanne M. Collett Attn: Joanne M. Collett
with a copy to: with a copy to:
Diana Rivera Diane Rivera
Eurodollar Letter of Credit
Lending Office Payment Office
The Bank of New York The Bank of New York
530 Fifth Avenue 530 Fifth Avenue
New York, N.Y. 10036 New York, N.Y. 10036
Fax: (212) 852-4252 Fax: (212) 852-4252
Attn: Joanne M. Collett Attn: Joanne M. Collett
with a copy to: with a copy to:
Diana Rivera Sal Calvera (Standby
Letters of Credit) or
Ivan Hernandez (Trade
Letters of Credit)
SCHEDULE F
Base Rate CD Rate
Bank Lending Office Lending Office
The Chase Chase Manhattan Bank, Chase Manhattan Bank,
Manhattan N.A. N.A.
Bank, N.A. One Chase Manhattan One Chase Manhattan
Plaza Plaza
New York, N.Y. 10081 New York, N.Y. 10081
Fax: (212) 552-7075 Fax: (212) 552-7075
Attn: Ellen Gertzog Attn: Ellen Gertzog
with a copy to: with a copy to:
Elizabeth Iacoviello Elizabeth Iacoviello
Two Chase Manhattan Plaza Two Chase Manhattan Plaza
New York, NY 10081 New York, NY 10081
Fax: (212) 552-7375 Fax: (212) 552-7375
Eurodollar Letter of Credit
Lending Office Payment Office
Chase Manhattan Bank, Chase Manhattan Bank,
N.A. N.A.
One Chase Manhattan One Chase Manhattan
Plaza Plaza
New York, N.Y. 10081 New York, N.Y. 10081
Fax: (212) 552-7075 Fax: (212) 552-7075
Attn: Ellen Gertzog Attn: Ellen Gertzog
with a copy to: with a copy to:
Elizabeth Iacoviello Elizabeth Iacoviello
Two Chase Manhattan Plaza Two Chase Manhattan Plaza
New York, NY 10081 New York, NY 10081
Fax: (212) 552-7375 Fax: (212) 552-7375
Base Rate CD Rate
Bank Lending Office Lending Office
Chemical Chemical Bank Chemical Bank
Bank 270 Park Avenue 270 Park Avenue
New York, N.Y. 10017 New York, N.Y. 10017
Fax: (212) 270-1474 Fax: (212) 270-1474
Attn: Claire S. O'Connor Attn: Claire S. O'Connor
Eurodollar Letter of Credit
Lending Office Payment Office
Chemical Bank Chemical Bank
270 Park Avenue 270 Park Avenue
New York, N.Y. 10017 New York, N.Y. 10017
Fax: (212) 270-1474 Fax: (212) 270-1474
Attn: Claire S. O'Connor Attn: Claire S. O'Connor
SCHEDULE F
Base Rate CD Rate
Bank Lending Office Lending Office
Citibank, Citibank, N.A. Citibank, N.A.
N.A. 399 Park Avenue 399 Park Avenue
New York, N.Y. 10043 New York, N.Y. 10043
Fax: (212) 559-7585 Fax: (212) 559-7585
Attn: Arnold Ziegel Attn: Arnold Ziegel
with a copy to: with a copy to:
Joseph Stein Joseph Stein
Eurodollar Letter of Credit
Lending Office Payment Office
Citibank, N.A. Citibank, N.A.
399 Park Avenue 399 Park Avenue
New York, N.Y. 10043 New York, N.Y. 10043
Fax: (212) 559-7585 Fax: (212) 559-7585
Attn: Arnold Ziegel Attn: Arnold Ziegel
with a copy to: with a copy to:
Joseph Stein Joseph Stein
Base Rate CD Rate
Bank Lending Office Lending Office
The First Bank of Boston Bank of Boston
National U.S. Corporate U.S. Corporate
Bank of 100 Federal Street 100 Federal Street
Boston Mail Stop: 01-21-01 Mail Stop: 01-21-01
Boston, MA 02110 Boston, MA 02110
Fax: (617) 434-6685 Fax: (617) 434-6685
Attn: Denise Shaw Attn: Denise Shaw
Eurodollar Letter of Credit
Lending Office Payment Office
Bank of Boston Bank of Boston
U.S. Corporate U.S. Corporate
100 Federal Street 100 Federal Street
Mail Stop: 01-21-01 Mail Stop: 01-21-01
Boston, MA 02110 Boston, MA 02110
Fax: (617) 434-6685 Fax: (617) 434-6685
Attn: Denise Shaw Attn: Denise Shaw
SCHEDULE F
Base Rate CD Rate
Bank Lending Office Lending Office
CIBC, Inc. CIBC, Inc. CIBC, Inc.
2727 Paces Ferry Road, 2727 Paces Ferry Road,
Suite 1200 Suite 1200
Atlanta, GA 30339 Atlanta, GA 30339
Fax: (404) 319-4950 Fax: (404) 319-4950
Attn: Mary Fann Attn: Mary Fann
Eurodollar Letter of Credit
Lending Office Payment Office
CIBC, Inc. CIBC, Inc.
2727 Paces Ferry Road, 2727 Paces Ferry Road,
Suite 1200 Suite 1200
Atlanta, GA 30339 Atlanta, GA 30339
Fax: (404) 319-4950 Fax: (404) 319-4950
Attn: Mary Fann Attn: Mary Fann
Base Rate CD Rate
Bank Lending Office Lending Office
Union Bank Union Bank Union Bank
350 California Street 350 California Street
11th Floor 11th Floor
San Francisco, CA 94104 San Francisco, CA 94104
Fax: (415) 705-7111 Fax: (415) 705-7111
Attn: Cecilia M. Valente Attn: Cecilia M. Valente
Eurodollar Letter of Credit
Lending Office Payment Office
Union Bank Union Bank
350 California Street 350 California Street
11th Floor 11th Floor
San Francisco, CA 94104 San Francisco, CA 94104
Fax: (415) 705-7111 Fax: (415) 705-7111
Attn: Cecilia M. Valente Attn: Cecilia M. Valente
SCHEDULE G
to
First Amendment
LETTER OF CREDIT ISSUERS AND ISSUANCE AMOUNTS
A. Standby Letters of Credit
Standby Letter of Maximum Standby Issuance
Credit Banks Amount
Citibank, N.A. $ 1,500,000
Bank of New York 2,900,000
Chemical Bank 800,000
B. Trade Letters of Credit
Maximum Trade Issuance
Trade Letter of Credit Banks Amount
Citibank, N.A. $125,000,000
The Chase Manhattan Bank, N.A. 69,800,000