EXHIBIT 10a
EXECUTION COPY
AMENDMENT NO. 3
TO
AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 3 TO AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT
AGREEMENT (the "AMENDMENT") dated as of June 26, 2002 is among ArvinMeritor,
Inc., an Indiana corporation (the "COMPANY"), Meritor Automotive Canada, Inc., a
company organized under the laws of Canada, Arvin Finance Ireland, a company
organized under the laws of Ireland, Meritor Heavy Vehicle Systems Limited, a
company organized under the laws of the United Kingdom (collectively with the
Company referred to as the "BORROWERS") and the "Lenders" and the "Agents"
signatory hereto (each as defined in the "Credit Agreement" referred to below).
Defined terms used herein and not otherwise defined herein shall have the
meanings given to them in the Credit Agreement.
WHEREAS, the Borrowers, the Lenders and the Agents are parties to that
certain Amended and Restated 5-Year Revolving Credit Agreement dated as of June
27, 2001 (as amended by Amendment No. 1 thereto dated as of September 30, 2001
and by Amendment No. 2 thereto dated as of February 1, 2002, the "CREDIT
AGREEMENT") among the Borrowers, the other Foreign Subsidiary Borrowers from
time to time party thereto, the Lenders from time to time party thereto, Bank
One, NA, in its capacity as administrative agent for itself and the other
"Lenders" under the "Credit Agreement" (each as hereinafter defined) (the
"ADMINISTRATIVE AGENT"), JP Morgan Chase Bank (successor to The Chase Manhattan
Bank), in its capacity as syndication agent for itself and the other Lenders
under the Credit Agreement (the "SYNDICATION AGENT") and Citicorp USA, Inc. and
Bank of America, N.A. (collectively, the "DOCUMENTATION AGENTS"; the
Administrative Agent, the Syndication Agent and the Documentation Agents being
referred to collectively as the "AGENTS");
WHEREAS, the Borrowers have requested that the Agents and the Lenders
amend certain provisions of the Credit Agreement; and
WHEREAS, the Borrowers, the Agents and the Lenders have agreed to
enter into this Amendment on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrowers, the Lender and the Agents agree as
follows:
1. Amendments. Effective as of the date first above written and
subject to the satisfaction of the conditions precedent set forth in Section 2
below, the Credit Agreement shall be and hereby is amended as follows:
1.1. To the extent not otherwise specifically set forth herein, (i)
each reference to "The Chase Manhattan Bank" in the Credit Agreement shall
be replaced with a reference to "JP Morgan Chase Bank (successor to The
Chase Manhattan Bank)" and (ii) each reference to "Chase" shall be replaced
with a reference to "JP Morgan".
1.2. Section 1.1 of the Credit Agreement is hereby amended to delete
the definitions for "Chase" and "364-Day Revolving Credit Agreement" in
their entirety.
1.3. Section 1.1 of the Credit Agreement is hereby amended to add the
following new definitions in the appropriate alphabetical location:
"JP Morgan" means JP Morgan Chase Bank, in its individual
capacity, and its successors.
"3-Year Revolving Credit Agreement" means that certain 3-Year
Revolving Credit Agreement, dated as of June 26, 2002, among the
Company, the lenders from time to time parties thereto, Bank One, NA,
having its principal office in Chicago, Illinois, as Administrative
Agent, JP Morgan Chase Bank, as Syndication Agent, and Deutsche Bank
Securities Inc., Citicorp USA, Inc. and UBS Warburg LLC , as
Documentation Agents, as the same may be amended, restated,
supplemented or otherwise modified and as in effect from time to time.
"Significant Subsidiary" means any Subsidiary that would be a
"Significant Subsidiary" within the meaning of Rule 1-02 of the
Security Exchange Commission's Regulation S-X, as amended and in
effect from time to time.
"Synthetic Lease" means a financing structure that qualifies as
an operating lease for financial reporting purposes under Agreement
Accounting Principles, but is considered a loan for tax purposes.
"Synthetic Lease Obligations" means any liabilities under any
Synthetic Lease.
"Third Amendment Effective Date" means June 26, 2002.
1.4. The following definitions in Section 1.1 of the Credit Agreement
are hereby amended and restated in their entirety as follows:
"Agreement Accounting Principles" means generally accepted
accounting principles as in effect on June 1, 2001 in the United
States; provided that, if any changes in generally accepted accounting
principles are required or permitted and are adopted by the Company or
any of its Subsidiaries with the agreement of its independent
certified public accountants after the Third Amendment Effective Date
and such changes result in a change in the method of calculation of
any of the financial covenants, tests, restrictions or standards
herein or in the related definitions or terms used therein
("Accounting Changes"), the parties hereto agree, at the Company's
request, to enter into negotiations, in good faith, in order to amend
such provisions in a credit neutral manner so as to reflect equitably
such Accounting Changes with the desired result that the criteria for
evaluating the Company's and its Subsidiaries' financial condition
shall be the same after such changes as if such changes had not been
made; provided, however, until such provisions are amended in a manner
reasonably satisfactory to the
Administrative Agent and the Required Lenders, no Accounting Change
shall be given effect in such calculations and all financial
statements and reports required to be delivered hereunder shall be
prepared in accordance with Agreement Accounting Principles without
taking into account such Accounting Changes. In the event such
amendment is entered into, all references in this Agreement to
Agreement Accounting Principles shall mean generally accepted
accounting principles as in effect on June 1, 2001, but giving effect
to the Accounting Changes addressed in such amendment.
"Authorized Officer" means any of the Chairman and Chief
Executive Officer, President and Chief Operating Officer, Senior Vice
President and Chief Financial Officer, Vice President and Treasurer
and any Assistant Treasurer of the Company or any person designated by
any such Person in writing to the Administrative Agent from time to
time, acting singly.
"Combined Commitment" means the sum of (1) the aggregate of the
Commitments hereunder (which, after the Commitments have been
terminated, shall be based on the aggregate Commitments immediately
prior to such termination) and (2) the aggregate "Commitments" under
and as defined in the 3-Year Revolving Credit Agreement (which, after
such "Commitments" have been terminated, shall be based on the
aggregate of such "Commitments" immediately prior to such
termination).
"Combined Utilized Amount" means the sum of (1) the Aggregate
Ratable Outstandings of all the Lenders plus the Aggregate Non-Pro
Rata Multicurrency Outstandings of all the Lenders hereunder excluding
any amounts attributable to outstanding Multicurrency Swing Line Loans
or any Lender's funded participations in or obligations to purchase
participations in Multicurrency Swing Line Loans, and (2) the
"Aggregate Outstandings" of all the "Lenders" under and as defined in
the 3-Year Revolving Credit Agreement.
"Indebtedness" of a Person means, without duplication, such
Person's (a) obligations for borrowed money, (b) obligations
representing the deferred purchase price of Property or services
(other than accounts payable arising in the ordinary course of such
Person's business payable on terms customary in the trade), (c)
obligations, whether or not assumed, secured by Liens on property now
or hereafter owned or acquired by such Person, (d) obligations which
are evidenced by notes, acceptances, or other instruments (other than
Financial Contracts), to the extent of the amounts actually borrowed,
due, payable or drawn, as the case may be, (e) Capitalized Lease
Obligations, (f) all obligations in respect of standby Letters of
Credit, whether drawn or undrawn, contingent or otherwise, (g)
Receivables Facility Attributed Indebtedness in excess of $300,000,000
(it being understood, that notwithstanding the characterization of
Receivables Facility Attributed Indebtedness as on-balance sheet
Indebtedness or as an Off-Balance Sheet Liability, Receivables
Facility Attributed Indebtedness shall only constitute "Indebtedness"
hereunder to the extent that it exceeds $300,000,000), (h) Synthetic
Lease Obligations in excess of $200,000,000 (it
being understood, that notwithstanding the characterization of
Synthetic Lease Obligations as on-balance sheet Indebtedness or as an
Off-Balance Sheet Liability, Synthetic Lease Obligations shall only
constitute "Indebtedness" hereunder to the extent that they exceed
$200,000,000), (i) with respect to Indebtedness of the Company, the
Company-obligated mandatorily redeemable preferred capital securities
and (j) Contingent Obligations with respect to any of the foregoing to
the extent (and only to the extent) that (1) such Contingent
Obligation relates to other Indebtedness that is not consolidated
Indebtedness of the Company and its Subsidiaries and (2) the other
Indebtedness to which such Contingent Obligation relates is
outstanding and then only as to principal or like amounts actually
borrowed, due, payable or drawn, as the case may be; provided, that
for purposes of this definition and this Agreement, Indebtedness of
the Company and its Subsidiaries (i) shall not be increased or
decreased as a result of any change in the Company's liabilities
pursuant to Statement of Financial Accounting Standards No. 133,
promulgated by the Financial Accounting Standards Board of the
Financial Accounting Foundation and (ii) shall exclude Indebtedness of
the SPV owing to the Originators representing the purchase price
payable for Receivables and Related Security purchased by the SPV in
connection with a Receivables Purchase Facility.
"Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or
preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without
limitation, the interest of a vendor or lessor under any conditional
sale, Capitalized Lease, Synthetic Lease or other title retention
agreement).
"Notice of Assignment" is defined in Section 13.3.2.
"Off-Balance Sheet Liabilities" of a Person means, without
duplication, (a) any Receivables Facility Attributed Indebtedness and
repurchase obligation or liability of such Person or any of its
Subsidiaries with respect to Receivables or notes receivable sold by
such Person or any of its Subsidiaries to the extent such Receivables
Facility Attributed Indebtedness, obligation or liability does not
appear on the consolidated balance sheet of such Person and its
Subsidiaries (calculated to include the unrecovered investment of
purchasers or transferees of Receivables or notes receivable or any
other obligation of the Company or such transferor to
purchasers/transferees of interests in Receivables or notes
receivables or the agent for such purchasers/transferees), (b) any
liability under any sale and leaseback transactions which do not
create a liability on the consolidated balance sheet of such Person,
(c) any Synthetic Lease Obligations or (d) any obligations arising
with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not
constitute a liability on the consolidated balance sheets of such
Person and its Subsidiaries.
"Priority Indebtedness" means, collectively, and without
duplication, (a) any and all Indebtedness of any Subsidiary of the
Company, (b) any and all Indebtedness of the Company and its
Subsidiaries that is secured by any Lien, (c) Receivables Facility
Attributed Indebtedness in excess of $300,000,000 and (d) Synthetic
Lease Obligations in excess of $200,000,000; provided, that, (x) there
shall be excluded from the calculation of Priority Indebtedness (i)
Indebtedness of the Foreign Subsidiary Borrowers under this Agreement
(ii) Indebtedness of any Subsidiary of the Company owing to any of the
Borrowers and (iii) intercompany Indebtedness owing from a Subsidiary
of the Company to another Subsidiary of the Company disclosed from
time to time to the Agents to the extent that such intercompany
Indebtedness is evidenced by one or more promissory notes which shall
contain terms subordinating such Indebtedness to the Obligations in a
manner satisfactory to the Agents, and (y) for purposes of
clarification, each reference to "Indebtedness" in this definition
shall include both intercompany and third-party Indebtedness.
"Rate Hedging Agreement" means any agreement with respect to any
swap, forward, future or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates,
currencies, commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any
combination of these transactions.
"Receivables Purchase Facility" means the securitization facility
pursuant to which the Receivables and Related Security of the
Originators are transferred to one or more SPVs, and thereafter to
certain investors, pursuant to the terms and conditions of the
Receivables Purchase Documents.
"Substantial Portion" means, with respect to the Property of the
Company and its Subsidiaries, Property which exceeds any of the
following thresholds: (a) such Property represents more than 25% of
the consolidated assets of the Company and its Subsidiaries as would
be shown in the consolidated financial statements of the Company and
its Subsidiaries as at the beginning of the twelve-month period ending
with the month in which such determination is made, if such financial
statements were prepared in accordance with Agreement Accounting
Principles, or (b) such Property is responsible for more than 25% of
the consolidated net sales of the Company and its Subsidiaries as
reflected in the financial statements referred to in clause (a) above,
or (c) such Property accounts for more than 25% of the consolidated
net income of the Company and its Subsidiaries as reflected in the
financial statements referred to in clause (a) above (it being
understood that only clause (a) above shall apply in determining
whether Property constituting headquarters or other non-manufacturing
facilities of the Company and its Subsidiaries that has been leased,
sold or otherwise disposed of or, alternatively, transferred and
subsequently leased back pursuant to a sale and leaseback transaction,
constitutes a Substantial Portion).
1.5. Clause (a) of the definition of "Total Debt" in the Credit
Agreement is hereby amended and restated in its entirety as follows:
(a) all Indebtedness of the Company and its Subsidiaries as at such
date, but excluding (x) Indebtedness consisting of the
Company-obligated mandatorily redeemable preferred capital securities,
determined on a consolidated basis and (y) obligations under Rate
Hedging Agreements that are secured by any deposit arrangement or
other pledge of cash or cash equivalents
1.6. The lead-in language to Section 6.1 of the Credit Agreement and
clauses (i) and (ii) of such Section are hereby amended and restated in
their entirety as follows:
6.1 Financial Reporting. The Company will maintain, for itself
and each Subsidiary, a system of accounting enabling it to provide,
and will furnish to the Lenders:
(i) within one hundred and twenty (120) days after the close of
each of the Company's fiscal years, annual audited consolidated
financial statements for the Company and its Subsidiaries, including a
consolidated balance sheet as of the end of such period, related
statement of consolidated income, statement of consolidated
shareowners' equity, and statement of cash flows, all prepared in
accordance with accounting principles generally accepted in the United
States, accompanied by an unqualified audit report of independent
auditors acceptable to the Lenders;
(ii) within sixty (60) days after the close of the first three
quarterly periods of each of the Company's fiscal years, unaudited
consolidated financial statements for the Company and its
Subsidiaries, including a consolidated balance sheet as of the end of
such period, related statement of consolidated income and statement of
cash flows, all prepared in accordance with accounting principles
generally accepted in the United States for the period from the
beginning of such fiscal year to the end of such quarter, all
certified by a Designated Financial Officer;
1.7. Clauses (iv) through (vi) of Section 6.12 of the Credit Agreement
are hereby amended and restated in their entirety as follows:
(iv) in connection with the Company's continuing integration of
the Arvin and Meritor businesses, the Company and its Subsidiaries may
sell, lease, transfer or otherwise dispose of plants and real estate,
provided that the aggregate book value of all such plants and real
estate so sold, leased, transferred or otherwise disposed (together
with all such plants and real estate sold prior to the Closing Date)
does not exceed $225,000,000 and provided prior to the consummation of
such transaction, notice of such sale, lease, transfer or other
disposition shall have been provided by the Company to the
Administrative Agent identifying such transaction as an integration
transaction pursuant to the terms of this clause (iv);
(v) the Company may sell its interests in each of (a) Roll
Coater, Inc., an Indiana corporation, (b) AVM, Inc., a South Carolina
corporation, (c) the facility located at 2020 15th Street, Columbus,
Indiana 47201 (d) a line of business consisting of off-highway
planetary axles, in each case, in its entirety or in a series of one
or more transactions; and
(vi) Other leases, sales, sales and leasebacks or other
dispositions of its Property that, (a) are not for less than fair
market value and (b) together with all other Property of the Company
and its Subsidiaries previously leased, sold or disposed of (other
than as provided in clauses (i) through (v) above) as permitted by
this Section during the twelve-month period ending with the month
prior to the month in which any such lease, sale or other disposition
occurs, do not constitute a Substantial Portion of the Property of the
Company and its Subsidiaries, excluding from such calculation sales,
leases, sale leasebacks or other dispositions where the fair market
value of the asset sold in such transaction (or a series of related
transactions) does not exceed $1,000,000.
1.8. Section 6.14(v) of the Credit Agreement is hereby amended to add
the words "and Synthetic Leases" immediately after the words "Capitalized
Leases."
1.9. Section 6.14(xiii) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
(xiii) Liens arising under the Loan Documents, including Section
2.19.7, and Liens arising under the 3-Year Revolving Credit Agreement
and the related loan documents;
1.10. Section 6.14 of the Credit Agreement is hereby amended to
renumber clause (xvi) as clause (xvii) and to include the following new
clause (xvi) immediately prior thereto:
(xvii) Deposit arrangements and pledges of cash or cash equivalents
that secure only obligations under Rate Hedging Agreements otherwise
permitted hereunder; and
1.11. The first provisio in the last sentence of Section 6.14 is
hereby restated in its entirety as follows:
provided, that any agreement, note, indenture or other instrument in
connection with purchase money Indebtedness (including Capitalized
Leases) and Synthetic Leases may prohibit the creation of a Lien in
favor thereof on the items of property obtained with the proceeds of
such purchase money Indebtedness or subject to such Synthetic Leases;
1.12. Section 6.19 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
6.19. Additional Guarantees. The Company will not permit any of
its Subsidiaries to become co-obligors or guarantors of any
Indebtedness, Synthetic Lease Obligations or Off-Balance Sheet
Liabilities of the Company unless such Subsidiaries similarly become
co-obligors or guarantors of the Indebtedness hereunder and under the
3-Year Revolving Credit Agreement.
1.13. Section 6.22 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
6.22 Financial Contracts. The Company shall not and shall not
permit any of its Subsidiaries to enter into any Financial Contracts
other than (a) Financial Contracts entered into to hedge or mitigate
risks to which the Company or any Subsidiary has actual exposure and
which, accordingly, are of a non-speculative nature (other than those
in respect of Capital Stock of the Company or any of its Subsidiaries)
and (b) Financial Contracts entered into in order to effectively cap,
collar or exchange interest rates (from fixed to floating rates, from
one floating rate to another floating rate or otherwise) with respect
to any interest-bearing liability or investment of the Company or any
Subsidiary.
1.14. Section 7.1.5 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
7.1.5. Failure of the Company, a Foreign Subsidiary Borrower or
any other Subsidiary to pay (i) any Indebtedness under the 3-Year
Revolving Credit Agreement or (ii) without duplication, any other
Indebtedness (other than the Indebtedness hereunder), Priority
Indebtedness, Off-Balance Sheet Liabilities or obligations arising
under Financial Contracts with a principal amount individually or in
the aggregate in excess of $35,000,000 when due (the Indebtedness,
Priority Indebtedness, Off-Balance Sheet Liabilities and obligations
arising under Financial Contracts in this clause (ii) being referred
to as "MATERIAL LIABILITIES"), or the default by the Company, any
Foreign Subsidiary Borrower or any other Subsidiary in the performance
of any other term, provision or condition contained in the 3-Year
Revolving Credit Agreement or any other agreement under which any such
Material Liabilities was created or is governed, the effect of which
is to cause, or to permit the holder or holders of such Indebtedness
under the 3-Year Revolving Credit Agreement or such Material
Liabilities to cause, such Indebtedness or Material Liabilities to
become due prior to its stated maturity; or any such Indebtedness
under the 3-Year Revolving Credit Agreement or such Material
Liabilities shall be declared to be due and payable or required to be
prepaid (other than by a regularly scheduled payment), prior to the
stated maturity thereof.
1.15. Section 10.12 of the Credit Agreement is hereby amended to
change the references to "Section 10.13" and "Section 10.13(b)" to "Section
10.12" and "Section 10.12(b)" respectively.
1.16. Exhibit C to the Credit Agreement (Compliance Certificate) is
hereby amended and restated in its entirety in the form attached as Annex A
hereto.
2. Conditions Precedent. This Amendment shall become effective as of
the date first above written, if, and only if the Administrative Agent has
received:
2.1. duly executed originals of this Amendment from the Borrowers and
the Required Lenders; and
2.2. evidence satisfactory to the Administrative Agent and the
Syndication Agent that the 364-Day Credit Agreement shall have been
refinanced by a 3-year revolving credit facility in form and substance
acceptable to the Administrative Agent and the Syndication Agent
(substantially concurrently herewith) that conforms the calculation of the
utilization fee contained therein to the calculation set forth in the
Credit Agreement, as amended hereby; it being understood that such 3-year
credit facility may, but shall not be required to, contain additional
changes to those set forth herein.
3. Representations and Warranties of the Borrowers. The Borrowers
hereby represent and warrant as follows:
(a) The Borrowers have the requisite corporate or other organizational
power and authority to execute and deliver this Amendment and the officers of
the Borrowers executing this Amendment have been duly authorized to execute and
deliver the same and bind the Borrowers with respect to the provisions hereof.
(b) This Amendment and the Credit Agreement, as amended hereby,
constitute legal, valid and binding obligations of the Borrowers and are
enforceable against the Borrowers in accordance with their terms (except as
enforceability may be limited by bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors' rights generally).
(c) Upon the effectiveness of this Amendment, the Borrowers hereby
reaffirm all representations and warranties made in the Credit Agreement, and to
the extent the same are not amended hereby, agree that all such representations
and warranties shall be deemed to have been remade as of the date of delivery of
this Amendment, unless and to the extent that any such representation and
warranty is stated to relate solely to an earlier date, in which case such
representation and warranty shall be true and correct as of such earlier date.
(d) No Default or Unmatured Default has occurred and is continuing
under the Credit Agreement that has not been waived.
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after the date
hereof, each reference in the Credit Agreement to "this Credit Agreement,"
"hereunder," "hereof," "herein" or words of like import shall mean and be a
reference to the Credit Agreement, as amended hereby.
(b) Except as specifically amended or waived above, the Credit
Agreement, as amended hereby, and all other documents, instruments and
agreements executed and/or delivered in connection therewith, shall remain in
full force and effect, and are hereby ratified and confirmed.
(c) Except as expressly provided herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of the Agents or the Lenders, nor constitute a waiver of any
provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.
5. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal laws (as opposed to the conflict of law provisions)
of the State of Illinois.
6. Headings. Section 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.
7. Counterparts. This Amendment 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.
SIGNATURE PAGES TO BE ATTACHED SEPARATELY
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered on
the date first above written.
ARVINMERITOR, INC., as a Borrower
By: /s/ Frank A. Voltolina
------------------------------------------------
Name: Frank A. Voltolina
Title: Vice President and Treasurer
MERITOR AUTOMOTIVE CANADA, INC., as a Borrower
By: /s/ Frank A. Voltolina
------------------------------------------------
Name: Frank A. Voltolina
Title: Treasurer
ARVIN FINANCE IRELAND, as a Borrower
By: /s/ Frank A. Voltolina
------------------------------------------------
Name: Frank A. Voltolina
Title: Director
MERITOR HEAVY VEHICLE SYSTEMS LIMITED, as a Borrower
By: /s/ Allan H.S. Johnson
------------------------------------------------
Name: Allan H.S. Johnson
Title: Director
Signature Page to Amendment No. 3 to
Amended and Restated 5-Year Revolving Credit Agreement
LENDERS:
BANK ONE, NA (Main Office Chicago), as
Administrative Agent, an Issuer, the Swing Line
Bank and a Lender
By: /s/ William J. Maxbauer
-------------------------------------------
Name: William J. Maxbauer
Title: Director
JP MORGAN CHASE BANK (successor to THE
CHASE MANHATTAN BANK), as Syndication
Agent and a Lender
By: /s/ Karen May Sharf
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Name: Karen May Sharf
Title: Vice President
BANK OF AMERICA, N.A., as Documentation
Agent and a Lender
By: /s/ Charles A. McDonell
-------------------------------------------
Name: Charles McDonell
Title: Managing Director
CITICORP USA, INC., as Documentation Agent
and a Lender
By: /s/ Michael D'Arina
-------------------------------------------
Name: Michael D'Arina
Title: Relationship Manager
Citibank N.A.
XXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXX
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
as a Lender
By: /s/ Paresh R. Shah
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Name: Paresh R. Shah
Title: Vice President
Signature Page to Amendment No. 3 to
Amended and Restated 5-Year Revolving Credit Agreement
COMERICA BANK, as a Lender
By: /s/ Robert M. Ramirez
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Name: Robert M. Ramirez
Title: Assistant Vice President
DEUTSCHE BANK AG
NEW YORK BRANCH AND/OR CAYMAN ISLAND BRANCH,
as a Lender
By: /s/ Oliver Schwarz
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Name: Oliver Schwarz
Title: Vice President
By: /s/ Hans-Josef Thiele
----------------------------------------
Name: Hans-Josef Thiele
Title: Director
KEYBANK NATIONAL ASSOCIATION, as a Lender
By: /s/ J.T. Taylor
----------------------------------------
Name: J.T. Taylor
Title: Vice President
UBS AG, STAMFORD BRANCH, as a Lender
By: /s/ Wilfred V. Saint
----------------------------------------
Name: Wilfred V. Saint
Title: Associate Director
By: /s/ Patricia O'Kicki
----------------------------------------
Name: Patricia O'Kicki
Title: Director
Signature Page to Amendment No. 3 to
Amended and Restated 5-Year Revolving Credit Agreement
HSBC BANK PLC, as a Lender
By: /s/ G R Thomas
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Name: G R Thomas
Title: Global Relationship Manager
ABN AMRO BANK N.V., as a Lender
By:
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Name:
Title:
By:
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Name:
Title:
FIRST UNION NATIONAL BANK, as a Lender
By:
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Name:
Title:
FLEET NATIONAL BANK, as a Lender
By:
----------------------------------
Name:
Title:
SUNTRUST BANK, as a Lender
By: /s/ William C. Humphries
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Name: William C. Humphries
Title: Director
Signature Page to Amendment No. 3 to
Amended and Restated 5-Year Revolving Credit Agreement
TORONTO DOMINION (TEXAS), INC., as a Lender
By: /s/ Ann S. Slanis
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Name: Ann S. Slanis
Title: Vice President
MELLON BANK, N.A., as a Lender
By: /s/ Daniel J. Lenckos
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Name: Daniel J. Lenckos
Title: Vice President
THE BANK OF NEW YORK, as a Lender
By: /s/ Joshua Feldman
---------------------------------------
Name: Joshua Feldman
Title: Vice President
BAYERISCHE LANDESBANK GIROZENTRALE,
CAYMAN ISLANDS BRANCH, as a Lender
By: /s/ Peter Obermann
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Name: Peter Obermann
Title: Vice President
By: /s/ James H. Boyle
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Name: James H. Boyle
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By: /s/ Lee E. Greve
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Name: Lee E. Greve
Title: First Vice President
Signature Page to Amendment No. 3 to
Amended and Restated 5-Year Revolving Credit Agreement
FIRSTAR BANK, NA, as a Lender
By:
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Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
CHICAGO BRANCH, as a Lender
By:
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Name:
Title:
LLOYDS TSB BANK plc, as a Lender
By: /s/ Richard M. Heath
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Name: Richard M. Heath
Title: Vice President,
Corporate Banking, USA
H009
By: /s/ Lisa Maguire
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Name: Lisa Maguire
Title: Assistant Vice President
Corporate Banking USA
M067
NATIONAL CITY BANK OF INDIANA, as a Lender
By: /s/ David G. McNeely
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Name: David G. McNeely
Title: Corporate Banking Officer
By:
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Name:
Title:
Signature Page to Amendment No. 3 to
Amended and Restated 5-Year Revolving Credit Agreement
INTESABCI-NEW YORK BRANCH, as a Lender
By:
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Name:
Title:
By:
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Name:
Title:
NORDEA BANK FINLAND PLC, (aka MERITA BANK PLC);
as a Lender
By: /s/ Ulf Forsstrom
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Name: Ulf Forsstrom
Title: Vice President
By: /s/ Thomas Hickey
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Name: Thomas Hickey
Title: Vice President
Signature Page to Amendment No. 3 to
Amended and Restated 5-Year Revolving Credit Agreement