Execution Copy
REPLACEMENT AND RESTATEMENT AGREEMENT
REPLACEMENT AND RESTATEMENT AGREEMENT dated as of October 10, 1996 of the
Credit Agreement dated as of December 7, 1994 (as amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"; terms not
otherwise defined herein shall be used herein as therein defined)among:
(i) BORG-WARNER AUTOMOTIVE, INC., a Delaware corporation (the "BORROWER");
(ii) the several banks and other financial institutions from time to time
parties to the Credit Agreement (the "LENDERS");
(iii) BANK OF MONTREAL, CREDIT LYONNAIS, CHICAGO AND CAYMAN ISLAND BRANCHES, THE
INDUSTRIAL BANK OF JAPAN, LTD., THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED,
NATIONSBANK, N.A., THE SUMITOMO BANK, LIMITED, CHICAGO BRANCH, BANK OF AMERICA
ILLINOIS, and THE FUJI BANK, LIMITED, as lead managers thereunder (the "LEAD
MANAGERS");
(iv) THE CHASE MANHATTAN BANK (formerly Chemical Bank), a New York banking
corporation ("CHASE"), and THE BANK OF NOVA SCOTIA, a Canadian chartered bank
("SCOTIABANK"), as co-arrangers thereunder (in such capacity, the
"CO-ARRANGERS");
(v) SCOTIABANK, as documentation agent for the Lenders thereunder (in such
capacity, the "DOCUMENTATION AGENT"); and
(vi) CHASE, as administrative agent for the Lenders thereunder (in such
capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to replace and restate the Credit
Agreement to increase the Aggregate Revolving Credit Commitment thereunder to
$350,000,000 and to effect certain other amendments on the terms and conditions
set forth herein; and
WHEREAS, the Borrower, the Administrative Agent and each Lender has
agreed to so replace and restate the Credit Agreement on the terms set forth
below;
NOW, THEREFORE, for and in consideration of the premises and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree, on the terms and subject to the
conditions set forth herein, as follows:
1. REPLACEMENT AND RESTATEMENT. Subject to the conditions set forth in
Section 23 hereof, the Credit Agreement, including all schedules and exhibits
thereto, is hereby replaced and restated as of the New Credit Agreement
Effective Date in the form of a new agreement (the "NEW CREDIT AGREEMENT")
identical to the Credit Agreement except as expressly provided herein, and all
rights and obligations of the Borrower, the Lenders, the Lead Managers, the Co-
Arrangers, the Documentation Agent and the Administrative Agent under the
Agreement shall continue as rights and obligations of such parties under the New
Credit Agreement, modified as expressly provided herein.
2. CLOSING DATE. The New Credit Agreement shall be dated as of October 10,
1996 (which shall constitute the "date hereof" and the Closing Date in respect
of the New Credit Agreement).
3. AMENDMENT TO COVER PAGE. The cover page of the Credit Agreement is
amended by deleting the amount "$300,000,000" and substituting therefor the
amount "$350,000,000".
4. AMENDMENT TO SUBSECTION 1.1 OF THE CREDIT AGREEMENT. (a) The definition
of "Aggregate Revolving Credit Commitment" set forth in subsection 1.1 of the
Credit Agreement is hereby amended by deleting the amount "$300,000,000" and
substituting therefor the amount "$350,000,000".
(b) The definition of "Consolidated Net Worth" set forth in
subsection 1.1 of the Credit Agreement is hereby amended by deleting that
definition in its entirety and substituting therefor the following:
"CONSOLIDATED NET WORTH": at a particular date, all amounts
which would, in conformity with GAAP, be included under "total shareholders'
equity" (or any like caption) on a consolidated balance sheet of the Borrower
and its Subsidiaries as at such date.
(c) The definitions of "Guarantees", "Guarantors" and "Subsidiaries
Guarantee" set forth in subsection 1.1 of the Credit Agreement are hereby
amended by deleting those definitions in their entirety.
(d) The definition of "Loan Documents" set forth in subsection 1.1 of
the Credit Agreement is hereby amended by deleting that definition in its
entirety and substituting therefor the following:
"LOAN DOCUMENTS": this Agreement, the Notes and the
Applications.
(e) The definition of "Termination Date" set forth in subsection 1.1
of the Credit Agreement is hereby amended by deleting the date "December 7,
1999" and substituting therefor the date "September 30, 2001".
5. AMENDMENT TO SUBSECTION 7.1 OF THE CREDIT AGREEMENT. Subsection 7.1 of
the Credit Agreement is hereby amended by (a) deleting from paragraph (a) the
date "December 31, 1993" and substituting therefor the date "December 31, 1995",
(b) deleting from paragraph (a) the date "September 30, 1994" and substituting
therefor the date "June 30, 1996", (c) deleting from paragraph (a) each
reference to the phrase "nine-month" and substituting therefor the phrase "six-
month" and (d) deleting from paragraph (b) each reference to the date "September
30, 1994" and substituting therefor the phrase "June 30, 1996".
6. AMENDMENT TO SUBSECTION 7.2 OF THE CREDIT AGREEMENT. Subsection 7.2 of
the Credit Agreement is hereby amended by (a) deleting the date "December 31,
1993" and substituting therefor the date "December 31, 1995" and (b) inserting
immediately before the period at the end of such subsection the following:
"except as disclosed on or prior to the Closing Date (i) in writing to the
Lenders, or (ii) in any public filing with the Securities and Exchange
Commission".
7. AMENDMENT TO SUBSECTION 7.20. Subsection 7.20 of the Credit Agreement
is hereby amended by deleting it in its entirety and substituting therefor the
phrase "7.20 [Reserved]".
8. AMENDMENT TO SUBSECTION 9.7. Subsection 9.7 of the Credit Agreement is
hereby amended by deleting from paragraph (d) clause (i) thereof the phrase
"liability of $5,000,000 or more" and substituting therefor "Material Adverse
Effect".
9. AMENDMENT TO SUBSECTION 9.9. Subsection 9.9 of the Credit Agreement is
hereby amended by deleting it in its entirety and substituting therefor the
phrase "9.9 [Reserved]".
10. AMENDMENT TO SUBSECTION 10.1. Subsection 10.1 of the Credit Agreement
is hereby amended by deleting paragraph (a) thereof in its entirety and
substituting therefor the following:
(a) MAINTENANCE OF CONSOLIDATED NET WORTH. Permit Consolidated
Net Worth at any time to be less than the amount equal to (i) $475,000,000
PLUS (ii) the amount equal to 25% of the aggregate Consolidated Net Income of
the Borrower and its consolidated Subsidiaries since June 30, 1996; PROVIDED
that, in the event that the Borrower and its consolidated Subsidiaries have
Consolidated Net Loss for any fiscal quarter, Consolidated Net Income for
purposes only of clause (ii) of this subsection 10.1(a) shall be deemed to be
zero for such fiscal quarter.
11. AMENDMENT TO SUBSECTION 10.1. Subsection 10.1 of the Credit Agreement
is hereby amended by deleting paragraph (b) thereof in its entirety and
substituting therefor the following:
(b) LEVERAGE RATIO. Permit the ratio (the "LEVERAGE RATIO") of (a)
Consolidated Funded Debt on the last day of any fiscal quarter of the Borrower
to (b) Consolidated Capitalization as at such date to exceed 0.50 to 1.0."
12. AMENDMENT TO SUBSECTION 10.1. Subsection 10.1 of the Credit Agreement
is hereby amended by deleting clause (c) thereof in its entirety.
13. AMENDMENT TO SUBSECTION 10.2. Subsection 10.2 of the Credit Agreement
is hereby amended by (a) deleting the proviso from paragraph (b) thereof and (b)
deleting from paragraph (d) thereof the amount "$100,000,000" and substituting
therefor "$150,000,000".
14. AMENDMENT TO SUBSECTION 10.4. Subsection 10.4 of the Credit Agreement
is hereby amended by deleting paragraph (a) in its entirety and substituting
therefor the phrase "(a) [Reserved];".
15. AMENDMENT TO SUBSECTION 10.5. Subsection 10.5 of the Credit Agreement
is hereby amended by (a) deleting clause (ii) of the proviso in paragraph (a)
thereof and substituting therefor the following new clause:
(ii) in the case of any merger or consolidation between Subsidiaries
at least one of which is a domestic Subsidiary, a domestic Subsidiary shall
be the surviving Person
(b) deleting the "and" at the end of paragraph (a), (c) deleting
the period at the end of paragraph (b) and substituting therefor the phrase
"; and" and (d) adding the following new paragraph:
(c) in addition to the mergers permitted by paragraph (a) above, any
other Person may merge into the Borrower PROVIDED that (i) the Borrower shall
be the continuing or surviving corporation and (ii) after giving effect to
any such merger (A) the requirements of subsection 10.1 would be satisfied on
a PRO FORMA basis as at the last day of the most recently ended fiscal
quarter of the Borrower with respect to which financial statements have been
delivered pursuant to subsection 9.1 if such merger had been effective on
such day and (B) no Default or Event of Default would occur or be continuing.
16. AMENDMENT TO SUBSECTION 10.12. Subsection 10.12 of the Credit
Agreement is hereby amended by adding the following clause immediately before
the period at the end of such subsection:
; PROVIDED THAT the Borrower's proposed issuance of up to $150,000,000
of its senior unsecured notes, the terms of which will be no more
restrictive than the terms of this Agreement, may contain a
prohibition or limitation on the creation of Liens substantially
similar to that in subsection 10.3 of this Agreement
17. AMENDMENT TO SUBSECTION 10.14. Subsection 10.14 of the Credit
Agreement is hereby amended by deleting it in its entirety and substituting
therefor the following:
10.14 VALUE OF ASSETS. At any time, permit the assets (without
duplication) held by the Borrower and its Subsidiaries (other than the
assets of any Foreign Subsidiary), taken as a whole, to have a book
value of less than 75% of the then book value of all of the assets of the
Borrower and its Subsidiaries on a consolidated basis.
18. AMENDMENT TO SECTION 11. Section 11 of the Credit Agreement is hereby
amended by (a) deleting paragraph (d) in its entirety and substituting therefor
the phrase "(d) [Reserved];" and (b) deleting paragraph (f) in its entirety and
substituting therefor the phrase "(f) [Reserved];".
19. AMENDMENT TO SECTION 13. Section 13.1 of the Credit Agreement is
hereby amended by deleting paragraph (b) in its entirety and substituting
therefor the phrase "(b) [Reserved]".
20. AMENDMENT TO EXHIBIT D. Exhibit D of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting therefor the phrase
"Exhibit D [Reserved]".
21. INCREASE IN COMMITMENTS; AMENDMENT TO SCHEDULE I (COMMITMENTS). In
connection with the increase in the Aggregate Revolving Credit Commitment to
$350,000,000, Schedule I of the Credit Agreement is hereby amended by deleting
such Schedule in its entirety and substituting therefor the revised Schedule I
attached hereto.
22. AMENDMENT TO SCHEDULE IA (APPLICABLE MARGINS AND FACILITY FEE RATES).
The Credit Agreement is hereby amended by deleting Schedule IA thereto in its
entirety and substituting therefor the revised Schedule IA attached hereto.
23. CONDITIONS TO EFFECTIVENESS. The New Credit Agreement shall become
effective on and as of the date (the "NEW CREDIT AGREEMENT EFFECTIVE DATE") that
the Administrative Agent shall have received:
(i) counterparts of this Replacement and Restatement Agreement, duly
executed and delivered by a duly authorized officer of each of the Borrower,
the Administrative Agent, and each Lender;
(ii) copies of:
(a) the resolutions, in form and substance satisfactory
to the Administrative Agent, of the Board of Directors of the Borrower
authorizing (i) the execution, delivery and performance of this Replacement
and Restatement Agreement and (ii) the borrowings and other extensions of
credit contemplated under the New Credit Agreement, certified by the Secretary
or an Assistant Secretary of the Borrower as of the New Credit Agreement
Effective Date, which certificate shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded and shall be
in form and substance satisfactory to the Administrative Agent;
(b) a certificate of the Secretary or an Assistant
Secretary of the Borrower, dated the New Credit Agreement Effective Date,
as to the incumbency and signature of the officers of each Person executing
this Replacement and Restatement Agreement on behalf of the Borrower and any
certificate or other documents to be delivered by it pursuant thereto,
together with evidence of the incumbency of such Secretary or Assistant
Secretary, as the case may be; and
(c) the executed legal opinion of counsel to the Borrower,
dated the New Credit Agreement Effective Date, substantially in the form of
Exhibit A hereto, which such legal opinion shall cover such other matters
incident to the transactions contemplated by this Replacement and Restatement
Agreement as the Co-Arrangers may reasonably require and the counsel
delivering the foregoing legal opinion is expressly instructed to deliver its
opinion for the benefit of each of the Administrative Agent, the Co-Arrangers
and the Lenders;
(iii) for the account of each Lender, a duly executed Revolving
Credit Note, substantially in the form of Exhibit A to the Credit Agreement,
reflecting each Lender's Revolving Credit Commitment as set forth on Schedule
I of this Replacement and Restatement Agreement; and
(iv) evidence satisfactory to it that the Borrower has paid all of
the interest, fees, expenses and other costs accrued and unpaid through the
New Credit Agreement Effective Date under the Credit Agreement including,
without limitation, all amounts accrued and unpaid to the New Credit Agreement
Effective Date under subsections 5.3, 6.6, 6.7 and 6.14 of the Credit Agreement.
24. TERMINATION OF SUBSIDIARIES GUARANTEE. On the New Credit Agreement
Effective Date the obligations of the Subsidiaries under the Subsidiaries
Guarantee will be released and the Subsidiaries Guarantee will terminate and the
original copies of the Subsidiaries Guarantee held by the Administrative Agent
and its counsel will either be returned to the Borrower or destroyed.
25. LENDERS. On the New Credit Agreement Effective Date (a) The Toronto-
Dominion Bank will no longer be a party to the Credit Agreement and shall not
have a Revolving Credit Commitment under the Credit Agreement and (b) the
Borrower will repay all amounts owed The Toronto-Dominion Bank under the Credit
Agreement. On the New Credit Agreement Effective Date Istituto Bancario San
Paolo Di Torino, SPA New York will become a Lender party to the New Credit
Agreement having the Revolving Credit Commitment set forth on Schedule I of this
Replacement and Restatement Agreement.
26. ALLOCATION PROCEDURES. On the New Credit Agreement Effective Date the
Lenders will make payments of the Revolving Credit Loans, through the
Administrative Agent and as directed by the Administrative Agent, among
themselves in order that, after giving effect thereto, each Lender will hold
Revolving Credit Loans in a ratable amount consistent with Schedule I of this
Replacement and Restatement Agreement. On the New Credit Agreement Effective
Date the participating interests held by each Lender in each then outstanding
Letter of Credit shall be deemed to be reallocated in accordance with the
Commitment Percentages set forth in Schedule I of this Replacement and
Restatement Agreement.
27. REPRESENTATIONS AND WARRANTIES. (a) The Borrower hereby represents and
warrants as of the date hereof and as of the New Credit Agreement Effective Date
that each of the representations and warranties made by it in the Credit
Agreement is true and correct in all material respects on and as of each such
date as if made on and as of each such date (except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties shall have been true and correct in all
material respects on and as of such earlier date), with all references therein
to "this Agreement" being deemed to refer to the New Credit Agreement; (b) the
Borrower hereby represents and warrants as of the date hereof and as of the New
Credit Agreement Effective Date that no Default or Event of Default has occurred
or is continuing.
28. RETURN OF REVOLVING CREDIT NOTES. Each Lender shall, no later than
October 25, 1996, return to the Borrower any Revolving Credit Note issued
pursuant to the Credit Agreement prior to the New Credit Agreement Effective
Date.
29. SCOPE. This Replacement and Restatement Agreement is to be narrowly
construed. Except as expressly amended and waived herein, all of the covenants
and provisions of the Credit Agreement are and shall continue to be in full
force and effect as restated in the New Credit Agreement.
30. GOVERNING LAW. THIS REPLACEMENT AND RESTATEMENT AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
31. COUNTERPARTS. This Replacement and Restatement Agreement may be
executed by one or more of the parties hereto on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Replacement and
Restatement Agreement to be duly executed and delivered as of the date first
above written.
BORG-WARNER AUTOMOTIVE, INC.
By ROBIN J. ADAMS
--------------------------------
ROBIN J. ADAMS
Title: Vice President
THE CHASE MANHATTAN BANK, as Administrative Agent, as a
Co-Arranger and as a Lender
By ROSEMARY BRADLEY
-------------------------------
ROSEMARY BRADLEY
Title: Vice President
THE BANK OF NOVA SCOTIA, as Documentation Agent, as Co-
Arranger and as a Lender
By F.C.H. ASHBY
--------------------------------
F.C.H. ASHBY
Title: Senior Manager of Loan Operations
BANK OF AMERICA ILLINOIS, as a Lead
Manager and as a Lender
By WILLIAM F. SWEENER
--------------------------------
WILLIAM F. SWEENER
Title: Vice President
BANK OF MONTREAL, as a Lead Manager
and as a Lender
By EDWARD P. MCGUIRE
--------------------------------
EDWARD P. MCGUIRE
Title: Director
CREDIT LYONNAIS, CHICAGO BRANCH, as a
Lead Manager and as a Lender
By MICHAEL BUYSSCHAERT
-------------------------------
MICHAEL BUYSSCHAERT
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO, as Lead Manager and
as a Lender
By JAMES GABLE
------------------------------
JAMES GABLE
Title: As Authorized Agent
THE FUJI BANK, LIMITED, as a Lead
Manager and as a Lender
By PETER L. CHINNICI
------------------------------
PETER L. CHINNICI
Title: Joint General Manager
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
as a Lead Manager and as a Lender
By HIROAKI NAKAMURA
----------------------------
HIROAKI NAKAMURA
Title: Joint General Manager
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., as a Lead Manager and as a
Lender
By ARMUND J. SCHOEN, JR.
---------------------------
ARMUND J. SCHOEN, JR.
Title: Vice President and Deputy
General Manager
NATIONSBANK, N.A.,
as a Lead Manager and as a Lender
By MARY CAROL DALY
--------------------------
MARY CAROL DALY
Title: Vice President
THE SUMITOMO BANK, LIMITED, CHICAGO
BRANCH, as a Lead Manager and as a
Lender
By KEN-ICHIRO KOBAYASKI
---------------------------
KEN-ICHIRO KOBAYASKI
Title: Joint General Manager
BANK OF HAWAII
By DONNA PARKER
----------------------------
DONNA PARKER
Title: Assistant Vice President
THE BANK OF NEW YORK
By JOHN LOKAY
------------------------------
JOHN LOKAY
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI LTD., CHICAGO BRANCH
By NOBORU KOBAYASKI
--------------------------------
NOBORU KOBAYASKI
Title: Deputy General Manager
CAISSE NATIONALE DE CREDIT AGRICOLE
By DEAN BALICE
---------------------------------
DEAN BALICE
Title: Senior Vice President
Branch Manager
ISTITUTO BANCARIO SAN PAOLO DI
TORINO, SPA NEW YORK
By WILLIAM J. DEANGELO
------------------------------
WILLIAM J. DEANGELO
Title: First Vice President
By ROBERTO GORLIER
------------------------------
ROBERTO GORLIER
Title: First Vice President
MELLON BANK, N.A.
By LAUREN L. LARSON
--------------------------------
LAUREN L. LARSON
Title: Assistant Vice President
THE NORTHERN TRUST COMPANY
By MICHELLE M. TETEAK
-------------------------------
MICHELLE M. TETEAK
Title: Vice President
THE SANWA BANK, LIMITED, CHICAGO BRANCH
By RICHARD H. AULT
-------------------------------
RICHARD H. AULT
Title: Vice President
BARCLAYS BANK PLC
By PAUL C. KAVANAUGH
-------------------------------
PAUL C. KAVANAUGH
Title: Director
SCHEDULE I to
NEW CREDIT AGREEMENT
REVOLVING CREDIT COMMITMENTS
Revolving
Credit Commitment
LENDER COMMITMENT PERCENTAGE
The Chase Manhattan Bank $ 30,000,000 8.571
The Bank of Nova Scotia 30,000,000 8.571
Bank of America Illinois 20,000,000 5.714
Bank of Montreal 20,000,000 5.714
Credit Lyonnais, Chicago Branch 20,000,000 5.714
The First National Bank of Chicago 20,000,000 5.714
The Fuji Bank, Limited 20,000,000 5.714
The Industrial Bank of Japan, Ltd. 20,000,000 5.714
The Long-Term Credit Bank of Japan, Ltd.20,000,000 5.714
Nationsbank, N.A. 20,000,000 5.714
The Sumitomo Bank, Limited 20,000,000 5.714
Bank of Hawaii 12,500,000 3.571
The Bank of New York 12,500,000 3.571
The Bank of Tokyo-Mitsubishi Ltd. 12,500,000 3.571
Caisse Nationale de Credit Agricole 12,500,000 3.571
Istituto Bancario San Paolo Di Torino 12,500,000 3.571
Mellon Bank, N.A. 12,500,000 3.571
The Northern Trust Company 12,500,000 3.571
The Sanwa Bank, Limited 12,500,000 3.571
Barclays Bank 10,000,000 2.857
----------- ------
Totals $350,000,000 100%
============ ======
SCHEDULE IA to
NEW CREDIT AGREEMENT
APPLICABLE MARGINS AND FACILITY FEE RATES
For each Type of Loan, the Facility Fee Rate and the Applicable Margin at any
time shall be the respective rates set forth on the pricing grid attached to
this Schedule IA as Annex A, determined in the following manner:
1. For the purposes hereof, (i) Moody's Investors Service, Inc. and Standard &
Poor's Ratings Group shall be referred to each as a "RATING AGENCY" or
collectively as the "RATING AGENCIES"; (ii) the rating by a Rating Agency in
effect at any time of the Borrower's senior unsecured long-term debt shall be
referred to as a "RATING" or, collectively, the "RATINGS"; (iii) each set of
Ratings, Leverage Ratio, Applicable Margin and Facility Fee Rate set forth
opposite each "Level" appearing on Annex A shall be referred to as a "PRICING
LEVEL"; (iv) reference to a "higher" or "lower" Pricing Level shall be to the
*Pricing Level with the higher ordinal number and the higher pricing or the
lower ordinal number and the lower pricing, respectively; and (v) "LEVERAGE
RATIO" shall have the meaning ascribed thereto in subsection 10.1(b).
2. (a) In the event that at any time both of the Rating Agencies shall have a
Rating in effect, the applicable Pricing Level shall be the Pricing Level
including such Ratings, PROVIDED that (i) in the event that the Ratings fall
into two different Pricing Levels not more than one Pricing Level apart, the
applicable Pricing Level shall be the lower Pricing Level and (ii) in the event
that the Ratings fall into two different Pricing Levels more than one Pricing
Level apart, the applicable Pricing Level shall be the Pricing Level one Pricing
Level higher than the lower of such differing Pricing Levels.
(b) In the event that at any time there is not a Rating in effect from both of
the Rating Agencies, the applicable Pricing Level shall be the Pricing Level
including the Leverage Ratio as of the last day of the most recent fiscal
quarter of the Borrower for which the Borrower has delivered financial
statements pursuant to subsection 9.1(a).
3. Any change in applicable Pricing Level as a result of a change in a Rating
shall become effective as of the announcement or publication of such Rating by
the relevant Rating Agency. Any change in applicable Pricing Level as a result
of a change in the Leverage Ratio shall become effective as of the first
Business Day following the receipt by the Administrative Agent of the financial
statements referred to in subsection 9.1(a) reflecting such change. If and for
so long as the Borrower shall fail to deliver the financial statements referred
to in subsections 9.1(a) as required thereunder and the Pricing Level is not at
such time determined based on Ratings, then the applicable Pricing Level during
such period shall automatically, and without further act of the Administrative
Agent, be the highest Pricing Level appearing on Annex A.
ANNEX A to Schedule 1A
PRICING LEVELS
Facility LIBOR C/D Alternate Base
LEVEL RATINGS LEVERAGE FEE MARGIN RATE MARGIN RATE MARGIN
RATIO
<
1 A-/A3 or Higher - .175:1 .080% .170% .295% 0%
<
2 BBB+/Baa1 - .250:1 .100% .200% .325% 0%
<
3 BBB/Baa2 - .400:1 .125% .225% .350% 0%
<
4 BBB-/Baa3 or lower - .400:1 .175% .275% .400% 0%