EXHIBIT 4.9(g)
SECOND AMENDMENT
SECOND AMENDMENT, dated as of March 26, 1998 (this "Second Amendment"), to the
Agreement and Amendment dated as of June 17, 1997 (as the same may be amended,
supplemented or modified from time to time, the "June 1997 364-Day Agreement and
Amendment") among COLUMBIA/HCA HEALTHCARE CORPORATION, a Delaware corporation
(the "Company"), the several banks and other financial institutions from time to
time parties hereto (the "Banks"), BANK OF AMERICA NATIONAL TRUST & SAVINGS
ASSOCIATION, THE BANK OF NEW YORK, CITIBANK, N.A., DEUTSCHE BANK AG, FLEET
NATIONAL BANK, THE FUJI BANK LIMITED, THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, NATIONSBANK, N.A.,
PNC BANK, N.A., UNION BANK OF SWITZERLAND, NEW YORK BRANCH AND WACHOVIA BANK OF
GEORGIA, N.A., as Co-Agents (collectively, the "Co-Agents"), THE SAKURA BANK,
LTD. NEW YORK BRANCH, THE SUMITOMO BANK LIMITED, SUNTRUST BANK, NASHVILLE, N.A.,
WELLS FARGO BANK, N.A., as Lead Managers (collectively, the "Lead Managers") and
THE CHASE MANHATTAN BANK, a New York banking corporation, as Agent for the Banks
hereunder (in such capacity, the "Agent") and as CAF Loan Agent (in such
capacity, the "CAF Loan Agent").
W I T N E S S E T H :
--------------------
WHEREAS, for the convenience of the parties to the agreement and amendment
dated as of February 28, 1996 (the "February 1996 Agreement and Amendment"),
among the Company, the several banks and other financial institutions from time
to time parties thereto and Chase, as agent for the Banks hereunder and as CAF
Loan Agent, a composite conformed copy (the "364-Day Composite Conformed Credit
Agreement") of the Credit Agreement, dated as of February 10, 1994 as
incorporated by reference into and amended by the September 1994 Agreement and
Amendment, the February 1995 Agreement and Amendment and the February 1996
Agreement and Amendment was prepared and delivered to such parties;
WHEREAS, the Company, the several banks and other financial institutions and
Chase, as agent for the Banks hereunder and as CAF Loan Agent, were parties to
the Agreement and Amendment, dated as of February 26, 1997 (the "February 1997
364-Day Agreement and Amendment") which adopted and incorporated by reference
all of the terms and provisions of the 364-Day Composite Conformed Credit
Agreement, subject to the amendment thereto provided for in the February 1997
364-Day Agreement and Amendment;
WHEREAS, the February 1997 364-Day Agreement and Amendment was replaced by the
June 1997 364-Day Agreement and Amendment;
WHEREAS, the June 1997 364-Day Agreement and Amendment adopts and incorporates
by reference all of the terms and provisions of the 364-Day Composite Conformed
Credit Agreement, subject to the amendment thereto provided for in the June 1997
364-Day Agreement and Amendment;
WHEREAS, the parties hereto wish to amend certain provisions of the June 1997
364-Day Agreement and Amendment on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:
1. DEFINITIONS. Unless otherwise defined herein, terms defined in the June
1997 364-Day Agreement and Amendment shall be used as so defined.
2. AMENDMENTS TO THE JUNE 1997 364-DAY AGREEMENT AND AMENDMENT.
(a) Section 3 of the June 1997 364-Day Agreement and Amendment is hereby
amended as follows:
(i) by deleting the defined term "Applicable Margin" in its entirety and
substituting in lieu thereof, effective as of February 6, 1998, the following:
"`Applicable Margin': for each Type of Revolving Credit Loan during a
Level I Period, Level II Period, Level III Period or Level IV Period, the rate
per annum set forth under the relevant column heading in Schedule VI.
Increases or decreases in the Applicable Margin shall become effective on the
first day of the Level I Period, Level II Period, Level III Period or Level IV
Period, as the case may be, to which such Applicable Margin relates.";
(ii) by inserting in such section the following new defined terms in
proper alphabetical order:
"`CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND
AMORTIZATION': for any period for which the amount thereof is to be
determined, Consolidated net revenues of the Company and its Subsidiaries for
such period minus consolidated operating expenses plus or minus equity in
earnings of affiliates of the Company and its Subsidiaries (excluding Value
Health and home health operations included in discontinued operations) for
such period (which consolidated operating expenses shall, in any event,
include and be limited to salaries and benefits, supplies, other operating
expenses and provision for doubtful accounts), all determined in accordance
with GAAP and consistent with the Company's reportings on Forms 10Q and 10K."
"`FEBRUARY 1997 FIVE-YEAR AGREEMENT AND AMENDMENT': the $2,000,000,000
Agreement and Amendment, dated as of February 26, 1997, among the Company, the
several banks and other financial institutions from time to time parties
thereto, the co-agents and lead managers named therein and The Chase Manhattan
Bank, as Agent and as CAF Loan Agent therein, as the same may be amended,
supplemented or otherwise modified or replaced or extended from time to
time.";
"`LEVEL I PERIOD': any period during which the lower of the publicly
announced ratings by S&P and Moody's of the then current senior unsecured,
non-credit enhanced, long-term Indebtedness of the Company that has been
publicly issued are BBB - or better or Baa3 or better, respectively.";
"`LEVEL II PERIOD': any period during which the lower of the publicly
announced ratings by S&P and Moody's of the then current senior unsecured,
non-credit enhanced, long-term Indebtedness of the Company that has been
publicly issued are BB+ or Ba1, respectively.";
"`LEVEL III PERIOD': any period during which the lower of the publicly
announced ratings by S&P and Moody's of the then current senior unsecured,
non-credit enhanced, long-term Indebtedness of the Company that has been
publicly issued are BB or Ba2, respectively.";
"`LEVEL IV PERIOD': any period during which either of the publicly
announced ratings by S&P or Moody's of the then current senior unsecured, non-
credit enhanced,
long-term Indebtedness of the Company that has been publicly issued is equal
to or below BB- or unrated or equal to or below Ba3 or unrated, as the case
may be."
"`MANDATORY PREPAYMENT EVENT': any of the following events:
(a) the receipt by the Company or any of its Subsidiaries of Net Cash
Proceeds from any sale or other disposition by it of any business, hospital
or other assets, including any capital stock or other ownership interests in
any Subsidiary or any intercompany obligations (other than as a result of
any casualty where such Net Cash Proceeds are to be used to replace or
rebuild the related assets);
(b) the receipt by the Company or any of its Subsidiaries of Net Cash
Proceeds from the issuance to Persons other than the Company and its
Subsidiaries of any capital stock or other ownership interests of the
Company or such Subsidiary, as the case may be; and
(c) the receipt by the Company or any of its Subsidiaries of Net Cash
Proceeds from the incurrence from, or the issuance or sale to, persons other
than the Company and is Subsidiaries of any Indebtedness of the Company or
such Subsidiary, as the case may be with a scheduled maturity date of the
incurrence thereof which is, or which is extendable at the option of the
Company or such Subsidiary to be, one year or more from such date of
incurrence;
In each case for (a), (b) and (c), excluding (i) any such event in which the Net
Cash Proceeds so received (together with the Net Cash Proceeds received from any
related series of events) are less than $10,000,000 and (ii) any such event to
the extent that the Net Cash Proceeds from such event, together with the Net
Cash Proceeds from all other events referred to in this definition from the
Effective Date (excluding, in each case, any such event excluded by clause (i)
above), is $500,000,000 or less.";
"`Net Cash Proceeds' means, with respect to any sale or disposition by
the Company of assets, cash payments received by the Company or any of its
Subsidiaries from such sale or disposition net of bona fide direct costs of
sale including, without limitation, (i) income taxes reasonably estimated to
be actually payable as a result of such sale or disposition within one year of
the date of receipt of such cash payments, (ii) transfer, sales, use and other
taxes payable in connection with such sale or disposition, (iii) payment of
the outstanding principal amount of, premium or penalty, if any, and interest
on any Indebtedness (other than the Revolving Credit Loans) that is secured by
a Lien on the stock or assets in question or that is required to be repaid
under the terms thereof as a result of such sale or disposition, and (iv)
broker's commissions and reasonable fees and expenses of counsel, accountants
and other professional advisors in connection with such sale or disposition.".
(b) Section 5 of the June 1997 364-Day Agreement and Amendment is hereby
amended by deleting such section in its entirety and substituting in lieu
thereof the following new Section 5:
"SECTION 5. FACILITY FEE AND UTILIZATION FEE. Subsection 2.3 of the 364-
Day Composite Conformed Credit Agreement as adopted and incorporated by
reference into this June 1997 364-Day Agreement and Amendment is hereby
amended by deleting such subsection in its entirety and substituting in lieu
thereof, effective as of February 6, 1998, the following:
`2.3 FACILITY FEE AND UTILIZATION FEE. (a) The Company agrees to
pay to the Agent for the account of each Bank a facility fee in respect of the
period from
and including the Effective Date to the later of the Termination Date or the
date on which the Revolving Credit Loans are repaid in full, computed at the
rate per annum set forth in the table below on the average daily amount of the
Commitment of such Bank (or, if the Commitment of such Bank has expired or
been terminated, the outstanding Revolving Credit Loans of such Bank) during
each portion of the period for which payment is made that is a separate Level
I Period, Level II Period, Level III Period or Level IV Period, payable
quarterly on the last day of each March, June, September and December and on
any date on which the Commitments shall terminate as provided herein and the
Revolving Credit Loans shall have been repaid in full, commencing on the first
of such dates to occur after the date hereof:
Type of Period Facility Fee
-------------- ------------
Level I Period .3000%
Level II Period .3500%
Level III Period .4000%
Level IV Period .5000%
(b) The Company agrees to pay to the Agent for the account of each Bank
a utilization fee computed at the rate of 0.2500% per annum on the aggregate
principal amount of the outstanding Revolving Credit Loans for each day that
the outstanding principal amount of the Revolving Credit Loans plus the
outstanding principal amount of all revolving credit loans under the February
1997 Five-Year Agreement and Amendment shall exceed $3,750,000,000 in
aggregate amount, payable quarterly on the last day of each March, June,
September and December commencing on March 31, 1998 and on any date on which
the Commitments shall terminate as provided herein and the Revolving Credit
Loans shall have been repaid in full.
(c) The Company agrees to pay to the Agent the other fees in the
amounts, and on the date, agreed to by the Company and the Agent in the fee
letter, dated October 20, 1993, between the Agent and the Company.'".
(c) The June 1997 364-Day Agreement and Amendment is hereby amended by adding
the following new paragraphs after Section 6 reading as follows:
"SECTION 6A. MANDATORY PREPAYMENT AND MANDATORY REDUCTIONS OF
COMMITMENTS. The 364-Day Composite Conformed Credit Agreement as adopted and
incorporated by reference into this June 1997 364-Day Agreement and Amendment
is hereby amended by adding the following new subsections immediately
following subsection 2.17 therein as follows:
`2.18 MANDATORY PREPAYMENTS AND MANDATORY REDUCTIONS OF
COMMITMENTS. At any time the Commitments under this Agreement (or, if
the Commitments have expired or been terminated, the outstanding
Revolving Credit Loans) plus the commitments under the February 1997
Five-Year Agreement and Amendment exceed $2,000,000,000 in aggregate
amount, the Revolving Credit Loans shall be prepaid and the
Commitments shall be reduced no later than the second Business Day
following the date of receipt by the Company or any of its
Subsidiaries of the Net Cash Proceeds from any Mandatory Prepayment
Event by the amount of such Net Cash Proceeds.
(d) The June 1997 364-Day Agreement and Amendment is hereby amended by
adding the following new paragraphs after Section 9 reading as follows:
"SECTION 9A. COMPANY OFFICERS' CERTIFICATE. Subsection 4.3 of the 364-
Day Composite Conformed Credit Agreement as adopted and incorporated by
reference into this June 1997 364-Day Agreement and Amendment is hereby
amended by (a) adding to the first clause thereof, immediately following the
reference to "Section 3", the following:
"as qualified by the disclosures in the Company's Quarterly
Reports on Form 10-Q for its fiscal quarters ended June 30, 1997 and
September 30, 1997 and in the Company's Reports on Form 8-K dated
February 6, 1998, February 13, 1998 and March __, 1998, in each case
as filed with the Securities and Exchange Commission and previously
distributed to the Banks)",
and (b) adding to the third clause thereof, at the end thereof immediately
following the phrase "those enumerated above", the following:
"(all subject to the disclosures referred to above)".
"SECTION 9B. INTEREST COVERAGE RATIO. Subsection 5.7 of the 364-Day
Composite Conformed Credit Agreement as adopted and incorporated by reference
into this June 1997 364-Day Agreement and Amendment is hereby amended by
deleting such subsection in its entirety and substituting in lieu thereof the
following:
`5.7 Interest Coverage Ratio. On the last day of each fiscal
quarter of the Company other than the fiscal quarters ending March 31,
1998, June 30, 1998 and September 30, 1998, the Consolidated Earnings
Before Interest and Taxes of the Company and its Subsidiaries for the
four consecutive fiscal quarters of the Company then ending will be an
amount which equals or exceeds 200% of the Consolidated Interest Expense
of the Company and its Subsidiaries for the same four consecutive fiscal
quarters.'
SECTION 9C. DISTRIBUTIONS. Subsection 5.8 of the 364-Day Composite
Conformed Credit Agreement as adopted and incorporated by reference into this
June 1997 364-Day Agreement and Amendment is hereby amended by deleting such
subsection in its entirety and substituting in lieu thereof the following:
`5.8 DISTRIBUTIONS. The Company will not make any Distribution
except that, so long as no Event of Default exists or would exist after
giving effect thereto, the Company may make a Distribution; provided
however, that at any time the Commitments under this Agreement plus the
commitments under the February 1997 Five-Year Agreement and Amendment
(or, if such commitments have expired or been terminated, the
outstanding loans thereunder) shall equal or exceed $2,000,000,000 in
aggregate amount, the Company will not purchase, repurchase, redeem or
otherwise acquire (including any "synthetic" acquisitions through equity
derivatives) any shares of any class of capital stock of the Company
directly or indirectly through a Subsidiary or otherwise.'
SECTION 9D. MAXIMUM CONSOLIDATED TOTAL DEBT. The 364-Day Composite
Conformed Credit Agreement as adopted and incorporated by reference into this
June 1997 364-Day Agreement and Amendment is hereby amended by adding the
following new subsection immediately following subsection 5.13 therein as
follows:
`5.14 Maximum Consolidated Total Debt. The Company and its
Subsidiaries will not at any time, to and including September 30, 1998,
have outstanding Consolidated Total Debt in an amount in excess of
$10,000,000,000.'
SECTION 9E. MINIMUM CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES,
DEPRECIATION AND AMORTIZATION. The 364-Day Composite Conformed Credit Agreement
as adopted and incorporated by reference into this June 1997 364-Day Agreement
and Amendment is hereby amended by adding the following new subsection
immediately following subsection 5.14 therein as follows:
`5.15 MINIMUM CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES,
DEPRECIATION AND AMORTIZATION. The Consolidated Earnings Before
Interest, Taxes, Depreciation and Amortization of the Company and its
Subsidiaries will be, for each period specified below, an amount which
equals or exceeds the amount set forth opposite such period:
Period Amount
------ ------
One fiscal quarter ending
March 31, 1998 $750,000,000
Two fiscal quarters ending
June 30, 1998 $1,500,000,000
Three fiscal quarters
ending September 30, 1998 $2,250,000,000
SECTION 9F. LIMITATION ON OPTIONAL PAYMENTS AND MODIFICATIONS OF DEBT
INSTRUMENTS. The 364-Day Composite Conformed Credit Agreement as adopted and
incorporated by reference into this June 1997 364-Day Agreement and Amendment
is hereby amended by adding the following new subsection immediately following
subsection 5.15 therein as follows:
`5.16 Limitation on Optional Payments and Modifications of Debt
Instruments. At any time the Commitments under this Agreement plus the
commitments under the February 1997 Five-Year Agreement and Amendment
(or, if such commitments have expired or been terminated, the
outstanding loans thereunder) exceed $2,000,000,000 in aggregate amount,
the Company will not make, and will not permit any of its Subsidiaries
to make, any optional payment or prepayment on or redemption, defeasance
or purchase of any Indebtedness of the Company or any of its
Subsidiaries (other than Indebtedness under this Agreement or under the
February 1997 Five-Year Agreement and Amendment), or amend, modify or
change, or consent or agree to any amendment, modification or change to
any of the terms relating to the payment or prepayment or principal of
or interest on, any such Indebtedness, other than any amendment,
modification or change which would extend the maturity or reduce the
amount of any payment of principal thereof or which would reduce the
rate or extend the date for payment of interest there or which would not
be adverse to the Banks.'".
(e) The June 1997 364-Day Agreement and Amendment is hereby amended by
adding Schedule VI attached hereto, effective on February 6, 1998, as Schedule
VI thereto.
3. Effective Date; Conditions Precedent. This Second Amendment will
become effective on March 26, 1998 (the "Effective Date") subject to the
compliance by the Company with its agreements herein contained and to the
satisfaction on or before the Effective Date of the following further
conditions:
(a) Loan Documents. The Agent shall have received copies of this Second
Amendment, executed and delivered by a duly authorized officer of the Company,
with a
counterpart for each Bank, and executed and delivered by the Required Lenders.
(b) COMPANY OFFICERS' CERTIFICATE. The representations and warranties
contained in Section 3 of the 364-Day Composite Conformed Credit Agreement as
adopted and incorporated by reference into, and as amended by, the June 1997
364-Day Agreement and Amendment (as qualified by the disclosures in the
Company's Quarterly Reports on Form 10-Q for its fiscal quarters ended June 30,
1997 and September 30, 1997 and in the Company's Reports on Form 8-K dated
February 6, 1998, February 13, 1998 and March __, 1998, in each case as filed
with the Securities and Exchange Commission and previously distributed to the
Banks) shall be true and correct on the Effective Date with the same force and
effect as though made on and as of such date; on and as of the Effective Date
and after giving effect to this Second Amendment, no Default shall have occurred
(except a Default which shall have been waived in writing or which shall have
been cured); and the Agent shall have received a certificate containing a
representation to these effects dated the Effective Date and signed by a
Responsible Officer.
(c) AMENDMENT FEE. Each Bank which executes and delivers this Second
Amendment to the Agent by 5:00 p.m. (New York City time) on March 23, 1998 shall
receive an amendment fee equal to .125% of its Commitment.
4. PAYMENT CATCH-UP. The Company hereby agrees that, to the extent that
it has made prior to the Effective Dates, any payments on account of interest on
a Revolving Credit Loans or an account of the facility fee in respect of any
period (or portion of any period) falling on or after February 6, 1998, it will
make a payment to the Agent for the benefit of the Banks no later than March 31,
1998 equal to the difference between the payments made and the payments due
after giving effect to the Second Amendment.
5. LEGAL OBLIGATION. The Company represents and warrants to each Bank
that this Second Amendment constitutes the legal, valid and binding obligation
of the Company, enforceable against it in accordance with its terms, subject to
the effects of bankruptcy, insolvency, fraudulent conveyances, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.
6. CONTINUING EFFECT; APPLICATION. Except as expressly amended hereby,
the June 1997 364-Day Agreement and Amendment shall continue to be and shall
remain in full force and effect in accordance with its terms.
7. EXPENSES. The Company agrees to pay or reimburse the Agent for all of
its reasonable out-of-pocket costs and expenses incurred in connection with the
development, preparation and execution of, and any amendment, supplement or
modification to, this Second Amendment and any other documents prepared in
connection herewith, and the consummation of the transactions contemplated
hereby and thereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Agent.
8. GOVERNING LAW. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
9. COUNTERPARTS. This Second Amendment may be executed by one or more of
the parties to this Second Amendment on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument. A set of the copies of this Second Amendment signed by all
the parties shall be lodged with the Company and the Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
COLUMBIA/HCA HEALTHCARE CORPORATION
By:
-------------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as Agent, as CAF
Loan Agent and as a Bank
By:
-------------------------------------------
Name:
Title:
ABN AMRO BANK N.V., as a Bank
By:
-------------------------------------------
Name:
Title:
By:
-------------------------------------------
Name:
Title:
ARAB BANK PLC, GRAND CAYMAN BRANCH, as a Bank
By:
-------------------------------------------
Name:
Title:
BANCA MONTE DEI PASCHI DI SIENA SpA, as a Bank
By:
-------------------------------------------
Name:
Title:
By:
-------------------------------------------
Name:
Title:
BANK ONE TEXAS, N.A., as a Bank
By:
-------------------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as a Co-Agent and as a Bank
By:
-------------------------------------------
Name:
Title:
THE BANK OF NEW YORK, as a Co-Agent and as a Bank
By:
-------------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Bank
By:
-------------------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a Bank
By:
-------------------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS -Houston Agency, as a Bank
By:
-------------------------------------------
Name:
Title:
BARNETT BANK, N.A., as a Bank
By:
-------------------------------------------
Name:
Title:
CITIBANK, N.A., as a Bank
By:
-------------------------------------------
Name:
Title:
COMERICA BANK, as a Bank
By:
-------------------------------------------
Name:
Title:
CORESTATES BANK, N.A., as a Bank
By:
-------------------------------------------
Name:
Title:
CRESTAR BANK, as a Bank
By:
-------------------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LIMITED, ATLANTA AGENCY, as a
Bank
By:
-------------------------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS
BRANCH(ES), as a Co-Agent and as a Bank
By:
-------------------------------------------
Name:
Title:
By:
-------------------------------------------
Name:
Title:
FIRST HAWAIIAN BANK, as a Bank
By:
-------------------------------------------
Name:
Title:
FIRST AMERICAN NATIONAL BANK, as a Bank
By:
-------------------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as a Bank
By:
-------------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK, as a Bank
By:
-------------------------------------------
Name:
Title:
FLEET NATIONAL BANK, as a Co-Agent and as a Bank
By:
-------------------------------------------
Name:
Title:
THE FUJI BANK LIMITED, as a Co-Agent and as a Bank
By:
-------------------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA AGENCY,
as a Co-Agent and as a Bank
By:
-------------------------------------------
Name:
Title:
KEYBANK NATIONAL ASSOCIATION, as a Bank
By:
-------------------------------------------
Name:
Title:
THE MITSUBISHI TRUST AND BANKING CORPORATION, as a Bank
By:
-------------------------------------------
Name:
Title:
THE MITSUI TRUST AND BANKING COMPANY, LIMITED, NEW YORK
BRANCH, as a Bank
By:
-------------------------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as a Co-
Agent and as a Bank
By:
-------------------------------------------
Name:
Title:
NATIONAL CITY BANK OF KENTUCKY, as a Bank
By:
-------------------------------------------
Name:
Title:
NATIONSBANK, N.A. as a Co-Agent and as a Bank
By:
-------------------------------------------
Name:
Title:
THE NORINCHUKIN BANK, NEW YORK BRANCH, as a Bank
By:
-------------------------------------------
Name:
Title:
THE NORTHERN TRUST COMPANY, as a Bank
By:
-------------------------------------------
Name:
Title:
PNC BANK, N.A., as a Co-Agent and as a Bank
By:
-------------------------------------------
Name:
Title:
THE SAKURA BANK, LTD. NEW YORK BRANCH, as a Lead
Manager and as a Bank
By:
-------------------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED, as a Lead Manager and as a
Bank
By:
-------------------------------------------
Name:
Title:
THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK
BRANCH, as a Bank
By:
-------------------------------------------
Name:
Title:
SUNTRUST BANK, NASHVILLE, N.A., as a Lead Manager and
as a Bank
By:
-------------------------------------------
Name:
Title:
THE TOKAI BANK, LIMITED, NEW YORK BRANCH, as a Bank
By:
-------------------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC., as a Bank
By:
-------------------------------------------
Name:
Title:
THE TOYO TRUST & BANKING CO., LTD., as a Bank
By:
-------------------------------------------
Name:
Title:
UNION BANK OF SWITZERLAND, NEW YORK BRANCH, as a Co-
Agent and as a Bank
By:
-------------------------------------------
Name:
Title:
By:
-------------------------------------------
Name:
Title:
UNION PLANTERS BANK OF MIDDLE TENNESSEE, N.A.
By:
-------------------------------------------
Name:
Title:
WACHOVIA BANK OF GEORGIA, N.A., as a Co-Agent and as a
Bank
By:
-------------------------------------------
Name:
Title:
WELLS FARGO BANK, N.A., as a Lead Manager and as a Bank
By:
-------------------------------------------
Name:
Title:
By:
-------------------------------------------
Name:
Title:
SCHEDULE VI
-----------
Applicable Margins
------------------
===============================================================================
REVOLVING CREDIT LOANS
- -------------------------------------------------------------------------------
ALTERNATE BASE
CATEGORY RATE LOANS EURODOLLAR LOANS
- -------------------------------------------------------------------------------
LEVEL I PERIOD .0000% .4500%
LEVEL II PERIOD .0000% .6500%
LEVEL III PERIOD .0000% .8500%
LEVEL IV PERIOD .5000% 1.5000%
===============================================================================