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Exhibit 10.1
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FOURTH AMENDMENT TO
AMENDED AND RESTATED
CREDIT AGREEMENT
dated as of July 30, 1996
among
INTERFACE, INC.,
INTERFACE SCHERPENZEEL B.V.,
INTERFACE EUROPE LIMITED,
THE LENDERS LISTED HEREIN,
SUNTRUST BANK, ATLANTA
(FORMERLY TRUST COMPANY BANK)
and
THE FIRST NATIONAL BANK OF CHICAGO,
as Co-Agents,
and
SUNTRUST BANK, ATLANTA
as Collateral Agent
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FOURTH AMENDMENT TO
AMENDED AND RESTATED
CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Fourth Amendment") made and entered into as of July 30, 1996, by and
among INTERFACE, INC., a Georgia corporation ("Interface"), INTERFACE
SCHERPENZEEL B.V., a "besloten vennootschap met beperkte aansprakelijkheid"
(private company with limited liability) incorporated and existing under the
laws of The Netherlands with its registered seat in Scherpenzeel, Gld., The
Netherlands ("Scherpenzeel B.V."), INTERFACE EUROPE LIMITED, a private company
limited by shares organized and existing under the laws of England and Wales
("Europe Limited"; Interface, Scherpenzeel B.V. and Europe Limited referred to
collectively herein as the "Borrowers"), SUNTRUST BANK, ATLANTA (formerly Trust
Company Bank), a banking corporation organized under the laws of the State of
Georgia ("TCB"), THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association ("FNBC"), the other banks and lending institutions listed on the
signature pages hereof (TCB, FNBC, and such other banks and lending
institutions referred to collectively herein as the "Lenders"), SUNTRUST BANK,
ATLANTA (formerly Trust Company Bank), in its capacity as agent for those
Lenders having outstanding Domestic Syndicated Loan Commitments or having
outstanding Domestic Revolving Loans or Term Loans as provided in the Credit
Agreement defined below (the "Domestic Agent"), THE FIRST NATIONAL BANK OF
CHICAGO, in its capacity as agent for those Lenders having outstanding
Multicurrency Syndicated Loan Commitments or having outstanding Multicurrency
Revolving Loans as provided in the Credit Agreement defined below (the
"Multicurrency Agent"; the Domestic Agent and the Multicurrency Agent referred
to collectively herein as the "Co-Agents"), and SUNTRUST BANK, ATLANTA
(formerly Trust Company Bank), in its capacity as collateral agent for the
Co-Agents and the Lenders (the "Collateral Agent");
WITNESSETH:
WHEREAS, the Borrowers, the Co-Agents, the Collateral Agent,
and the Lenders are parties to a certain Credit Agreement dated as of January
9, 1995, as amended and restated by a certain Amended and Restated Credit
Agreement dated as of June 30, 1995, and as further amended by a certain First
Amendment to Amended and Restated Credit Agreement dated as of July 31, 1995,
by a certain Second Amendment to Amended and Restated Credit Agreement dated as
of November 21, 1995, and by a certain Third Amendment to Amended and Restated
Credit Agreement dated as of February 28, 1996 (as so amended and restated, the
"Credit Agreement");
WHEREAS, the Borrowers have requested that the maturity date
of the domestic and multicurrency revolving credit facilities under the Credit
Agreement be extended to December 31, 2001, that certain changes be made with
respect to the commitment fees and interest rates to be
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applicable to the revolving credit facilities and the term loan facility under
the Credit Agreement, that a change be made in the financial covenants required
to be satisfied by Interface after the date hereof, and that certain other
amendments to the Credit Agreement be made;
WHEREAS, the Lenders and the Co-Agents have agreed to amend
the Credit Agreement as requested by the Borrowers, subject to the terms,
conditions and requirements set forth in this Fourth Amendment;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Borrowers, the Lenders, the Co-Agents
and the Collateral Agent agree as follows:
1. Defined Terms. Except as otherwise expressly defined herein, each
capitalized term used in this Fourth Amendment that is defined in the Credit
Agreement is used herein with the meaning assigned to such capitalized term in
the Credit Agreement.
2. Amendments to Section 1.01 ("Definitions").
(a) Section 1.01 of the Credit Agreement is hereby amended by
adding the following defined terms and definitions thereof in proper
alphabetical order:
"Applicable Commitment Fee Rate" shall mean the rate to be used to
calculate commitment fees payable by the Borrowers pursuant to Section 5.05(b)
and 5.05(c) during any of Interface's fiscal quarters from and after the Fourth
Amendment Effective Date, expressed as a percentage and determined for such
fiscal quarter from the chart set forth below based on Interface's Funded Debt
Coverage Ratio calculated as of the last day of the second fiscal quarter
immediately preceding the then current fiscal quarter:
Funded Debt Applicable Commitment
Coverage Ratio Fee Rate
-------------- ---------------------
Greater than or equal to 3.00 .25%
Less than 3.00, but greater than
or equal to 2.00 .20%
Less than 2.00 .15%
provided, however, if Interface fails to deliver its financial statements for
such second preceding fiscal quarter pursuant to Section 8.07 prior to the
first day of the then-current fiscal quarter, the Applicable Commitment Fee
Rate during such current fiscal quarter shall be .25%.
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"Fourth Amendment to Credit Agreement" shall mean the Fourth
Amendment to Amended and Restated Credit Agreement dated as of July 30, 1996,
by and among the Borrowers, the Lenders, the Co-Agents, and the Collateral
Agent, together with all exhibits thereto.
"Fourth Amendment Effective Date" shall mean the date on which
the conditions to the effectiveness of the Fourth Amendment to Credit Agreement
have been satisfied, as set forth in paragraph 12 of the Fourth Amendment to
Credit Agreement.
(b) The defined terms and definitions thereof listed below that
appear in the Credit Agreement are hereby amended by deleting said defined
terms and definitions in their entirety and substituting in lieu thereof the
following defined terms and definitions:
"Applicable Margin" shall mean, with respect to all
outstanding Loans during any of Interface's fiscal quarters prior to the Fourth
Amendment Effective Date, the "Applicable Margin" as determined pursuant to
this Agreement prior to giving effect to the Fourth Amendment to Credit
Agreement, and with respect to all outstanding Loans during any of Interface's
fiscal quarters from and after the Fourth Amendment Effective Date, the
percentage determined for such fiscal quarter from the chart set forth below
based on Interface's Funded Debt Coverage Ratio determined as of the last day
of the second fiscal quarter immediately preceding the then current fiscal
quarter:
Funded Debt
Coverage Ratio Applicable Margin
-------------- -----------------
Greater than or equal to 4.00 1.00%
Less than 4.00, but greater than
or equal to 3.50 .875%
Less than 3.50, but greater than
or equal to 3.00 .750%
Less than 3.00, but greater than
or equal to 2.50 .600%
Less than 2.50, but greater than
or equal to 2.00 .400%
Less than 2.00 .350%
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provided, however, if Interface fails to deliver its financial statements for
such second preceding fiscal quarter pursuant to Section 8.07 prior to the
first day of the then-current fiscal quarter, the Applicable Margin with
respect to Loans outstanding during such current fiscal quarter shall be 1.00%.
"Guarantors" shall mean, collectively, Interface, Guilford of
Maine, Inc., Guilford (Delaware), Inc., Interface Flooring Systems, Inc.,
Rockland React-Rite Inc., Interface Research Corporation, Interface Europe,
Inc., Pandel, Inc., Interface Asia-Pacific, Inc., Bentley, Prince Street,
Toltec Fabrics, Inc., Intek, Inc., C-Tec, Inc., and all other Material
Subsidiaries (excluding Interface SPC that are not Foreign Subsidiaries, and
their respective successors and permitted assigns.
"Pledged Stock" shall mean, collectively, (i) all issued and
outstanding capital stock, together with all warrants, stock options, and other
purchase and conversion rights with respect to such capital stock, of each of
Guilford of Maine, Inc., Guilford (Delaware), Inc., Interface Flooring Systems,
Inc., Interface Research Corporation, Rockland React-Rite, Inc., Pandel, Inc.,
Interface Europe, Inc., Interface Asia-Pacific, Inc., Bentley, Prince Street,
Toltec Fabrics, Inc., Intek, Inc., C-Tec, Inc., and all other Material
Subsidiaries of Interface organized in the United States other than Interface
SPC, and (ii) 66% of all issued and outstanding capital stock, together with
66% of all warrants, stock options, and other purchase and conversion rights
with respect to such capital stock, of Europe Limited, Interface Europe B.V.,
Interface Heuga Singapore Pte Ltd., Guilford of Maine (Canada), Inc., Interface
Flooring Systems (Canada), Inc., Interface Heuga Hong Kong Ltd., Interface
Heuga Australia Pty Limited, and all other Material Subsidiaries that are
Foreign Subsidiaries directly owned by Interface and/or one or more other
Subsidiaries organized in the United States.
"Revolver/Multicurrency Maturity Date" shall mean the
earlier of (i) December 31, 2001, and (ii) the date on which all amounts
outstanding under this Agreement have been declared or have automatically
become due and payable pursuant to the provisions of Article 10.
3. AMENDMENT TO SECTION 5.05 ("FEES"). Section 5.05 of the Credit Agreement is
hereby amended by deleting subsections (b) and (c) of said Section 5.05 in
their entirety and substituting in lieu thereof new subsections (b) and (c) as
follows:
(b) Interface shall pay to the Domestic Agent, for the
account of and distribution of the respective Pro Rata Shares to the Domestic
Syndicated Lenders, a commitment fee for the period commencing on the Initial
Closing Date to and including the Revolver/Multicurrency Maturity Date computed
at a per annum rate equal to (i) three-eighths of one percent (0.375%) prior
to the Fourth Amendment Effective Date, and (ii) the Applicable Commitment Fee
Rate on and after the Fourth Amendment Effective Date, in each case for each
fiscal quarter, calculated on the average daily unused portion of the Domestic
Syndicated Loan Commitments of such Domestic Syndicated Lenders, such fee being
payable quarterly in arrears on the last calendar day of each fiscal quarter of
Interface, and on the Revolver/Multicurrency Maturity Date. If any Letters of
Credit are or were
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outstanding at any time during such fiscal quarter, the average daily Aggregate
L/C Outstandings thereunder shall constitute a usage of the Domestic Syndicated
Loan Commitments (thereby reducing the unused portion of the Domestic
Syndicated Loan Commitments by a corresponding amount) for purposes of
calculating such commitment fee. Solely for purposes of calculating the fees
due under this Section 5.05(b), (i) no Domestic Bid Rate Loans shall constitute
a usage of any of the Domestic Syndicated Loan Commitments of the Domestic
Syndicated Lenders, and (ii) the aggregate principal amount of the Domestic
Swing Line Loans from time to time outstanding shall constitute a usage of the
Domestic Syndicated Loan Commitment only with respect to the Domestic Swing
Line Lender.
(c) The Multicurrency Borrowers shall pay to the
Multicurrency Agent, for the account of and distribution of the respective Pro
Rata Shares to the Multicurrency Syndicated Lenders, a commitment fee for the
period commencing on the Initial Closing Date to and including the
Revolver/Multicurrency Maturity Date computed at a per annum rate equal to (i)
three-eighths of one percent (0.375%) prior to the Fourth Amendment Effective
Date, and (ii) the Applicable Commitment Fee Rate on and after the Fourth
Amendment Effective Date, in each case for each fiscal quarter, calculated on
the average daily unused portion of the Multicurrency Syndicated Loan
Commitments of such Multicurrency Syndicated Lenders (based on the Dollar
Equivalent of such unused portion and calculated in the manner set forth in the
second sentence of Section 4.02(a)), such fee being payable quarterly in
arrears on the last calendar day of each fiscal quarter of Interface, and on
the Revolver/Multicurrency Maturity Date. Solely for purposes of calculating
the fees due under this Section 5.05(c), (i) no Multicurrency Bid Rate Loans
shall constitute a usage of any of the Multicurrency Syndicated Loan
Commitments of the Multicurrency Syndicated Lenders, and (ii) the aggregate
principal amount of the Multicurrency Swing Line Loans from time to time
outstanding shall constitute a usage of the Multicurrency Syndicated Loan
Commitment only with respect to the Multicurrency Swing Line Lender.
4. AMENDMENT TO SECTION 8.09 ("FINANCIAL COVENANTS"). Section 8.09 of the
Credit Agreement is hereby amended by deleting subsection (c) of said Section
8.09 in its entirety and substituting in lieu thereof a new subsection (c) as
follows:
(c) Funded Debt Coverage. Maintain as of the last day of
each fiscal quarter, a maximum Funded Debt Coverage Ratio as shown below for
each fiscal quarter ending during the periods indicated:
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Maximum Funded
Debt Coverage
Period Ratio
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Initial Closing Date through
June 29, 1997 4.75:1.00
June 30, 1997 and thereafter 4.50:1.00
5. AMENDMENT TO SECTION 12.06 ("BENEFIT OF AGREEMENT"). Subsection (c) of
Section 12.06 of the Credit Agreement is hereby amended by deleting the first
and third sentences of subsection (c) in their entirety and substituting in
lieu of the first sentence the following sentence:
Each Lender may assign all or a portion of its interests, rights and
obligations under this Agreement (including all or a portion of any of
its Commitments and the Loans at the time owing to it and the Notes
held by it) and the Letter of Credit Agreement to any Eligible
Assignee; provided, however, that (i) the Co-Agents and Interface must
give their prior written consent to such assignment (which consent
shall not be unreasonably withheld; it being agreed that, in the case
of any assignment of an L/C Subcommitment or other obligations under
the Letter of Credit Agreement, such consent will be properly withheld
if such assignee does not then possess the "Minimum Required Rating"
as provided in the Letter of Credit Agreement and has not been
approved by the L/C Issuer in its sole discretion), (ii) the aggregate
amount of the Commitments and outstanding Term Loans of the assigning
Lender that are subject to such assignment (determined as of the date
the Assignment and Acceptance with respect to such assignment is
delivered to the Co-Agents) shall not be less than $5,000,000, (iii)
the assigning Lender retains after the consummation of such assignment
a minimum aggregate amount of Commitments and Term Loans of
$10,000,000, and (iv) the parties to each such assignment shall execute
and deliver to the Co-Agents an Assignment and Acceptance, together
with a Note or Notes subject to such assignment and a processing and
recordation fee of $2500 provided, further, that in the case of any
assignment made (x) at any time there exists an Event of Default
hereunder, (y) where such assigning Lender is assigning the entire
amount of its Commitments and Term Loans hereunder, or (z) where such
assigning Lender is assigning to one of its Affiliates or to a Person
that is already a Lender under this Agreement prior to giving effect
to such assignment, then and in any such assignment described in the
preceding clauses (x), (y), or (z), the minimum amounts specified in
clauses (ii) and (iii) in this sentence shall not be required.
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6. AMENDMENT FEE. Interface agrees to pay to the Domestic Agent, for the
account of each Lender, on or before the Fourth Amendment Effective Date, a fee
for each Lender in the amount of $5,000 in connection with this Fourth
Amendment.
7. REPRESENTATIONS AND WARRANTIES. Each of Interface (as to itself and
all other Consolidated Companies) and each of the other Borrowers (as to itself
and all of its Subsidiaries) represents and warrants to the Lenders as follows:
(a) All representations and warranties set forth in the Credit
Agreement are true and correct in all material respects with the same effect as
though such representations and warranties have been made on and as of the date
hereof (except that the representation and warranty set forth in Section 7.19
of the Credit Agreement shall not be deemed to relate to any time subsequent to
the date of the initial Loans under the Credit Agreement);
(b) No Default or Event of Default has occurred and is continuing
on the date hereof;
(c) Since the date of the most recent financial statements of the
Consolidated Companies submitted to the Lenders pursuant to Section 8.07(b),
there has been no change which has had or could reasonably be expected to have
a Materially Adverse Effect (whether or not any notice with respect to such
change has otherwise been furnished to the Lenders pursuant to Section 8.07);
(d) Each of the Borrowers and the Guarantors has the corporate
power and authority to make, deliver and perform their respective obligations
under this Fourth Amendment and the Third Master Amendment described in
paragraph 12 hereof (together, the "Fourth Amendment Documents") and has taken
all necessary corporate action to authorize the execution, delivery and
performance of the Fourth Amendment Documents. No consent or authorization of,
or filing with, any Person (including, without limitation, any governmental
authority), is required in connection with the execution, delivery or
performance by any Borrower or Guarantor, or the validity or enforceability
against any Borrower or Guarantor, of any of the Fourth Amendment Documents,
other than such consents, authorizations or filings which have been made or
obtained (including without limitation, any necessary consultations with any
Borrower's supervisory board, works council ("Ondernemingsraad") or similar
body);
(e) Each of the Fourth Amendment Documents has been duly executed
and delivered by each of the Borrowers and the Guarantors and constitutes the
legal, valid and binding obligations of the Borrowers and the Guarantors,
enforceable against the Borrowers and the Guarantors in accordance with their
respective terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity.
The execution, delivery and performance by the
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Borrowers and the Guarantors of the Fourth Amendment Documents will not violate
any Requirement of Law or cause a breach or default under any of their
respective contractual obligations; and
(f) The "Consolidated Fixed Charge Coverage Ratio" (as defined in
the Senior Subordinated Notes Indenture) of Interface is greater than 2.0 to
1.0 and, accordingly, the Senior Subordinated Notes Indenture does not restrict
or limit the amount of indebtedness that may be incurred by Interface or any of
its Subsidiaries, and all of the Obligations under the Credit Documents (as
amended on the date hereof) constitute "Senior Indebtedness" for all purposes
of the Senior Subordinated Notes Indenture.
8. REFERENCES TO CREDIT AGREEMENT. On and after the Fourth Amendment
Effective Date, each and every reference in the Credit Documents to the Credit
Agreement shall be deemed to refer to and mean the Credit Agreement as amended
by this Fourth Amendment. The parties further confirm and agree that (i)
except as expressly amended herein, the Credit Agreement remains in full force
and effect in accordance with its terms, and (ii) except as expressly amended
by the Third Master Amendment described in paragraph 12 hereof, all other
Credit Documents remain in full force and effect in accordance with their
respective terms.
9. AMENDMENT TO LETTER OF CREDIT AGREEMENT. Each of the Domestic
Syndicated Lenders, by its execution and delivery of this Fourth Amendment,
hereby confirms and agrees to the amendments to the Letter of Credit Agreement
effected by the Third Master Amendment described in paragraph 12 hereof and
agrees to be bound in all respects by the terms thereof.
10. COUNTERPARTS. This Fourth Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
11. CREDIT LYONNAIS. On and after the Fourth Amendment Effective Date,
each and every reference in the Credit Documents to "Credit Lyonnais Cayman
Island Branch" shall be deemed to refer to and mean "Credit Lyonnais Atlanta
Agency".
12. MISCELLANEOUS. This Fourth Amendment and the rights and obligations of
the parties hereunder shall be construed in accordance with and be governed by
the law (without giving effect to the conflict of law principles thereof) of
the State of Georgia. This Fourth Amendment shall be binding on and shall
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto.
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13. EFFECTIVE DATE OF FOURTH AMENDMENT. This Fourth Amendment (including,
without limitation, the change in the Applicable Margin with respect to
outstanding Term Loans and the Applicable Commitment Fee Rates pursuant to
Sections 5.05(b) and 5.05(c) of the Credit Agreement) shall become effective
upon (i) the execution and delivery to the Domestic Agent of counterparts
hereof (whether originals or facsimile transmissions thereof) of (A) this
Fourth Amendment on behalf of each of the Borrowers, the Co-Agents, the
Collateral Agent, and each of the Lenders, and (B) the Third Master Amendment
of Credit Documents of even date herewith on behalf of the Borrowers, the other
Credit Parties, the L/C Issuer and the Collateral Agent in the form of Exhibit
A attached to this Fourth Amendment (the "Third Master Amendment"), and (ii)
payment by Interface of the amendment fees to each of the Lenders as provided
in paragraph 6 hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed and delivered in Atlanta, Georgia, by their duly
authorized officers as of the day and year first above written.
INTERFACE, INC.
By: /s/ Daniel T. Hendrix
------------------------
Daniel T. Hendrix
Vice President
INTERFACE SCHERPENZEEL,
B.V.
By: /s/ Daniel T. Hendrix
------------------------
Daniel T. Hendrix
Attorney-in-Fact
INTERFACE EUROPE LIMITED
By: /s/ Daniel T. Hendrix
------------------------
Daniel T. Hendrix
Attorney-in-Fact
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SUNTRUST BANK, ATLANTA
(FORMERLY TRUST COMPANY BANK),
AS DOMESTIC AGENT AND
COLLATERAL AGENT
By: /s/ Thomas R. Banks
------------------------------
Name: Thomas R. Banks
Title: Banking Officer
By:
------------------------------
Name:
Title:
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THE FIRST NATIONAL BANK
OF CHICAGO, As
Multicurrency Agent
By: /s/ Catherine V. Frank
------------------------------
Name: Catherine V. Frank
Title: Assistant Vice President
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Address for Notices: SUNTRUST BANK, ATLANTA
(FORMERLY TRUST COMPANY BANK)
One Park Place, N.E.
Atlanta, Georgia 30303
Attn: John K. Shoffner By: /s/ Thomas R. Banks
---------------------------
Name: Thomas R. Banks
Title: Banking Officer
Telex No.: 542210
Answerback: TRUSCO INT ATL
By:
---------------------------
Name:
Title:
Domestic Lending Office:
One Park Place, N.E.
Atlanta, Georgia 30303
Telex No.: 542210
Answerback: TRUSCO INT ATL
Eurocurrency Lending Office:
One Park Place, N.E.
Atlanta, Georgia 30303
Telex No.: 542210
Answerback: TRUSCO INT ATL
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Address for Notices: THE FIRST NATIONAL BANK
Mail Suite 0324 OF CHICAGO
One First National Plaza
Chicago, Illinois 60670-0324
Attention: Al R. Chircop
By: /s/ Catherine V. Frank
------------------------------
Name: Catherine V. Frank
Telex No.: 4330253 Title: Assistant Vice President
Answerback: FNBC UI
Telecopy No.: 312/732-3885
Administrative Office:
One First National Plaza
Chicago, Illinois 60670
Attention: Al R. Chircop
Payment Offices:
(See Schedule 4.01)
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Address for Notices: ABN AMRO BANK N.V.
Suite 1200, One Ravinia Drive
Atlanta, Georgia 30346
Attn: Mark Clegg By: /s/ Steven L. Hipsman
---------------------------
Name: Steven L. Hipsman
Telephone: 770/396-0066 Title: Vice President
Telecopy: 770/395-9188
Telex: 682 7258 By: /s/ Robert A. Budnek
Answerback: ABNBANKATL --------------------------
Name: Robert A. Budnek
Title: Assistant Vice President
Domestic Lending Office:
ABN AMRO Bank N.V., Atlanta Agency
Suite 1200, One Ravinia Drive
Atlanta, GA 30346
Eurocurrency Lending Office:
ABN AMRO Bank N.V., Atlanta Agency
Suite 1200, One Ravinia Drive
Atlanta, GA 30346
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Address for Notices: BANK SOUTH, A DIVISION OF
NATIONSBANK, N.A. (SOUTH)
600 Peachtree Street, 19th Floor (SUCCESSOR BY MERGER TO BANK SOUTH,
Atlanta, GA 30308-2214 N.A.)
Attention: George Hodges
Telephone: 404/607-4591 By: /s/ Nitesh A. Lala
Telecopy: 404/607-6323 -------------------------------
Name: Nitesh A. Lala
Title: Vice President
By:
-------------------------------
Name:
Title:
With a copy to:
c/o NationsBank, N.A.
100 North Tryon Street
Mail Code NC 1-007-08-11
Charlotte, NC 28255
Attention: Lance Walton
Domestic Lending Office:
600 Peachtree Street
19th Floor
Atlanta, GA 30308-2214
Eurodollar Lending Office:
600 Peachtree Street
19th Floor
Atlanta, GA 30308-2214
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Address for Notices: THE BANK OF TOKYO-MITSUBISHI,
LIMITED, ATLANTA AGENCY
5050 Georgia-Pacific Center
133 Peachtree Street, N.E.
Atlanta, Georgia 30303 By: /s/ Brandon A. Meyerson
-------------------------------
Attn: Gary L. England Name: Brandon A. Meyerson
Title: Assistant Vice President
Telephone: 404/577-2960
Telecopy: 404/577-1155
Telex No.: 6827300
Answerback: 6827300BOT ATL
Domestic Lending Office:
5050 Georgia-Pacific Center
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
Eurodollar Lending Office:
5050 Georgia-Pacific Center
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
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Address for Notices: CIBC, INC.
Canadian Imperial Bank of
Commerce
Two Paces West By: /s/ William C. Humphries
2727 Paces Ferry Road, Suite 1200 ---------------------------------
Atlanta, Georgia 30339 Name: William C. Humphries
Attn: William C. Humphries Title: Director
Vice President
Telephone: 404/319-4999
Telecopy: 404/319-4950
Domestic Lending Office:
Canadian Imperial Bank of Commerce
Two Paces West
2727 Paces Ferry Road, Suite 1200
Atlanta, Georgia 30339
Eurocurrency Lending Office:
Canadian Imperial Bank of Commerce
Two Paces West
2727 Paces Ferry Road, Suite 1200
Atlanta, Georgia 30339
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Address for Notices: CREDITANSTALT-BANKVEREIN
Two Ravinia Drive, Suite 1680
Atlanta, Georgia 30346
Attention: Carl Drake By: /s/ Carl G. Drake
----------------------------------
Name: Carl G. Drake
Telephone: 770/390-1850 Title: Senior Associate
Telecopy: 770/389-1851
By: /s/ Robert M. Biringer
----------------------------------
Name: Robert M. Biringer
Title: Executive Vice President
Domestic Lending Office:
245 Park Avenue
New York, New York 10167
Eurodollar Lending Office:
245 Park Avenue
New York, New York 10167
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Address for Notices: CREDIT LYONNAIS NEW YORK BRANCH
Credit Lyonnais Atlanta Agency
303 Peachtree Street, N.E.
Suite 4400 By: /s/ Robert Ivosevich
Atlanta, GA 30308 ------------------------------
Attn: David Cawrse Name: Robert Ivosevich
Title: Senior Vice President
Telephone: 404/524-3700
Telecopy: 404/584-5249
CREDIT LYONNAIS ATLANTA AGENCY
By: /s/ Robert Ivosevich
------------------------------
Name: Robert Ivosevich
Title: Senior Vice President
Domestic Lending Office:
Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, New York 10019
and/or
Credit Lyonnais Atlanta Agency
303 Peachtree Street, N.E.
Suite 4400
Atlanta, GA 30308
Eurodollar Lending Office:
Credit Lyonnais Atlanta Agency
303 Peachtree Street, N.E.
Suite 4400
Atlanta, GA 30308
and/or
Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, New York 10019
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Address for Notices: THE SUMITOMO BANK, LIMITED
(ASSIGNEE OF THE DAIWA BANK, LIMITED)
233 South Wacker Drive
Suite 5400
Chicago, Illinois 60606 By: /s/ E. B. Buchanan, Jr.
Attn: Operations Manager --------------------------------
Name: E. B. Buchanan, Jr.
Title: Vice President
Telephone: 312/876-0181
Telecopy: 312/876-1995
By: /s/ Sybil H. Weldon
--------------------------------
Name: Sybil H. Weldon
Title: Vice President & Manager
Domestic Lending Office:
233 South Wacker Drive
Suite 5400
Chicago, Illinois 60606
Eurodollar Lending Office:
233 South Wacker Drive
Suite 5400
Chicago, Illinois 60606
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Address for Notices: FIRST UNION NATIONAL
BANK OF GEORGIA
999 Peachtree Street, N.E.
6th Floor
Atlanta, Georgia 30309
Attn: Irene Barton By: /s/ Irene M. Barton
-----------------------------
Name: Irene M. Barton
Title: Vice President
Telephone: 404/827-7986
Telecopy: 404/827-7199
Domestic Lending Office:
999 Peachtree Street, N.E.
6th Floor
Atlanta, Georgia 30309
Eurodollar Lending Office:
999 Peachtree Street, N.E.
6th Floor
Atlanta, Georgia 30309
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Address for Notices: FLEET BANK OF MAINE
80 Exchange Street
Bangor, Maine 04401
Attn: Neil Buitenhuys By: /s/ Neil C. Buitenhuys
------------------------------
Name: Neil C. Buitenhuys
Title: Vice President
Telephone: 207/941-6140 or 6180
Telecopy: 207/941-6023
Domestic Lending Office:
511 Congress St., P.O. Box 1280
Portland, Maine 04104-5006
Eurodollar Lending Office:
511 Congress St., P.O. Box 1280
Portland, Maine 04104-5006
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Address for Notices: NATIONSBANK, N.A.
(FORMERLY KNOWN AS NATIONSBANK, N.A.
(CAROLINAS) AND NATIONSBANK OF NORTH
100 North Tryon Street CAROLINA, N.A.)
Mail Code NC1-007-08-11
Charlotte, NC 28255 By: /s/ Nitesh A. Lala
Attention: Lance Walton --------------------------------
Name: Nitesh A. Lala
Title: Vice President
Telephone: 704/386-6744
Telecopy: 704/386-1270
Domestic Lending Office:
One Independence Center
1O1 North Tryon Street
Mail Code NC1-001-15-03
Charlotte, North Carolina 28255
Eurocurreny Lending Office:
One Independence Center
1O1 North Tryon Street
Mail Code NC1-001-15-03
Charlotte, North Carolina 28255
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Address for Notices: PNC BANK, N.A.
One PNC Plaza
Fifth Avenue and Wood Street
Pittsburgh, PA 15265
Attn: Robert J. Mitchell, Jr. By: /s/ Robert J. Mitchell
-----------------------------------
Name: Robert J. Mitchell
Title: Vice President
Telephone: 412/762-6547
Telecopy: 412/762-6484
Domestic Lending Office:
One PNC Plaza
Fifth Avenue and Wood Street
Pittsburgh, PA 15265
Eurodollar Lending Office:
One PNC Plaza
Fifth Avenue and Wood Street
Pittsburgh, PA 15265
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Address for Notices: WACHOVIA BANK OF GEORGIA, N.A.
191 Peachtree Street, N.E.
30th Floor
Atlanta, Georgia 30383
Attn: Doug Strickland By: /s/ Douglas W. Strickland
-------------------------------
Name: Douglas W. Strickland
Title: Vice President
By:
-------------------------------
Name:
Telecopy: 404/332-1382 Title:
Telex: 404/332-6920
Answerback: FNBAINTL
Domestic Lending Office:
191 Peachtree Street, N.E.
Atlanta, Georgia 30383
Eurocurrency Lending Office:
191 Peachtree Street, N.E.
Atlanta, Georgia 30383
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