1
EXHIBIT 10.7
182886
FIRST AMENDMENT TO REVOLVING
CREDIT AND TERM LOAN AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this
"First Amendment") is made and entered into as of the 11th day of August, 1995,
by and among USA WASTE SERVICES, INC., a Delaware corporation (the "Borrower"),
its Subsidiaries listed on Schedule 1 to the Credit Agreement defined below
(collectively the "Guarantors"), THE FIRST NATIONAL BANK OF BOSTON, a national
banking association ("FNBB"), BANK OF AMERICA ILLINOIS, an Illinois banking
association ("BAI"), and J.P. MORGAN SECURITIES, INC., a Delaware corporation
("J.P. Morgan") (collectively, the "Agents"), FNBB, BAI, Morgan Guaranty Trust
Company of New York, a New York state banking association ("MGT") and the other
financial institutions party hereto (collectively, the "Banks"), and MGT as the
Administrative Agent and FNBB, as Documentation Agent (collectively, the "Bank
Agents").
WHEREAS, the Borrower, the Guarantors, FNBB, BAI, MGT, the Agents and
the Bank Agents entered into a Revolving Credit and Term Loan Agreement dated
as of June 30, 1995 (the "Credit Agreement"), pursuant to which FNBB, BAI and
MGT extended credit to the Borrower on the terms set forth therein;
WHEREAS, FNBB, BAI and MGT (collectively, the "Assignor Banks") wish
to assign interests in their respective Term Loans, Revolving Credit Loans,
Letter of Credit Participations and other rights, interests and obligations
under the Credit Agreement to the financial institutions listed on Schedule 2
attached hereto (collectively, the "Assignee Banks"), and the Assignee Banks
wish to assume such interests and become parties to the Credit Agreement, all
as set forth in this First Amendment;
WHEREAS, the parties desire to amend the Credit Agreement to reflect
such assignments on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to amend the Credit Agreement as follows:
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1. DEFINITIONS. Capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Credit Agreement.
2. AMENDMENT TO Section 1 OF THE CREDIT AGREEMENT. The
definition of "Commitment Percentage" set forth in Section 1.1 of the Credit
Agreement is hereby amended by deleting such definition in its entirety and
substituting the following new definition in place thereof:
"Commitment Percentage. With respect to each Bank, the
percentage set forth on Schedule 2.
3. AMENDMENT TO Section 3.5 OF THE CREDIT AGREEMENT. Section 3.5
of the Credit Agreement is hereby amended by deleting the word "he" and
substituting the word "The" in place thereof.
4. AMENDMENT TO Section 7.4(C) OF THE CREDIT AGREEMENT. Section
7.4(c) of the Credit Agreement is hereby amended by deleting the text "Sections
8.1(h) and (n)" and substituting the text "Sections 8.1(h), (m) and (o)" in
place thereof.
5. AMENDMENT TO 7.4 OF THE CREDIT AGREEMENT. Section 7.4 of the
Credit Agreement is hereby amended by deleting the text "provided, however,
that such Bank shall, to the extent practicable and allowable under law, notify
the Borrower within a reasonable period prior to the time any such disclosure
is made; and provided further," where such text appears in the final paragraph
of such Section 7.4 and substituting in lieu thereof the text "provided,
however,".
6. AMENDMENT TO Section 16.4 OF THE CREDIT AGREEMENT. Section
16.4 of the Credit Agreement is hereby amended by deleting the text "Section
14.3" and substituting the text "Section 16.3" in place thereof.
7. AMENDMENT TO Section 20 OF THE CREDIT AGREEMENT. Section 20
of the Credit Agreement is hereby amended by inserting the word "each" after
the text "consent of" and before the text "the Banks."
8. AMENDMENT TO SCHEDULE 2 OF THE CREDIT AGREEMENT. Schedule 2
to Credit Agreement is hereby amended by deleting such schedule in its entirety
and substituting the Schedule 2 attached hereto in place thereof.
9. AMENDMENT TO EXHIBIT C OF THE CREDIT AGREEMENT. Exhibit C to
the Credit Agreement is hereby amended by inserting the following text at the
end thereof:
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"Attached hereto are calculations relating to compliance with
the convenants set forth in Sections 8.1(h), (m) and (o),
8.3(e) and 8.9."
10. ASSIGNMENT. (a) Each of the Assignor Banks hereby sells and
assigns to the Assignee Banks, and each of the Assignee Banks hereby purchases
and assumes without recourse to the Assignor Banks, an interest in and to
rights, benefits, indemnities and obligations under the Credit Agreement equal
to such Assignee Bank's Commitment Percentage (set forth on Schedule 2 to the
Credit Agreement) in respect of the Total Revolving Credit Commitment, the
Letter of Credit Participations and the Term Loan, each as in effect
immediately prior to the Effective Date (as hereinafter defined). Nothing
contained in this Section 10(a) shall affect the rights of any Assignee Bank to
proceed against any Assignor Bank for losses directly caused by such Assignor
Bank's breach of the representations set forth in Section 10(b).
(b) Each of the Assignor Banks makes no representation or
warranty, express or implied, and shall have no responsibility with respect to
any statements, warranties or representations made in or in connection with the
Credit Agreement or any of the other Loan Documents or the execution (other
than with respect to each its own execution thereof), legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, the
other Loan Documents or any other instrument or document furnished pursuant
thereto or the attachment, perfection or priority of any security interest or
mortgage, other than that such Assignor Bank is the legal and beneficial owner
of its interests being assigned hereunder free and clear of any claim or
encumbrance and that such Assignor Bank has no knowledge or notice of a Default
or an Event of Default.
(c) Each of the Assignee Banks (i) confirms that it has
received a copy of the Credit Agreement and each of the other Loan Documents,
together with copies of the most recent financial statements delivered pursuant
to Sections 6.4 and 7.4 of the Credit Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into the Credit Agreement; and (ii) agrees that it has made
its own credit decisions in entering into the Credit Agreement, and will
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement, in each case independently and without reliance upon the
Assignor Banks, the Agents, the Bank Agents or any other Bank.
(d) From and after the Effective Date, each of the
Assignee Banks shall be a party to the Credit Agreement and have the rights and
obligations of a Bank thereunder.
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11. REPRESENTATIONS AND WARRANTIES. The Borrower and the
Guarantors jointly and severally represent and warrant as follows:
(a) The execution, delivery and performance of this First
Amendment, the Replacement Notes (as hereinafter defined) and the Credit
Agreement, as modified by this First Amendment, and the transactions
contemplated hereby and thereby (i) are within the corporate authority of the
Borrower and each of the Guarantors, (ii) have been duly authorized by all
necessary corporate proceedings on the part of the respective Borrower or
Guarantor, (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 or any Guarantor is subject or any judgment, order, writ, injunction,
license or permit applicable to the Borrower or any Guarantor so as to
materially adversely affect the assets, business or any activity of the
Borrower and the Guarantors as a whole, and (iv) do not conflict with any
provision of the corporate charter or bylaws of the Borrower or any Guarantor
or any agreement or other instrument binding upon the Borrower or any
Guarantor.
(b) The execution, delivery and performance of this First
Amendment, the Replacement Notes and the Credit Agreement, as modified by this
First Amendment, will result in valid and legally binding obligations of the
Borrower and the Guarantors party thereto enforceable against each 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, delivery and performance by the Borrower and
the Guarantors of this First Amendment, the Replacement Notes and the Credit
Agreement, as modified by this First Amendment, and the consummation by the
Borrower and the Guarantors 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 and those required after
the date hereof in connection with the Borrower's and the Guarantors'
performance of their covenants contained in Sections 7, 8 and 9 of the Credit
Agreement.
(d) The representations and warranties contained in Section 6 of
the Credit Agreement are true and correct in all material respects as of the
date hereof as though made on and as of the date hereof.
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(e) No Default or Event of Default under the Credit Agreement has
occurred and is continuing.
12. 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. Each of the Guarantors hereby
confirms that its guaranty of the Guaranteed Obligations contained in Section
27 of the Credit Agreement remains in full force and effect. This First
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
First Amendment.
13. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND
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.
14. COUNTERPARTS. This First Amendment may be executed in any
number of 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.
15. EFFECTIVENESS. This First Amendment shall become effective
upon the satisfaction of each of the following conditions (the "Effective
Date"):
(a) This First Amendment shall have been executed and delivered by
the respective parties hereto;
(b) The Borrower shall have executed and delivered to each of the
Banks (i) an Amended and Restated Revolving Credit Note in substantially the
form of Exhibit A-1 to the Credit Agreement in an amount equal to such Bank's
Revolving Credit Commitment (based on such Bank's Commitment Percentage set
forth on Schedule 2 attached hereto) and (ii) an Amended and Restated Term Note
in substantially the form of Exhibit A-2 to the Credit Agreement in an amount
equal to such Bank's Commitment Percentage (as set forth on Schedule 2 attached
hereto) of the Term Loan, each such Note to be in form and substance
satisfactory to each Bank (collectively, the "Replacement Notes");
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(c) All corporate action necessary for the valid execution,
delivery and performance by the Borrower of the Credit Agreement, as amended by
this First Amendment, and the Replacement Notes shall have been taken, and
evidence thereof satisfactory to the Banks shall have been provided to the
Banks;
(d) The Agent shall have received a certificate of the Secretary
or Clerk of the Borrower stating that no amendments to the charter documents of
the Borrower have been adopted since June 30, 1995 (other than as set forth in
such certificate);
(e) The Banks shall have received from Snell & Smith, P.C. an
opinion addressed to the Banks dated the Effective Date, in form and substance
satisfactory to the Banks, regarding this First Amendment and the Replacement
Notes.
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IN WITNESS WHEREOF, each of the undersigned have duly executed this
First Amendment under seal as of the date first set forth above.
THE BORROWER:
USA WASTE SERVICES, INC.
By: /s/ EARL E. DEFRATES
---------------------------------------
Earl E. DeFrates, Executive Vice
President and Chief Financial
Officer
THE GUARANTORS:
BEST PAK DISPOSAL, INC.
BIG DIPPER ENTERPRISES, INC.
BREM-AIR DISPOSAL, INC.
CENTRAL ILLINOIS DISPOSAL,
INC.
COUNTRYSIDE LANDFILL, INC.
CRYSTAL LAKE DISPOSAL, INC.
CUSTOM DISPOSAL SERVICES,
INC.
EARTHMOVERS, INC.
ELLIS-SCOTT, INC.
ENVIROFIL, INC.
ENVIROFIL OF ILLINOIS, INC.
(FORMERLY LEROY BROWN & SONS,
INC.)
ENVIROFIL SERVICES, INC.
ENVIRONMENTAL WASTE OF
SKAGIT COUNTY, INC.
By: /s/ EARL E. DEFRATES
---------------------------------------
Earl E. DeFrates, Executive Vice
President and Chief Financial
Officer of each of the Companies
listed above
8
EVH CO.
EWA, INC. (FORMERLY MARCH
ACQUISITION CORPORATION)
FORCEES, INC.
JUAN DE FUCA CORRUGATED, LTD.
KITSAP COUNTY SANITARY
LANDFILL, INC.
LAKELAND PROPERTIES, INC.
LIBERTY LANDFILL, INC.
MEADOWBROOK CARTING CO.,
INC.
MID-JERSEY DISPOSAL CO., INC.
MID-VALLEY ACQUISITION
CORPORATION
MISSION DISPOSAL, INC.
NORTH SOUND SANITATION, INC.
QUALITY RECYCLING CO., INC.
SACRAMENTO VALLEY
ENVIRONMENTAL WASTE
COMPANY
SOIL REMEDIATION OF
PHILADELPHIA, INC.
SOUTH SOUND SANITATION, INC.
STANWOOD CAMANO DISPOSAL,
INC.
STOCKTON SCAVENGERS
ASSOCIATION
USA WASTE HAULING OF
PHILADELPIA, INC.
USA WASTE OF OKLAHOMA, INC.
(FORMERLY UNITED SANITATION
ASSOCIATES WASTE MANAGEMENT,
INC.)
USA WASTE OF ARIZONA, INC.
USA WASTE OF ILLINOIS, INC.
USA WASTE OF INDIANA, INC.
By: /s/ EARL E. DEFRATES
---------------------------------------
Earl E. DeFrates, Executive Vice
President and Chief Financial
Officer of each of the Companies
listed above
9
USA WASTE OF TEXAS, INC.
(FORMERLY USA WASTE SERVICES,
INC. OF TEXAS)
U.S.A. WASTE OF FAIRLESS
HILLS, INC.
CLEANSOILS FAIRLESS HILLS,
INC.
WEST VIRGINIA WASTE
SERVICES, INC.
WPP, INC.
WASTE RECOVERY
CORPORATION
CHAMBERS ACQUISITION CORP.
CHAMBERS DEVELOPMENT
COMPANY, INC.
CHAMBERS CLEARVIEW
ENVIRONMENTAL LANDFILL,
INC.
CHAMBERS DEVELOPMENT OF
OHIO, INC.
CHAMBERS DEVELOPMENT OF
VIRGINIA, INC.
CHAMBERS ENTERPRISES, INC.
CHAMBERS INTERNATIONAL,
INC.
CHAMBERS LAUREL HIGHLANDS
LANDFILL, INC.
CHAMBERS MAPLEWOOD
LANDFILL, INC.
CHAMBERS MEDICAL
TECHNOLOGIES, INC.
(INCORPORATED 2/12/85)
CHAMBERS MEDICAL
TECHNOLOGIES, INC.
(INCORPORATED 4/26/91)
By: /s/ EARL E. DEFRATES
---------------------------------------
Earl E. DeFrates, Executive Vice
President and Chief Financial
Officer of each of the Companies
listed above
10
CHAMBERS MEDICAL
TECHNOLOGIES OF SOUTH
CAROLINA, INC.
CHAMBERS NEW JERSEY LAND,
INC.
CHAMBERS OAKRIDGE USA
LANDFILL, INC.
CHAMBERS ORANGE COUNTY
LANDFILL, INC.
CHAMBERS RESOURCES, INC.
CHAMBERS RICHLAND COUNTY
LANDFILL, INC.
CHAMBERS SERVICES, INC.
CHAMBERS SMYRNA LANDFILL,
INC.
CHAMBERS WASTE SYSTEMS OF
CALIFORNIA, INC.
CHAMBERS WASTE SYSTEMS OF
FLORIDA, INC.
CHAMBERS WASTE SYSTEMS OF
MISSISSIPPI, INC.
CHAMBERS WASTE SYSTEMS OF
NEW YORK, INC.
CHAMBERS WASTE SYSTEMS OF
NORTH CAROLINA, INC.
CHAMBERS WASTE SYSTEMS OF
OHIO, INC.
CHAMBERS WASTE SYSTEMS OF
NEW JERSEY, INC.
CHAMBERS WASTE SYSTEMS OF
RHODE ISLAND, INC.
CHAMBERS WASTE SYSTEMS OF
SOUTH CAROLINA, INC.
CHAMBERS WASTE SYSTEMS OF
TEXAS, INC.
By: /s/ EARL E. DEFRATES
---------------------------------------
Earl E. DeFrates, Executive Vice
President and Chief Financial
Officer of each of the Companies
listed above
11
CHAMBERS WASTE SYSTEMS OF
VIRGINIA, INC.
CHAMBERS OF DELAWARE, INC.
CHAMBERS OF GEORGIA, INC.
CHAMBERS OF ILLINOIS, INC.
CHAMBERS OF INDIANA, INC.
CHAMBERS OF NEW JERSEY,
INC.
CHAMBERS OF NEW JERSEY
RECYCLING, INC.
CHAMBERS OF MARYLAND, INC.
CHAMBERS OF
MASSACHUSETTS, INC.
CHAMBERS OF MISSISSIPPI, INC.
CHAMBERS OF PENNSYLVANIA,
INC.
CHAMBERS OF TENNESSEE, INC.
CHAMBERS OF WEST VIRGINIA,
INC.
DAUPHIN MEADOWS, INC.
THE H. SIENKNECHT CO.
LCS SERVICES, INC.
WILLIAM H. MARTIN, INC.
MORRIS COUNTY TRANSFER
STATION, INC.
RAIL-IT CORPORATION
REMOTE LANDFILL SERVICES,
INC.
CDC SERVICES, INC.
SOUTHERN ALLEGHENIES
DISPOSAL SERVICES, INC.
U.S. SERVICES CORPORATION
U.S. UTILITIES SERVICES CORP.
CHAMBERS R & B LANDFILL,
INC.
By: /s/ EARL E. DEFRATES
---------------------------------------
Earl E. DeFrates, Executive Vice
President and Chief Financial
Officer of each of the Companies
listed above
12
By: Rail-It Corporation, Its General
Partner
By:/s/ [ILLEGIBLE]
-------------------------------------
Title: Vice President
---------------------------------
THE BANKS AND AGENTS:
THE FIRST NATIONAL BANK OF BOSTON,
Individually and as Documentation
Agent and Issuing Bank and as Agent
By: /s/ CHARLES C. WOODARD
-------------------------------------
Title: Charles C. Woodard, Managing
Director
---------------------------------
BANK OF AMERICA, ILLINOIS, Individually
and as Agent
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Vice President
---------------------------------
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, Individually and as the
Administrative Agent
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Vice President
---------------------------------
13
J.P. MORGAN SECURITIES INC., as Agent
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Vice President
---------------------------------
BANK OF AMERICA ILLINOIS
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Vice President
---------------------------------
THE BANK OF NOVA SCOTIA
By: /s/ W.J. BROWN
-------------------------------------
Title: W.J. Brown, Vice President
---------------------------------
BANK ONE, TEXAS N.A.
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Vice President
---------------------------------
BANQUE PARIBAS, HOUSTON
AGENCY
By: /s/ CHERYL JOHNSON
-------------------------------------
Title: CHERYL JOHNSON, ASST. VICE
PRESIDENT
---------------------------------
By:/s/ SCOTT CLINGAN
-------------------------------------
Title: SCOTT CLINGAN, VICE PRESIDENT
---------------------------------
BHF-BANK AG
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Vice President
---------------------------------
CIBC INC.
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Vice President
---------------------------------
14
COMERICA BANK
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Vice President
----------------------------------
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK,
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By: /s/ W. JEFFREY VOLLACK
-------------------------------------
Title: W. Jeffrey Vollack, Vice
President, Manager
---------------------------------
By: /s/ DANA W. HEMENWAY
-------------------------------------
Title: DANA W. HEMENWAY, Vice President
---------------------------------
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Vice President
---------------------------------
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS
BRANCHES
By: /s/ JEAN M. HANNIGAN
-------------------------------------
Title: Jean M. Hannigan, Assistant Vice
President
---------------------------------
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Vice President
---------------------------------
FIRST INTERSTATE BANK OF TEXAS,
N.A.
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Vice President
---------------------------------
15
FLEET BANK OF MASSACHUSETTS,
N.A.
By: /s/ THOMAS J. BULLARD
------------------------------------
Title: Vice President
---------------------------------
THE FUJI BANK, LIMITED, HOUSTON
AGENCY
By: /s/ PHILIP C. LAUINGER III
------------------------------------
Title: Vice President & Joint Manager
--------------------------------
HIBERNIA NATIONAL BANK
By: /s/ [ILLEGIBLE]
------------------------------------
Title: Vice President
--------------------------------
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By: /s/ [ILLEGIBLE]
------------------------------------
Title: Joint General Manager
--------------------------------
NATWEST BANK N.A.
By: /s/ KATHLEEN WEISS
------------------------------------
Title: Vice President
--------------------------------
16
THE NIPPON CREDIT BANK, LTD.
By: /s/ [ILLEGIBLE]
------------------------------------
Title: Senior Manager
---------------------------------
THE SANWA BANK, LIMITED, DALLAS AGENCY
By: /s/ MATTHEW G. PATRICK
------------------------------------
Title: Vice President
--------------------------------
THE SUMITOMO BANK, LTD. -
HOUSTON AGENCY
By: /s/ TOSHIRO KUBOTA
------------------------------------
Title: Joint General Manager
--------------------------------
SOCIETY NATIONAL BANK
By: /s/ JANICE M. COOK
------------------------------------
Title: Vice President
--------------------------------
UNION BANK
By: /s/ JULIE B. BLOOMFIELD
------------------------------------
Title: Vice President
--------------------------------
WELLS FARGO BANK, N.A.
By: /s/ [ILLEGIBLE]
------------------------------------
Title: Seniro Vice President
--------------------------------
VAN KAMPEN MERRITT PRIME RATE INCOME
TRUST
By: /s/ JEFFREY W. MAILLET
------------------------------------
Title: Sr. Vice Pres. - Portfolio Mgr.
--------------------------------
17
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By: /s/ RAY WHITE
------------------------------------
Title: Authorized Signature
--------------------------------
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SCHEDULE 2
BANKS; COMMITMENT PERCENTAGE;
EURODOLLAR LENDING OFFICES
BANK OF AMERICA ILLINOIS
Commitment Percentage: 9.090909090900%
Eurodollar Lending Office:
231 LaSalle Street
Chicago, Illinois 60697
Attention: Noreen Wright
Telephone: 312-828-8162
Telecopier: 312-828-1974
THE FIRST NATIONAL BANK OF BOSTON
Commitment Percentage: 9.090909090900%
Eurodollar Lending Office:
Environmental Services Division
100 Federal Street, 01-08-05
Boston, MA 02110
Attn: Connie Keyes
Telephone: 617-434-3571
Telecopier: 617-434-2160
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, NY
Commitment Percentage: 9.090909090900%
Eurodollar Lending Office:
c/o J.P. Morgan Services Inc.
500 Stanton Christiana Road
Newark, DE 19713-2107
Attn: MOF Unit
Telephone: 302-634-1800
Telecopier: 302-634-1094
19
BHF - BANK AG
Commitment Percentage: 5.454545454500%
Eurodollar Lending Office:
Grand Cayman Branch c/o New York Branch
590 Madison Avenue
New York, NY 10022
Attn: Sharon Fang
Telephone: 212-756-5503
Telecopier: 212-756-5536
NATWEST BANK N.A.
Commitment Percentage: 5.454545454500%
Eurodollar Lending Office:
175 Water Street - 27th Floor
New York, NY 10038
Attn: Delores Jones
Telephone: 212-602-2578
Telecopier: 212-602-2590
CREDIT LYONNAIS CAYMAN ISLAND BRANCH AND
CREDIT LYONNAIS NEW YORK BRANCH
Commitment Percentage: 5.454545454500%
Eurodollar Lending Office:
Credit Lyonnais Cayman Island Branch c/o Credit Lyonnais Dallas
500 North Akard Sutie 3210
Dallas, TX
Attn: Judy Gordon
Telephone: 212-954-3500
Telecopier: 212-954-3312
DEUTSCHE BANK AG
Commitment Percentage: 5.454545454500%
Eurodollar Lending Office:
Cayman Islands Branch
31 West 52nd Street
New York, NY 10019
Attn: CFS John Quinn
Telephone: 212-474-8229
Telecopier: 212-474-7880
20
UNION BANK
Commitment Percentage: 4.181818181800%
Eurodollar Lending Office:
Energy Capital Services
445 S. Figueroa Street
15th Floor
Los Angeles, CA 90071
Attn: Yolande Hollis
Telephone: 213-236-5130
Telecopier: 213-236-4096
CANADIAN IMPERIAL BANK OF COMMERCE
Commitment Percentage: 4.181818181800%
Eurodollar Lending Office:
Two Paces West
Suite 1200
2727 Paces Ferry Road
Atlanta, GA 30339
Attn: Suzanne Miles
Telephone: 404-319-4822
Telecopier: 404-319-4950
FLEET BANK OF MASSACHUSETTS, N.A.
Commitment Percentage: 4.181818181800%
Eurodollar Lending Office:
75 State Street
Boston, MA 02109
Attn: Deborah Milue
Telephone: 617-346-1639
Telecopier: 617-346-1679
COMERICA BANK
Commitment Percentage: 4.181818181800%
Eurodollar Lending Office:
9th Floor MC3281 500 Woodward Ave
Detroit, MI 48226
Attn: Tina Azar
Telephone: 313-222-6274
Telecopier: 313-222-3330
21
VAN KAMPEN MERRITT PRIME RATE INCOME TRUST
Commitment Percentage: 4.181818181800%
Eurodollar Lending Office:
Van Kampen American Capital
One Parkview Plaza
Oakbrook Terrance, IL 60181
Attn: Brian Murphy
Telephone: 708-684-6479
Telecopier: 708-684-6740
THE NIPPON CREDIT BANK, LTD.
Commitment Percentage: 2.727272727200%
Eurodollar Lending Office:
245 Park Avenue - 30th Floor
New York, NY 10167
Attn: Peter Fiorillo
Telephone: 212-984-1263
Telecopier: 212-697-8034
FIRST INTERSTATE BANK OF TEXAS, N.A.
Commitment Percentage: 2.727272727200%
Eurodollar Lending Office:
1445 Ross Avenue
Suite 300
Dallas, TX 75201
Attn: Nancy Harwell
Telephone: 214-740-1569
Telecopier: 214-740-1519
COOPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
Commitment Percentage: 2.727272727200%
Eurodollar Lending Office:
245 Park Avenue
New York, NY 10167-0062
Attn: Brenda Lyew
Telephone: 212-916-7928
Telecopier: 212-916-7930
22
THE BANK OF NOVA SCOTIA
Commitment Percentage: 2.727272727200%
Eurodollar Lending Office:
Atlanta Agency
600 Peachtree Street, N.E.
Suite 2700
Atlanta, GA 30308
Attn: Phyllis Walker
Telephone: 404-877-1552
Telecopier: 404-888-8998
BANK ONE, TEXAS - N.A.
Commitment Percentage: 2.727272727200%
Eurodollar Lending Office:
Corporate Banking
910 Travis
7th Floor
Houston, TX 77002-58602
Attn: Michelle Wondrak
Telephone: 713-751-3605
Telecopier: 713-751-6199
BANQUE PARIBAS, HOUSTON AGENCY
Commitment Percentage: 2.727272727200%
Eurodollar Lending Office:
1200 Smith
Suite 3100
Houston, TX 77002
Attn: Leah Evans-Hughs
Telephone: 713-659-4811
Telecopier: 713-659-3832
23
THE FUJI BANK, LTD
Commitment Percentage: 2.727272727200%
Eurodollar Lending Office:
Houston Agency 1 Houston Center
1221 McKinney Street Suite 4100
Houston, TX 77010
Attn: Jenny Lin
Telephone: 713-650-7821
Telecopier: 713-759-0048
SOCIETY NATIONAL BANK
Commitment Percentage: 1.818181818100%
Eurodollar Lending Office:
127 Public Square
Cleveland, OH 44114-1306
Attn: Kathy Kuenig
Telephone: 216-689-4228
Telecopier: 216-689-4981
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
Commitment Percentage: 1.818181818100%
Eurodollar Lending Office:
New York Branch Finance Division
165 Broadway
New York, NY 10006
Attn: Mr. R. Pacifici
Telephone: 212-335-4801
Telecopier: 212-608-3452
THE SUMITOMO BANK, LTD.
Commitment Percentage: 1.818181818100%
Eurodollar Lending Office:
Houston Agency
NationsBank Center Suite 1750
700 Louisiana Street
Houston, TX 77002
Attn: Mr. Hiroshi Abe
Telephone: 713-238-8240
Telecopier: 713-759-0020
24
THE SANWA BANK LIMITED, DALLAS AGENCY
Commitment Percentage: 1.818181818100%
Eurodollar Lending Office:
901 Main Street
Suite 2830
Dallas, TX 75202
Attn; Greg Crowe
Telephone: 214-744-5555
Telecopier: 214-741-6535
HIBERNIA NATIONAL BANK
Commitment Percentage: 1.818181818100%
Eurodollar Lending Office:
313 Carondelet Street
New Orleans, LA 70130
Attn: Virginia Bell
Telephone: 504-533-2905
Telecopier: 504-533-5344
WELLS FARGO BANK, N.A.
Commitment Percentage: 1.818181818100%
Eurodollar Lending Office:
420 Montgomery
9th Floor
San Francisco, CA 94104
Dallas, TX 75201
Telephone: 415-396-3807
Telecopier: 415-989-4319