EXHIBIT 10.12
SECOND AMENDMENT, EFFECTIVE AS OF SEPTEMBER 30, 1998,
TO REVOLVING CREDIT AGREEMENT, DATED AS OF JANUARY 22, 1997,
AMONG MILLIPORE CORPORATION AND THE FIRST NATIONAL BANK
OF BOSTON, ABM AMRO BANK N.V. AND CERTAIN OTHER LENDING INSTITUTIONS
SECOND AMENDMENT TO
REVOLVING CREDIT AGREEMENT
--------------------------
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Second
Amendment") is made and entered into as of September 30, 1998, by and among (a)
MILLIPORE CORPORATION, a Massachusetts corporation having its principal place
of business at 80 Ashby Road, Bedford, MA 01730 (the "Borrower"), (b)
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BANKBOSTON, N.A., with its head office at 100 Federal Street, Boston,
Massachusetts 02110 ("BkB"), ABN AMRO BANK N.V., with its Boston branch at One
---
Post Office Square, Boston, Massachusetts 02109 ("ABN"), and the other lending
institutions party hereto (collectively with BkB and ABN, the "Banks") and (c)
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BANKBOSTON, N.A., as administrative agent for the Banks (the "Administrative
--------------
Agent") and ABN AMRO BANK N.V., as documentation agent for the Banks (the
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"Documentation Agent", and collectively with the Administrative Agent, the
--------------------
"Agents").
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WHEREAS, the Borrower, the Agents and certain of the Banks entered into a
Revolving Credit Agreement dated as of January 22, 1997, which was amended
pursuant to that certain First Amendment Revolving Credit Agreement (the "First
-----
Amendment"), dated as of February 11, 1997 (as amended by the First Amendment,
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the "Credit Agreement"), pursuant to which the Banks extended credit to the
----------------
Borrower on the terms set forth therein;
WHEREAS, the Borrower has requested that the Banks make certain revisions
to its financial covenants as hereinafter set forth, and the Banks have agreed
to make such revisions;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Effective as of September 30, 1998:
1. DEFINITIONS. Capitalized terms used herein without definition
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shall have the meanings assigned to such terms in the Credit Agreement.
2. AMENDMENT TO (S)1.1.
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The definitions of "Consolidated Earnings Before Interest, Taxes,
Depreciation and Amortization or EBITDA" and "Pricing Table" in (S)1.1 of the
Credit Agreement are deleted in their entirety and the following new
definitions are inserted in their place:
Consolidated Earnings Before Interest, Taxes, Depreciation and
------------ -------- ------ -------- ----- ------------ ---
Amortization or EBITDA. For any period, without duplication,
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Consolidated Net Income (or Deficit) plus (a) Consolidated Total
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Interest Expense, (b) income taxes, (c) depreciation expense, (d)
amortization expense, (e) restructuring charges and other one time expense
items as identified by the Borrower in the press release announcing
Borrower's third quarter 1998 financial results, not to exceed $55,000,000
in the aggregate, before tax benefits, taken as a special charge to the
extent deducted from Consolidated Net Income (or Deficit) in the quarter
ending September 30, 1998, minus one-time gains of $35,594,000, on the sale
of Perkin-Elmer stock recognized in the fiscal quarter ending March 31,
1998, to the extent such gains were added to Consolidated Net Income;
provided that, for purposes of calculating the financial covenants pursuant
to (S)9, the portion of EBITDA derived from Subsidiaries acquired since the
date of the most recent financial statements delivered to the Banks
pursuant to (S)7.4 hereof shall be included in the calculation of EBITDA if
(i) the financial statements of such acquired Subsidiaries have been
audited for the period sought to be included by an independent accounting
firm satisfactory to the Administrative Agent or (ii) the Administrative
Agent consents to such inclusion, such consent not to be unreasonably
withheld.
PRICING TABLE.
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Level Senior Public Funded Debt Applicable Applicable Applicable
Debt Rating To EBITDA Facility Rating LC Rate Margin
Ratio (per annum) (per annum) (per annum)
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1 Baal/BBB+ less than 4.00 0.1250% 0.2300% 0.2300%
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2 Baa2/BBB less than 4.00 0.1500% 0.2750% 0.2750%
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3 Baa3/BBB- less than 4.00 0.2250% 0.3750% 0.3750%
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4 Ba1/BB+ less than=4.00 but more than 4.50 0.3000% 0.7000% 0.7000%
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5 Ba2/BB or less than=4.50 0.3750% 1.1250% 1.1250%
Below
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The applicable rates or margin charged on any day shall be determined by
the Senior Public Debt Rating in effect as of that day; provided that (A)
Level 4 pricing shall be effective from September 30, 1998, through the
receipt of the Company's Compliance Certificate for the quarter ended
December 31, 1998, unless a change in the Senior Public Debt Rating would
require Level 5 pricing, and (B) thereafter, if the Company's Funded Debt
to EBITDA ratio as reported on its Compliance Certificate equals or exceeds
(a) 4:1, but is less than 4.50:1, Level 4 pricing shall apply, and (b)
4.50:1, Level 5 pricing shall apply. Any change in applicable rates or
margins based on the Funded Debt to EBITDA ratio shall become effective the
first day after receipt by the Banks of a Compliance Certificate indicating
a Funded Debt to EBITDA ratio of greater than or equal to 4:1. If at any
time any Compliance Certificate is not delivered within the time period
specified in (S)7.4(a)
or (b), Level 5 pricing shall be in effect, subject to adjustment
prospectively upon actual receipt of such Compliance Certificate.
Notwithstanding the above, if the Senior Public Debt Rating and Funded Debt
to EBITDA ratio indicate two different levels of pricing, the higher of the
two levels shall apply.
3. NEW (S)6.19. Section 6, "Representations and Warranties", is
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hereby amended by adding a new Section 6.19 immediately after existing Section
6.18, as follows:
(S)6.19. Year 2000 Compliance. The Borrower and its Subsidiaries have
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reviewed the areas within their businesses and operations which could be
adversely affected by, and have developed or are developing a program to
address on a timely basis, the "year 2000 Problem" (i.e. the risk that
computer applications used by the Borrower or any of its Subsidiaries may
be unable to recognize and perform properly date-sensitive functions
involving certain dates prior to and any date after December 31, 1999).
Based upon such review, the Borrower reasonably believes that the "Year
2000 Problem" will not have any materially adverse effect on the business
or on the consolidated financial condition of the Borrower and its
Subsidiaries.
4. AMENDMENT TO (S)7.18. Section 7.18 is hereby amended by deleting it in
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its entirety and replacing it with the following section:
(S)7.18 Amendment of Note Purchase Agreement. Metropolitan Life
--------------------------------------------
Insurance Company shall have: (a) agreed to amend its Note Purchase
Agreement on terms which mirror or are no more restrictive than the Credit
Agreement, as amended and (b) waived any default thereunder until the date
of such amendment. Such amendment shall be in full force and effect no
later than November 2, 1998.
5. AMENDMENT TO (S)8.4. Section 8.4 is hereby amended by deleting it in
-------------------
its entirety and replacing it with the following paragraph:
Except as provided below, neither the Borrower nor any of its
Subsidiaries will (a) declare or pay any Distributions, or (b) redeem,
convert, retire or otherwise acquire shares of any class of its capital
stock (other than in connection with a merger permitted by (S)8.3 hereof or
conversion into another form of equity of any preferred shares of the
Borrower existing as of the Closing Date pursuant to the terms thereof. If
no Default or Event of Default has occurred and is continuing, or would be
created as a result of such Distribution, (1) the Borrower and its
Subsidiaries may declare or pay cash dividends and (2) the Borrower and its
Subsidiaries may redeem, convert, retire, or otherwise acquire stock, so
long as (A) the aggregate amount of all such Distributions, beginning
September 30, 1998, do not exceed (i) $20,000,000 plus (ii) 50% of positive
----
Consolidated Net Income attributable to the fourth quarter of the year
ending December 31, 1998, plus (iii) 50% of positive Consolidated Net
----
Income for each full year thereafter, and (B) with respect to Distributions
under clause (2) above only, the ratio of Funded Debt to
EBITDA is less than 2.50:1, as reported in the most recent Compliance
Certificate, and would remain less than 2.50:1, after giving effect to any
Indebtedness to be incurred in connection with such Distribution.
Notwithstanding the above, any Subsidiary may make Distributions to the
Borrower and the Borrower agrees that neither the Borrower nor any
Subsidiary will enter into any agreement restricting Distributions from
such Subsidiary to the Borrower, and warrants that no such restriction is
in effect as of the Closing Date, provided, that the provisions of this
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sentence shall not apply to restrictions on the use or any Distribution of
the proceeds of industrial development grants obtained by the Borrower's
Subsidiary from any industrial development authority.
6. Amendment to Section 9.1 is hereby amended by deleting the existing
table and replacing it in its entirety with the following table:
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For the Quarters Ending: Ratio
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9/30/98 4.50:1.00
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12/31/98 5.25:1.00
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3/31/99 5.15:1.00
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6/30/99 5.00:1.00
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9/30/99 4.25:1.00
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12/31/99 3.50:1.00
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3/31/00 3.00:1.00
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6/30/00 2.75:1.00
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Thereafter 2.50:1.00
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7. Amendment to (S)9.2. Section 9.2 is hereby amended by deleting the
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existing table and replacing it in its entirety with the following table:
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For the Quarters Ending: Ratio
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9/30/98 1.25:1.00
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12/31/98 0.70:1.00
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3/31/99 1.00:1.00
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6/30/99 1.25:1.00
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9/30/99 2.25:1.00
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12/31/99 3.25:1.00
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3/31/00 3.75:1.00
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Thereafter 4.00:1.00
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8. New (S)9.3. Section 9, Financial Covenants of the Borrower, is hereby
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amended by adding a new Section 9.3 immediately after existing Section 9.2, as
follows:
(S)9.3 MINIMUM EBITDA. As of the end of any fiscal quarter in which
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the Funded Debt to EBITDA ratio exceeds 2.50:1.00, EBITDA for the Reference
Period ending on such date shall not be less than the amount set forth
below:
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For the Four Quarters Ending: EBITDA:
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9/30/98 $100,000,000
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12/31/98 $ 90,000,000
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3/31/98 $ 93,000,000
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6/30/99 $ 95,000,000
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9/30/99 $112,500,000
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12/31/99 $130,000,000
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3/31/00 $150,000,000
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Thereafter $165,000,000
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9. AMENDMENT TO SCHEDULE 1 TO THE CREDIT AGREEMENT. Schedule 1 to the
----------------------------------------------- ----------
Credit Agreement is hereby amended by deleting such schedule in its entirety and
substituting the Schedule 1 attached hereto in place thereof. The parties
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hereto hereby acknowledge and agree that each reference to Schedule 1 in the
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Credit Agreement or any other Loan Document shall henceforth be a reference to
Schedule 1 attached hereto or as subsequently amended.
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10. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants
------------------------------
as follows:
(a) The execution and delivery of this Second Amendment and the
performance of the transactions contemplated hereby (i) are within the corporate
authority of the Borrower, (ii) have been duly authorized by all necessary
corporate proceedings on the part of the Borrower, (iii) do not conflict with or
result in any material breach or contravention of any provision of law, statute,
rule or regulation to which the Borrower is subject or any judgement, order,
writ, injunction, license or permit applicable to the Borrower so as to
materially adversely affect the assets, business or any activity of the
Borrower, and (iv) do not conflict with any provision of the corporate charter
or bylaws of the Borrower or any agreement or other instrument binding upon the
Borrower. Except for the merger of certain wholly-owned Subsidiaries into the
Borrower, there have been no amendments to the charter documents or by-laws of
the Borrower since February 11, 1997.
(b) The execution and delivery of this Second Amendment and the
performance of the transactions contemplated hereby will result in valid and
legally binding obligations of the Borrower party thereto enforceable against
the Borrower in accordance with the respective terms and provisions hereof and
thereof, except as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors rights and except to the extent that availability of
the remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought.
(c) The execution and delivery by the Borrower of this Second Amendment
and the consummation by the Borrower of the transactions contemplated hereby and
thereby do not require any approval or consent of, or filing with, any
governmental agency or authority other than those already obtained.
(d) The representations and warranties contained in the Credit Agreement
or in any document or instrument delivered pursuant to or in connection with the
Credit Agreement or this Second Amendment were true as of the date as of which
they were made and are true at and as of the Effective Date with the same effect
as if made at and as of that time (except to the extent of changes resulting
from transactions contemplated or permitted by the Credit Agreement and by this
Second Amendment and changes occurring in the ordinary course of business which
singly or in the aggregate are not materially adverse, and to the extent that
such representations and warranties relate expressly and solely to an earlier
date).
(e) The Borrower has performed and complied with all terms and conditions
in the Credit Agreement and this Second Amendment required to be performed or
complied with by it prior to or at the Effective Date, and no Default or Event
of Default or condition which would result in a Default or Event of Default has
occurred and is continuing, except that which would have occurred but for the
modifications contained in this Second Amendment.
11. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
-----------------
Agreement, the other Loan Documents and all documents, instruments and
agreements related thereto are hereby ratified and confirmed in all respects and
shall continue in full force and effect. This Second Amendment and the Credit
Agreement shall hereafter be read and construed together as a single document,
and all references in the Credit Agreement, any other Loan Document or any
agreement or instrument related to the Credit Agreement shall hereafter refer to
the Credit Agreement as amended by this Second Amendment.
12. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS) AND SHALL TAKE EFFECT AS A SEALED
INSTRUMENT IN ACCORDANCE WITH SUCH LAWS.
13. COUNTERPARTS. This Second Amendment may be executed in any number of
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counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
counterparts taken together shall be deemed to constitute one and the same
instrument.
14. EFFECTIVENESS. This Second Amendment shall become effective upon the
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satisfaction of each of the following conditions (the "Effective Date"):
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(a) This Second Amendment shall have been executed and delivered by the
respective parties hereto, including by the Majority Banks;
(b) All corporate action necessary for the valid execution and delivery by
the Borrower of this Second Amendment and the performance of the transactions
contemplated hereby and thereby shall have been taken, and satisfactory
evidence thereof shall have been provided to the Administrative Agent;
(c) The Borrower shall have paid to each Bank that has executed and
delivered this Second Amendment, an amendment fee (the "Amendment Fee"), which
shall be in an amount equal to 0.25% of each such Bank's Commitment; and
(d) The Borrower shall have paid all fees required under that certain Fee
Letter of even date herewith and shall have reimbursed the Administrative Agent
for all costs and expenses (including legal fees) incurred by the Administrative
Agent in connection with the closing of this Second Agreement and related Loan
Documents.
IN WITNESS WHEREOF, each of the undersigned has duly executed this Second
Amendment under seal as of the date first set forth above.
THE BORROWER:
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MILLIPORE CORPORATION
By: /s/ Francis J. Lunger
---------------------
Francis J. Lunger
Chief Financial Officer
THE BANKS AND AGENTS:
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BANKBOSTON, N.A.,
Individually and as Agent
By: /s/ William R. Rogers
---------------------
William R. Rogers
Vice President
ABN AMRO BANK N.V.
------------------
By: /s/ James S. Adelsheim
----------------------
James S. Adelsheim
Group Vice President
By: /s/ John D. Rogers
------------------
John D. Rogers
Vice President
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By: /s/ Pamela Donnelly
-------------------
Pamela Donnelly
Vice President
By:
Name:
Title:
THE CHASE MANHATTAN BANK
By: /s/ Jeffrey Heuer
-----------------
Jeffrey Heuer
Vice President
FLEET NATIONAL BANK
By: /s/ Roger C. Boucher
--------------------
Roger C. Boucher
Vice President
By:
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
Name:
Title:
By:
Name:
Title:
THE SANWA BANK, LIMITED
By: /s/ Jean-Michel Fatovic
-----------------------
Jean-Michel Fatovic
Vice President
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Bruce A. Berneir
--------------------
Bruce A. Berneir
Vice President
By:
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Nelson Chang
----------------
Nelson Chang
Account Officer
By:
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ John M. Mikolay
-------------------
John M. Mikolay
Vice President
MELLON BANK, N.A.
By: /s/ R. Jane Westrich
--------------------
R. Jane Westrich
Vice President
By:
Name:
Title:
THE SAKURA BANK, LIMITED NEW YORK BRANCH
By: /s/ Yasumasa Kikuchi
--------------------
Yasumasa Kikuchi
Senior Vice President
By:
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By:
Name:
Title:
By:
Name:
Title:
THE SUMITOMO BANK, LIMITED
By: /s/ J. Bruce Meredith
---------------------
J. Bruce Meredith
Senior Vice President
By:
Name:
Title:
BANKERS TRUST COMPANY
By: /s/ Gina S. Thompson
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Gina S. Thompson
Vice President
By:
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Vladimir Labun
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Vladimir Labun
First Vice President - Manager
By:
Name:
Title:
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE INC.
By: /s/ R. TenHave
--------------
R. TenHave
Senior Vice President
By: /s/ Frederic W. Hall
--------------------
Frederic W. Hall
Vice President
CREDITO ITALIANO SPA
By: /s/ Harmon P. Butler
--------------------
Harmon P. Butler
FVP & Deputy Manager
By:
Gianfranco Bisangi
First Vice President
SCHEDULE 1
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BANKS; COMMITMENT PERCENTAGES
-----------------------------
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BANK COMMITMENT PERCENTAGE
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BANKBOSTON, N.A.
Domestic and Eurodollar Lending Office:
100 Federal Street, M/S 01-08-06
Boston, MA 02110 8.8888888890%
Attention: William R. Rogers
Fax Number: (617) 434-0819
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ABN AMRO BANK N.V.
Domestic and Eurodollar Lending Office:
One Post Office Square, 39th Floor
Boston, MA 02109
Attention: James Adelsheim 8.8888888889%
Fax Number: (617) 988-7910
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BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
Domestic and Eurodollar Lending Office:
1251 Avenue of the Americas
New York, NY 10020-1104 8.7037037038%
Attention: Thomas Fennessey
Fax Number: (212) 782-6440
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THE CHASE MANHATTAN BANK
Domestic and Eurodollar Lending Office:
85 Wells Avenue, Suite 200
Newton, MA 02459 8.7037037038%
Attention: Jeff Heuer
Fax Number: (617) 928-3057
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FLEET NATIONAL BANK
Domestic and Eurodollar Lending Office:
One Federal Street, MAOFD07L
Boston, MA 02110 8.7037037038%
Attention: Roger C. Boucher
Fax Number: (617) 346-0145
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THE BANK OF NOVA SCOTIA
Domestic and Eurodollar Lending Office:
28 State Street
Boston, MA 02209 6.1111111111%
Attention: M.R. Bradley
Fax Number: (617) 624-7607
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THE SANWA BANK, LIMITED
Domestic and Eurodollar Lending Office:
Park Avenue Plaza
55 East 52nd Street 6.1111111111%
New York, NY 10055
Attention: Jean-Michel Fatovic
Fax Number: (212) 754-1304
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CITIZENS BANK OF MASSACHUSETTS
Domestic and Eurodollar Lending Office:
28 State Street
Boston, MA 02110 4.4444444444%
Attention: Bruce Bernier
Fax Number: (617) 725-5690
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THE DAI-ICHI KANGYO BANK, LTD.
Domestic and Eurodollar Lending Office:
One World Trade Center, Suite 4911
New York, NY 10048 4.4444444444%
Attention: Nelson Chang
Fax Number: (212) 912-1879
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MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
Domestic and Eurodollar Lending Office:
60 Wall Street
New York, NY 10260 4.4444444444%
Attention: Deborah Brodheim
Fax Number: (212) 648-5939
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MELLON BANK, N.A.
Domestic and Eurodollar Lending Office:
One Boston Place, Aim #024-006A
Boston, MA 02108 4.4444444444%
Attention: R. Jane Westrich
Fax Number: (617) 722-3516
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THE SAKURA BANK, LIMITED
NEW YORK BRANCH
Domestic and Eurodollar Lending Office:
101 Park Avenue, 15th floor 4.4444444444%
New York, NY 10178
Attention: Takehiro Matsumoto
Fax Number: (212) 909-4599
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STATE STREET BANK AND TRUST COMPANY
Domestic and Eurodollar Lending Office:
225 Franklin Street, M2
Boston, MA 02110 4.4444444444%
Attention: Monica M. Sheehan
Fax Number: (617) 664-4971
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THE SUMITOMO BANK, LIMITED
Domestic and Eurodollar Lending Office:
U.S. Corporate Department
277 Park Avenue 4.4444444444%
New York, NY 10172
Attention: Bruce Gregory
Fax Number: (212) 224-5188
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BANKERS TRUST COMPANY
130 Liberty Street
New York, NY 10006
Attention: Jim Reilly 4.4444444444%
Fax Number: (212) 250-7218
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CREDIT LYONNAIS NEW YORK BRANCH
Domestic and Eurodollar Lending Office:
1301 Avenue of the Americas, 18th Floor
New York, NY 10019 3.2539682540%
Attention: Tony Muller
Fax Number: (212) 459-3179
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BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE INC.
565 Fifth Avenue
New York, NY 10017 2.8571428571%
Attention: Rick Hall
Fax Number: (212) 880-1040
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CREDITO ITALIONO SPA
375 Park Avenue
New York, NY 10152 2.2222222222%
Attention: Harmon Butler
Fax Number: (212) 546-9675
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