Exhibit 99.2
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is entered into as of March 18, 2002, by and among
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RADIO ONE, INC., a Delaware corporation (the "Borrower"), BANK OF AMERICA, N.A.,
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a national banking association, individually as a Lender and as Administrative
Agent, and the other Lenders party hereto.
RECITALS
A. On June 30, 1998, the Borrower entered into that certain Credit Agreement
with a syndicate of Lenders (the "1998 Credit Agreement") providing for certain
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extensions of credit to the Borrower, on the terms and subject to the conditions
set forth therein. The 1998 Credit Agreement was subsequently (i) amended by
that certain First Amendment to Credit Agreement dated as of December 23, 1998,
(ii) amended by that certain Second Amendment to Credit Agreement dated as of
February 9, 1999 and (iii) amended and restated in its entirety by that certain
Amended and Restated Credit Agreement dated as of February 26, 1999 (the "1999
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Credit Agreement"). The 1999 Credit Agreement was subsequently amended and
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restated in its entirety by that certain Second Amended and Restated Credit
Agreement dated as of July 17, 2000 (the 1998 Credit Agreement, as so amended
and amended and restated, the "Credit Agreement"). Terms used herein, unless
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otherwise defined herein, shall have the meanings set forth in the Credit
Agreement.
B. The Company and the Lenders have agreed, subject to the terms and conditions
specified herein, to (i) modify certain provisions of the Credit Agreement and
(ii) change the definition of Applicable Margin included therein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, the Lenders and the Administrative Agent hereby agree
as follows:
Section 1. AMENDMENTS
Subject to the covenants, terms and conditions set forth in this
Amendment, and in reliance upon the representations and warranties of the
Company made herein, the undersigned Lenders (which Lenders constitute the
Majority Lenders required under Section 11.1 of the Credit Agreement to effect
the following amendments) amend the Credit Agreement as follows:
(a) Section 1.1 of the Credit Agreement is amended by adding the
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following definitions:
"Amendment Effective Date" means March 18, 2002.
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"Qualifying Equity Issuance" means the issuance by the
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Borrower of its Common Stock, from which issuance the Borrower shall
have received net proceeds of at least $100,000,000.
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(b) Section 1.1 of the Credit Agreement is amended by amending and
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restating the definition of the term "Applicable Margin" by replacing it in its
entirety with the following:
"Applicable Margin" means, at the time of any determination
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thereof, for purposes of all Loans, the margin of interest over the ABR or the
Eurodollar Rate, as the case may be, which is applicable at the time of any
determination of interest rates under this Agreement, which Applicable Margin
shall be subject to adjustment (upwards or downwards, as appropriate) based on
the Leverage Ratio, as follows:
FROM THE AMENDMENT EFFECTIVE DATE THROUGH (i) JUNE 30, 2002, AND (ii) IF
A QUALIFYING EQUITY ISSUANCE HAS OCCURRED PRIOR TO JULY 1, 2002, THEREAFTER:
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Leverage Ratio Applicable Margin Applicable Margin for
For ABR Loans Eurodollar Rate Loans
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Less than 7.00 to 1.00 but greater 1.000% 2.000%
than or equal to 6.50 to 1.00
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Less than 6.50 to 1.00 but greater 0.750% 1.750%
than or equal to 6.00 to 1.00
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Less than 6.00 to 1.00 but greater 0.500% 1.500%
than or equal to 5.50 to 1.00
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Less than 5.50 to 1.00 but greater 0.250% 1.250%
than or equal to 5.00 to 1.00
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Less than 5.00 to 1.00 but greater 0% 1.000%
than or equal to 4.50 to 1.00
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Less than 4.50 to 1.00 but greater 0% 0.750%
than 4.00 to 1.00
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Less than or equal to 4.00 to 1.00 0% 0.625%
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IF A QUALIFYING EQUITY ISSUANCE HAS NOT OCCURRED PRIOR TO JULY 1, 2002,
FROM JULY 1, 2002 UNTIL THE EARLIER TO OCCUR OF: (i) A QUALIFYING EQUITY
ISSUANCE AND (ii) JANUARY 1, 2003:
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Leverage Ratio Applicable Margin Applicable Margin for
For ABR Loans Eurodollar Rate Loans
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Less than 7.00 to 1.00 but greater 1.125% 2.375%
than 6.50 to 1.00
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Less than or equal to 6.50 to 1.00 but 0.750% 2.000%
greater than 6.00 to 1.00
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Less than or equal to 6.00 to 1.00 but 0.375% 1.625%
greater than 5.50 to 1.00
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Less than or equal to 5.50 to 1.00 but 0.250% 1.500%
greater than 5.00 to 1.00
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Less than or equal to 5.00 to 1.00 but 0% 1.250%
greater than 4.50 to 1.00
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Less than or equal to 4.50 to 1.00 but 0% 1.125%
greater than 4.00 to 1.00
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Less than or equal to 4.00 to 1.00 but 0% 0.875%
greater than 3.50 to 1.00
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Less than or equal to 3.50 to 1.00 0% 0.750%
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IF A QUALIFYING EQUITY ISSUANCE OCCURS AFTER JUNE 30, 2002 AND BEFORE
JANUARY 1, 2003, THEN UPON THE QUALIFYING EQUITY ISSUANCE:
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Leverage Ratio Applicable Margin Applicable Margin for
For ABR Loans Eurodollar Rate Loans
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Less than 7.00 to 1.00 but greater 1.000% 2.000%
than or equal to 6.50 to 1.00
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Less than 6.50 to 1.00 but greater 0.750% 1.750%
than or equal to 6.00 to 1.00
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Less than 6.00 to 1.00 but greater 0.500% 1.500%
than or equal to 5.50 to 1.00
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Less than 5.50 to 1.00 but greater 0.250% 1.250%
than or equal to 5.00 to 1.00
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Less than 5.00 to 1.00 but greater 0% 1.000%
than or equal to 4.50 to 1.00
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Less than 4.50 to 1.00 but greater 0% 0.750%
than 4.00 to 1.00
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Less than or equal to 4.00 to 1.00 0% 0.625%
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IF A QUALIFYING EQUITY ISSUANCE HAS NOT OCCURRED
PRIOR TO JANUARY 1, 2003:
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Leverage Ratio Applicable Margin Applicable Margin for
For ABR Loans Eurodollar Rate Loans
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Less than 7.00 to 1.00 but greater 1.125% 2.375%
than 6.50 to 1.00
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Less than or equal to 6.50 to 1.00 but 0.750% 2.000%
greater than 6.00 to 1.00
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Less than or equal to 6.00 to 1.00 but 0.375% 1.625%
greater than 5.50 to 1.00
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Less than or equal to 5.50 to 1.00 but 0.250% 1.500%
greater than 5.00 to 1.00
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Less than or equal to 5.00 to 1.00 but 0% 1.250%
greater than 4.50 to 1.00
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Less than or equal to 4.50 to 1.00 but 0% 1.125%
greater than 4.00 to 1.00
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Less than or equal to 4.00 to 1.00 but 0% 0.875%
greater than 3.50 to 1.00
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Less than or equal to 3.50 to 1.00 0% 0.750%
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For the purposes of this definition, the Applicable Margin shall be determined
as at the end of each of the first three quarterly periods of each fiscal year
of the Borrower and as at the end of each fiscal year of the Borrower, based on
the relevant financial statements delivered pursuant to Section 7.1(a) or (b)
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and the Compliance Certificate delivered pursuant to Section 7.2(b); provided,
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that (i) changes in the Applicable Margin to occur by reason of a Qualifying
Equity Issuance shall become effective the second Business Day after the date
the Administrative Agent receives evidence of that Qualified Equity Issuance and
the Borrower's calculation of the Leverage Ratio; and (ii) any other changes in
the Applicable Margin shall become effective on that date which is the earlier
of (x) two (2) Business Days after the date the Administrative Agent receives
such financial statements and the corresponding Compliance Certificate and (y)
the 45th day after the end of each of the first three quarterly periods of each
fiscal year or the 90th day
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after the end of each fiscal year, as the case may be, and shall remain in
effect until the next change to be effected pursuant to this definition;
provided, that (a) until the first such financial statements and Compliance
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Certificate are delivered after the Amendment Effective Date, the Applicable
Margin shall be determined by reference to the Leverage Ratio set forth in the
most recent Compliance Certificate delivered to the Administrative Agent prior
to the Amendment Effective Date, and (b) if any financial statements or the
Compliance Certificate referred to above are not delivered within the time
periods specified above, then, for the period from and including the date on
which such financial statements and Compliance Certificate are required to be
delivered to but not including the date on which such financial statements and
Compliance Certificate are delivered, the Applicable Margin as at the end of the
fiscal period that would have been covered thereby shall be deemed to be the
Applicable Margin which would be applicable when the Leverage Ratio is greater
than or equal to 6.50 to 1.00 before a Qualifying Equity Issuance.
(c) Section 8.1 of the Credit Agreement is amended and restated in
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its entirety as follows:
8.1 Financial Condition Covenants.
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(a) Interest Coverage Ratio. Permit the Interest Coverage Ratio
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at any time during any period set forth below to be less than the ratio set
forth opposite such period:
Before a Qualifying Equity Issuance:
Period Ratio
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As of the Amendment Effective Date through
and including March 30, 2003 1.70 to 1.00
March 31, 2003 through and including
September 29, 2003 1.75 to 1.00
September 30, 2003 through and including
December 30, 2003 2.00 to 1.00
December 31, 2003 through and including
March 30, 2004 2.25 to 1.00
March 31, 2004 and thereafter 2.50 to 1.00
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After a Qualifying Equity Issuance, for the periods occurring
after the Qualifying Equity Issuance:
Period Ratio
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As of the Amendment Effective Date through
and including March 30, 2003 1.75 to 1.00
March 31, 2003 through and including
September 29, 2003 2.00 to 1.00
September 30, 2003 through and including
March 30, 2004 2.25 to 1.00
March 31, 2004 and thereafter 2.50 to 1.00
(b) Leverage Ratio. Permit the Leverage Ratio at any time during
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any period set forth below to be more than the ratio set forth opposite such
period:
Before a Qualifying Equity Issuance:
Period Ratio
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As of the Amendment Effective Date through
and including June 29, 2002 6.75 to 1.00
June 30, 2002 through and including
December 30, 2002 7.00 to 1.00
December 31, 2002 through and including
March 30, 2003 6.75 to 1.00
March 31, 2003 through and including 6.50 to 1.00
June 29, 2003
June 30, 2003 through and including 6.25 to 1.00
September 29, 2003
September 30, 2003 through and including 6.00 to 1.00
March 30, 2004
March 31, 2004 through and including 5.50 to 1.00
March 30, 2005
March 31, 2005 and thereafter 4.50 to 1.00
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After a Qualifying Equity Issuance, for the periods occurring after
the Qualifying Equity Issuance:
Period Ratio
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As of the Amendment Effective Date through
and including March 30, 2003 6.50 to 1.00
March 31, 2003 through and including
March 30, 2004 6.00 to 1.00
March 31, 2004 through and including
March 30, 2005 5.50 to 1.00
March 31, 2005 and thereafter 4.50 to 1.00
(c) Senior Leverage Ratio. Permit the Senior Leverage Ratio at
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any time after a Qualifying Equity Issuance, for any period set forth below, to
be more than the ratio set forth opposite such period:
Before a Qualifying Equity Issuance:
Period Ratio
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As of the Amendment Effective Date
through and including March 30, 2003 4.5 to 1.00
March 31, 2003 through and including
June 29, 2003 4.25 to 1.00
June 30, 2003 through and including
March 30, 2005 4.00 to 1.00
After a Qualifying Equity Issuance:
Period Ratio
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As of the Amendment Effective Date
through and including March 30, 2005 4.00 to 1.00
(d) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage
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Ratio at any time to be less than 1.10 to 1.00.
Section 2. REPRESENTATIONS AND WARRANTIES.
To induce the Administrative Agent and the Lenders to enter into this
Amendment, Company represents and warrants to the Administrative Agent and the
Lenders as follows:
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(a) No Defaults. No Default or Event of Default exists under the
Credit Agreement, the Notes, any of the Security Documents or any of the other
documents executed in connection therewith, and no such Default or Event of
Default is imminent.
(b) Binding Effect. The Credit Agreement, the Notes, the Security
Documents and the other documents executed in connection therewith constitute
the legal, valid and binding obligations of the Company and its Subsidiaries
parties thereto, enforceable against the Company and such parties in accordance
with their respective terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles of general applicability.
(c) Representations and Warranties. The representations and
warranties set forth in Section 5 of the Credit Agreement are true and correct
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in all material respects on and as of the date hereof, both before and after
giving effect to the effectiveness of this Amendment, as if such representations
and warranties were being made on and as of the date hereof.
Section 3. CONDITIONS PRECEDENT
The parties hereto agree that the waivers and amendments set forth
herein shall not be effective until the satisfaction in full of each of the
following conditions precedent, each in a manner satisfactory to the
Administrative Agent and the Lenders parties hereto in their sole discretion:
(a) Execution and Delivery of this Amendment. The Administrative
Agent shall have received a copy of this Amendment executed and delivered by the
Company and by Lenders constituting the Majority Lenders.
(b) Representations and Warranties. Each of the representations
and warranties made herein shall be true and correct on and as of the date
hereof, as if made on and as of such date, both before and after giving effect
to the waivers set forth herein.
(c) Legal Opinions. In connection with this Amendment, counsel to
the Borrower shall have delivered legal opinions to the Administrative Agent and
the Lenders opining to such matters as the Administrative Agent may reasonably
request.
(d) Amendment Fee. The Borrower shall have paid to the
Administrative Agent for distribution to the Lenders that are party hereto an
amendment fee equal to 10 basis points (0.1%) of their respective Commitments.
Section 4. MISCELLANEOUS
(a) Ratification and Confirmation. The terms, provisions,
conditions and covenants of the Credit Agreement, the Notes, the Security
Documents and the other documents executed in connection therewith remain in
full force and effect and are hereby ratified and confirmed, and
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the execution, delivery and performance of this Amendment shall not in any
manner operate as a waiver of, consent to or amendment of any other term,
provision, condition or covenant thereof.
(b) Fees and Expenses. The Company agrees to pay on demand all
costs and expenses of the Administrative Agent in connection with the
preparation, reproduction, execution, and delivery of this Amendment and the
other documents prepared in connection herewith, including, without limitation,
the reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent, which fees and out-of-pocket expenses of counsel shall not exceed $10,000
in the aggregate.
(c) Headings. Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
(d) APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
(e) Liens. The Company agrees hereby that all Liens, security
interests, assignments, superior titles, rights, remedies, powers, equities and
priorities securing the Notes including but not limited to those under the
Security Documents are hereby ratified and confirmed as valid, subsisting and
continuing to secure the Notes, and this Amendment shall not affect the priority
of such Liens.
(f) Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
(g) FINAL AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE CREDIT
AGREEMENT, THE NOTES, THE SECURITY DOCUMENTS AND THE OTHER DOCUMENTS EXECUTED IN
CONNECTION THEREWITH, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
RADIO ONE, INC.
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
BANK OF AMERICA, N.A.,
as the Administrative Agent and as a Lender
By:_________________________________
Name: Todd Shipley
Title: Managing Director
Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
CREDIT SUISSE FIRST BOSTON
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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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
FIRST UNION NATIONAL BANK
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
TORONTO DOMINION (TEXAS), INC.
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
BANKERS TRUST COMPANY
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
ROYAL BANK OF CANADA
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
THE BANK OF NOVA SCOTIA
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
ING (U.S.) CAPITAL LLC
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW
YORK BRANCH
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
FLEET NATIONAL BANK
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
SUNTRUST BANK
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
THE BANK OF NEW YORK
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
THE DAI-ICHI KANGYO BANK, LTD.
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
NATEXIS BANQUE
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
WEBSTER BANK
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
BANK OF SCOTLAND
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
FUJI BANK, LIMITED
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
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Name:
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Title:
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Signature Page to First Amendment to Second Amended
and Restated Credit Agreement