Exhibit 10
AMENDMENT NO. 2 AND WAIVER UNDER
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 2 AND WAIVER UNDER CREDIT AGREEMENT (this
"Amendment No. 2") is made the 21 day of February, 2003, by and among JLG
INDUSTRIES, INC., a Pennsylvania corporation ("JLG"), and certain of its
subsidiaries listed on Schedule 1 to the Credit Agreement (as defined below)
(each, together with JLG, individually a "Borrower" and individually and
collectively, the "Borrowers"); the Lenders listed on Schedule 2 to the Credit
Agreement; Wachovia Bank, National Association, as administrative agent and
documentation agent ("Administrative Agent") and BankOne, Michigan, as
syndication agent ("Syndication Agent").
BACKGROUND
Borrowers, Lenders, Administrative Agent and Syndication Agent
entered into an Amended and Restated Credit Agreement dated June 17, 2002, as
amended by Amendment No. 1 to Amended and Restated Credit Agreement dated August
30, 2002 (as amended and as may be further amended from time to time, the
"Credit Agreement") to finance the Borrowers' working capital and general
corporate requirements.
Borrowers, Lenders, Administrative Agent and Syndication Agent
wish to make certain amendments to the Credit Agreement and grant certain
consents under the Credit Agreement, as set forth herein and subject to the
terms and conditions hereof.
In consideration of the foregoing and the premises and the
agreements hereinafter set forth, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Definitions.
a. General Rule. Unless otherwise defined herein,
terms used herein which are defined in the Credit Agreement shall have the
respective meanings assigned to such terms in the Credit Agreement.
b. Additional Definitions. As of the Amendment No. 2
Effective Date, the following definitions are hereby added to Section 1.1 of the
Credit Agreement to read in their entirety as follows:
"Amendment No. 2" means Amendment No. 2 to the Credit
Agreement by and among Borrowers, Lenders, Administrative
Agent and Syndication Agent, dated February 21, 2003.
"Amendment No. 2 Effective Date" means the date on
which the conditions set forth in Paragraph 11 of Amendment
No. 2 have been satisfied.
"BV" means JLG Europe BV, a private company with
limited liability (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under Netherlands law.
"BVBA" means JLG Manufacturing Europe BVBA, a Belgian
corporation and a Borrower.
"Deed of Pledge of Shares" means the notarial deed of
pledge of shares, dated February 21, 2003 and made by Fulton
Investments, L.P. in favor of the Administrative Agent and
relating to the pledge of one hundred percent (100%) of the
shares in the capital of BV and any additional deed of pledge
required under Section 4.2(c) hereof, as such deed may be
amended, extended, novated, restated, replaced or modified
from time to time.
"European Borrower" means each of BV and BVBA, and
"European Borrowers" means collectively, BV and BVBA.
"Secured Parties" has the meaning assigned to it in
Section 4.12(b).
c. Amended Definitions. As of the Amendment No. 2
Effective Date, the following definitions set forth in Section 1.1 of the Credit
Agreement are hereby amended and restated in their entirety as set forth below:
"Collateral Security Documents" means the collective
reference to the Security Agreement, the Pledge Agreement, and
in relation to BV, the Deed of Pledge of Shares, and each
other agreement or writing pursuant to which any Borrower or
any Subsidiary purports to pledge or grant security interest
in any property or assets securing the Obligations or any
Person purports to guaranty the payment and/or performance of
the Obligations.
"Commitment" means, as to any Lender, the obligation
of such Lender to make Loans hereunder in an aggregate
principal or face amount at any time outstanding not to exceed
the amount set forth opposite such Lender's name on Schedule 2
hereto, as the same may be reduced or modified at any time or
from time to time pursuant to the terms hereof; provided, that
in connection with any Assignment and Acceptance, Schedule 2
shall be deemed to be amended to include the Lenders'
information and Commitment amounts set forth in Administrative
Agent's records.
2. Waiver. Section 10.4 of the Credit Agreement prohibits
Borrowers from making Investments in any Person, subject to certain exceptions.
Section 10.4(a) of the Credit Agreement permits Borrowers to make Investments in
Wholly-Owned Subsidiaries, so long as Investments by Borrowers in all
non-Borrower Subsidiaries (other than Monetization Subsidiaries) do not exceed
twenty percent (20%) of Adjusted Net Worth. Borrowers have made
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Investments of approximately $76,800,000 in BV and $15,400,000 in BVBA (the
"European Investments"), and approximately $16,400,000 in non-Borrower
Subsidiaries other than BV and BVBA, which Investments exceeded 20% of Adjusted
Net Worth. As of the Amendment No. 2 Effective Date, Required Lenders hereby
consent to the European Investments and waive any Defaults or Events of Default
arising under Section 10.4 of the Credit Agreement in connection with the
European Investments.
3. Amended and Restated Schedule 2 to Credit Agreement. As of
the Amendment No. 2 Effective Date, Schedule 2 to the Credit Agreement (Lenders
and Commitments) is hereby amended and restated in its entirety as set forth on
Schedule 2 attached hereto.
4. Amendment to Section 4.12 (Security). As of the Amendment
No. 2 Effective Date, Section 4.12 of the Credit Agreement is hereby amended and
restated in its entirety as set forth below:
Section 4.12 Security/Joint and Several Creditor.
(a) Security. The Obligations of the Borrowers shall be
secured under the Collateral Security Documents on a pari
passu basis with the obligations of the Borrowers to Allfirst
Bank under the Overdraft Facility, not exceeding a principal
amount of $25,000,000.
(b) Administrative Agent as Joint and Several Creditor.
(i) For the purpose of the Deed of Pledge of Shares, each
of the Borrowers and each of the Lenders agree that the
Administrative Agent (other than in its capacity as a Lender)
shall be the joint and several creditor (hoofdelijk
schuldeiser) (together with the relevant Lender) of each and
every obligation of any Borrower towards each of the other
Lenders and any other secured party (including without
limitation all parties to Hedging Agreements with a Borrower
or Borrowers) under the Loan Documents (collectively, the
"Secured Parties") and that accordingly the Administrative
Agent will have its own independent right to demand
performance by the relevant Borrower of those obligations.
However, any discharge of any such obligation to one of the
Administrative Agent or the relevant Secured Party shall, to
the same extent, discharge the corresponding obligation owing
to the other.
(ii) Without limiting or affecting the Administrative
Agent's rights against any Borrower (whether under this
Section or under any other provision of the Loan Documents),
the Administrative Agent, under the terms of Section 12.4,
shall be fully justified in failing or refusing to take any
action in the protection or preservation of rights under or to
enforce the Deed of Pledge of
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Shares as contemplated by this Agreement and/or the Deed of
Pledge of Shares (or to do any act reasonably incidental to
any of the foregoing) unless it shall first receive such
advice or concurrence of the Required Lenders (or, when
expressly required hereby or by the Deed of Pledge of Shares,
all the Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action except
for its own gross negligence or willful misconduct.
(iii) It is agreed and understood that the expression "Lender"
includes any assignees of Lenders that become party to the
Loan Documents, whether such assignees become a party to the
Loan Documents by an assignment of rights in accordance with
Section 13.10(b) (Assignment by Lenders) or otherwise.
5. Amendment to Section 10.1(f) (Limitations on Debt and
Guaranty Obligations). As of the Amendment No. 2 Effective Date, Section 10.1(f)
of the Credit Agreement is hereby amended to strike the reference to "Schedule
6.1(t)" and replace it with a reference to "Schedule 6.1(s)".
6. Amendment and Restatement of Section 10.4(a). As of the
Amendment No. 2 Effective Date, Section 10.4(a) to the Credit Agreement is
hereby amended and restated in its entirety as set forth below:
(a) Investments by Borrowers in other Borrowers and in
Wholly-Owned Subsidiaries (including without limitation
Monetization Subsidiaries) and Investments by Subsidiaries in
Wholly-Owned Subsidiaries (including without limitation
Monetization Subsidiaries) and in Borrowers, not otherwise
permitted by this Section 10.4 (including without limitation
the contribution of equipment and related assets or
Monetization Assets between Borrowers in connection with
Customer Financing transactions or Monetization Transactions);
provided, however, that Investments in all non-Borrower
Subsidiaries, other than Monetization Subsidiaries, by
Borrowers (other than the European Borrowers) shall not exceed
twenty percent (20%) of Adjusted Net Worth; provided, further
that Investments in Monetization Subsidiaries (other than
Monetization Subsidiaries formed in connection with a sale or
discount of accounts receivable permitted under Section
10.6(d)) shall be limited to twenty-five percent (25%) of the
fair market value of the Monetization Assets transferred to
such Monetization Subsidiary; and provided, further, that: (i)
Investments by domestic Borrowers in the European Borrowers
and (ii) Investments by the European Borrowers in non-Borrower
Subsidiaries, shall not exceed $150,000,000 outstanding at any
time.
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7. New Section 12.10. As of the Amendment No. 2 Effective
Date, an additional Section 12.10 (Deed of Pledge of Shares) is hereby added to
the Credit Agreement in its entirety:
12.10. Deed of Pledge of Shares.
(a) The Administrative Agent as a Lender and as joint and
several creditor with the relevant other Secured Parties or
otherwise shall accept without investigation, requisition or
objection such title as any Person may have to the
undertaking, property and assets which are subject to the Deed
of Pledge of Shares and shall not be bound or concerned to
examine or enquire into nor be liable for any defect or
failure in the title of any person whether such defect or
failure was known to the Administrative Agent or might have
been discovered upon examination or enquiry and whether
capable of remedy or not nor for any failure on the part of
the Administrative Agent to give notice to any third party of
the Deed of Pledge of Shares or otherwise perfect or register
the security thereby created.
(b) The Administrative Agent shall hold all rights, titles and
interests that may now or at any time be mortgaged, pledged,
charged, assigned or granted in favor of the Administrative
Agent by or pursuant to the Deed of Pledge of Shares and the
proceeds of any such security as agent for itself in its
capacity as Lender and as agent for the Secured Parties and
joint and several creditor with the relevant Secured Party
from time to time in accordance with their respective rights
under the Loan Documents. The obligations, rights and benefits
vested or to be vested in the Administrative Agent by the Loan
Documents or any document entered into in accordance with such
documents shall (as well before as after enforcement) be
performed (as the case may be) and exercised in accordance
with the provisions of this Agreement.
(c) Each Lender (other than the Administrative Agent in its
capacity as Lender) hereby authorizes the Administrative Agent
to execute the Deed of Pledge of Shares as joint and several
creditor.
8. Additional Section 13.26. As of the Amendment No. 2
Effective Date, an additional Section 13.26 is hereby added to the Credit
Agreement in its entirety:
Section 13.26. Judgment Currency.
(a) The Borrowers' obligations under the Loan Documents to
make payments in U.S. Dollars or Alternate Currency, as
applicable (the "Obligation Currency"), shall not be
discharged or satisfied by any tender or recovery pursuant to
any judgment expressed in or converted into any currency other
than the Obligation Currency,
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except to the extent that such tender or recovery results in
the effective receipt by the Lenders of the full amount of the
Obligation Currency expressed to be payable to the Lenders
under the Loan Documents. If for the purpose of obtaining or
enforcing judgment against any Borrower in any court or in any
jurisdiction, it becomes necessary to convert into or from any
currency other than the Obligation Currency (such other
currency being hereinafter referred to as the "Judgment
Currency") an amount due in the Obligation Currency, the
conversion shall be made at the rate of exchange (as quoted by
the Administrative Agent or if the Administrative Agent does
not quote a rate of exchange on such currency, by a known
dealer in such currency designated by the Administrative
Agent) determined, in each case, as of the day immediately
preceding the day on which the judgment is given (such
business day being hereinafter referred to as the "Judgment
Currency Conversion Date").
(b) If there is a change in the rate of exchange prevailing
between the Judgment Currency Conversion Date and the date of
actual payment of the amount due, the Borrowers covenant and
agree to pay, or cause to be paid, such additional amounts, if
any (but in any event not a lesser amount), as may be
necessary to ensure that the amount paid in the Judgment
Currency, when converted at the rate of exchange prevailing on
the date of payment, will produce the amount of the Obligation
Currency which could have been purchased with the amount of
Judgment Currency stipulated in the judgment or judicial award
at the rate of exchange prevailing on the Judgment Currency
Conversion Date. If a payment (when converted into the
Obligation Currency) actually received by any Lender exceeds
the amount due to such Lender hereunder, such Lender shall
repay the excess to the Borrowers.
(c) For purposes of determining any rate of exchange for this
Section 13.26, such amounts shall include any premium and
costs payable in connection with the purchase of the
Obligation Currency.
9. Amendment to Section 13.5 (Consent to Jurisdiction). The
following language is hereby added at the end of Section 13.5 of the Credit
Agreement:
To the extent that any Borrower has or hereafter may: (i)
acquire any immunity from jurisdiction of any court of the
Commonwealth of Pennsylvania or any Federal court sitting in
Philadelphia County, Pennsylvania or from any legal process
out of any such court (whether through service or notice,
attachment prior to judgment, attachment in aid of execution
of judgment, execution of judgment or otherwise) with respect
to itself or its property, or (ii)
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have any objection to the laying of the venue or of an
inconvenient forum or any suit, action or proceeding, if
brought in the Commonwealth of Pennsylvania or any Federal
court sitting in any county in Philadelphia County,
Pennsylvania under process served in accordance with this
Credit Agreement or any Loan Document, each Borrower hereby
irrevocably waives such immunity or objection in respect of
any suit, action or proceeding arising out of or relating to
any Loan Document.
10. Representations and Warranties. As of the Amendment No. 2
Effective Date, each Borrower (including the European Borrowers) hereby
represents and warrants to Lenders as follows:
a. Representations. As of the Amendment No. 2
Effective Date, (i) the representations and warranties set forth in Article VI
of the Credit Agreement, together with the applicable Schedules related thereto,
as amended and restated by this Amendment No. 2, are true and correct in all
material respects as of the Amendment No. 2 Effective Date, except for any
representation or warranty made as of an earlier date, which representation and
warranty shall remain true and correct in all material respects as of such
earlier date; (ii) no Event of Default or Default under the Credit Agreement
(except that which has been waived in this Amendment No. 2), has occurred and is
continuing; and (iii) no Borrower is aware of any Material Adverse Effect.
b. Power and Authority. Each Borrower has the power
and authority under the laws of its jurisdiction of incorporation or formation
and under its respective formation documents to execute and perform this
Amendment No. 2 and the other documents and agreements required hereunder
(collectively, the "Amendment Documents"); all necessary actions (corporate or
otherwise) for the execution and performance by each Borrower of the Amendment
Documents have been taken; and each of the Amendment Documents and the Credit
Agreement, as amended, constitute the valid and binding obligations of each
Borrower, enforceable in accordance with its respective terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar state, federal or foreign debtor relief laws from time to time in
effect which affect the enforcement of creditors' rights in general and the
availability of equitable remedies.
c. No Violations of Law or Agreements. The execution
and performance of the Amendment Documents by Borrowers in accordance with their
respective terms will not: (i) violate any provisions of any applicable law or
regulation, foreign, federal, state or local, or the formation or organizational
documents of any Borrower or (ii) result in any breach or violation of, or
constitute a default or require the obtaining of any consent under, any material
agreement or instrument by which any Borrower is a party or by which any of its
property may be bound.
11. Conditions to Effectiveness of Amendment. This Amendment
No. 2 shall be effective upon the date of Administrative Agent's receipt of the
following documents, each in form and substance reasonably satisfactory to
Administrative Agent:
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a. Amendment No. 2. This Amendment No. 2 duly
executed by Borrowers, Required Lenders and Administrative Agent.
b. Overdraft Facility. An amendment to the
documentation evidencing the Overdraft Facility, effecting modifications of the
Overdraft Facility that conform to the modifications to the Credit Agreement
effected by Amendment No. 2 in all pertinent respects, in form and substance
reasonably acceptable to Administrative Agent.
c. BV Pledge Agreement. A duly executed deed of
pledge, in form and substance satisfactory to Administrative Agent, from Fulton
Investments, L.P. in favor of Wachovia, as collateral agent for the Lenders and
Allfirst Bank, pledging one hundred percent (100%) of the shares of BV (the "BV
Pledge Agreement"), together with all other documents necessary to effect and
perfect such pledge.
d. BVBA Pledge Agreement. A duly executed pledge
agreement, in form and substance satisfactory to Administrative Agent, from BV
and JLG Industries Gmbh, in favor of Wachovia, as collateral agent for the
Lenders and Allfirst Bank, pledging one hundred percent (100%) of the shares of
BVBA (the "BVBA Pledge Agreement"), together with all other documents necessary
to effect and perfect such pledge, including without limitation a copy of the
extraction from the shareholder register of BVBA.
e. Joinder Agreement. A duly executed joinder
agreement from European Borrowers, in the form of Exhibit F to the Credit
Agreement, together with duly executed joinders to the Notes.
f. Dutch Opinion Letter. An opinion letter from Dutch
counsel to BV, addressed to Wachovia, as Administrative Agent under the Credit
Agreement and collateral agent under the BV Pledge Agreement, and the Lenders,
with respect to BV, the Amendment Documents, including without limitation the BV
Pledge Agreement, and such other matters as the Lenders may request.
g. Belgian Opinion Letter. An opinion letter from
Belgian counsel to BVBA, addressed to Wachovia, as Administrative Agent under
the Credit Agreement and collateral agent under the BVBA Pledge Agreement, and
the Lenders, with respect to BVBA, the Amendment Documents, including without
limitation the BVBA Pledge Agreement, and such other matters as the Lenders may
request.
h. Opinion of Counsel to Fulton Investments, L.P.. An
opinion letter from in-house counsel to Fulton Investment, L.P., addressed to
Wachovia, as Administrative Agent under the Credit Agreement and collateral
agent under the BV Pledge Agreement, and the Lenders, with respect to Fulton
Investment, L.P. and the BV Pledge Agreement, and such other matters as the
Lenders may request.
i. Officer's Certificate. The Administrative Agent
shall have received a certificate of an officer acceptable to Administrative
Agent of each European Borrower and Fulton Investment, L.P., certifying as to
the incumbency and genuineness of the signature of each officer of such European
Borrower (or Fulton Investment, L.P., as applicable) executing the Amendment
Documents to which it is a party and certifying and attaching thereto:
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(i) a true, correct and complete copy of formation or organizational documents
of such European Borrower (or Fulton Investment, L.P., as applicable), (ii) a
true, correct and complete copy of resolutions or other evidence of
authorization duly adopted by the board of directors (or the equivalent) of such
European Borrower (or Fulton Investment, L.P., as applicable) authorizing the
execution, delivery and performance of this Amendment No. 2 and the other
Amendment Documents to which it is a party.
j. Good Standing Certificates. Certificates of good
standing (or the equivalent) for each European Borrower and Fulton Investment,
L.P. from its jurisdiction of formation.
12. Affirmative Covenant. Borrowers hereby covenant and agree
to deliver to Administrative Agent within thirty (30) days after the date of
this Amendment No. 2 an opinion letter from Cayman Islands counsel to Fulton
Investment, L.P., addressed to Wachovia, as Administrative Agent under the
Credit Agreement and collateral agent under the BV Pledge Agreement, and the
Lenders, with respect to Fulton Investment, L.P., the BV Pledge Agreement, and
such other matters as the Lenders may request.
13. Affirmations. Borrowers hereby: (i) affirm all the
provisions of the Credit Agreement, as amended or waived by this Amendment No.
2, and (ii) agree that the terms and conditions of the Credit Agreement and the
Collateral Security Documents shall continue in full force and effect as amended
hereby.
14. Release. TO INDUCE THE ADMINISTRATIVE AGENT AND THE
LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT NO. 2, BORROWERS REPRESENT AND
WARRANT THAT AS OF THE DATE OF THIS AMENDMENT NO. 2, THERE ARE NO CLAIMS OR
OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS AND IN ACCORDANCE THEREWITH:
a. EACH BORROWER WAIVES ANY AND ALL SUCH CLAIMS,
OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO
THE DATE OF ITS EXECUTION OF THIS AMENDMENT NO. 2; AND
b. EACH BORROWER RELEASES AND DISCHARGES THE
ADMINISTRATIVE AGENT AND THE LENDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY, THE
"RELEASED PARTIES") FROM ANY AND ALL OBLIGATION, INDEBTEDNESS, LIABILITIES,
CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR
UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH ANY BORROWER EVER
HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING
PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED THEREBY, OTHER THAN OBLIGATIONS UNDER THE LOAN
DOCUMENTS.
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15. Miscellaneous.
a. Borrowers agree to pay or reimburse Administrative
Agent for all reasonable fees and expenses (including without limitation
reasonable fees and expenses of counsel) incurred by Administrative Agent in
connection with the preparation, execution and delivery of this Amendment No. 2.
b. This Amendment No. 2 shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
without regard to conflicts of law or choice of law principles.
c. This Amendment No. 2 may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and shall be binding
upon all parties, their successors and assigns, and all of which taken together
shall constitute one and the same agreement.
d. Except as expressly set forth herein, the
execution, delivery and performance of this Amendment No. 2 shall not operate as
a waiver of any right, power or remedy of Administrative Agent or Lenders under
the Credit Agreement and the agreements and documents executed in connection
therewith or constitute a waiver of any provision thereof, nor shall the
Lenders' consents or waivers set forth herein nor anything contained herein be
construed as or constitute a consent to or waiver of any further provision of
the Credit Agreement; the consents and waivers granted hereby are limited to the
matters and the periods set forth herein.
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IN WITNESS WHEREOF, the undersigned have executed this
Amendment No. 2 the day and year first above written.
Attest: JLG INDUSTRIES, INC.
By: By:
-------------------------- --------------------------
Name: Thomas D. Singer Name:
Title: Secretary Title:
Attest: FULTON INTERNATIONAL, INC.
By: By:
-------------------------- --------------------------
Name: Thomas D. Singer Name:
Title: Secretary Title:
Attest: JLG EQUIPMENT SERVICES, INC.
By: By:
-------------------------- --------------------------
Name: Thomas D. Singer Name:
Title: Assistant Secretary Title:
Attest: GRADALL INDUSTRIES, INC.
By: By:
-------------------------- --------------------------
Name: Thomas D. Singer Name:
Title: Assistant Secretary Title:
Attest: THE GRADALL COMPANY
By: By:
-------------------------- --------------------------
Name: Thomas D. Singer Name:
Title: Assistant Secretary Title:
[EXECUTIONS CONTINUED]
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Attest: ACCESS FINANCIAL SOLUTIONS, INC.
By: By:
-------------------------- --------------------------
Name: Name:
Title: Title:
Attest: JLG EUROPE BV
By: By:
-------------------------- --------------------------
Name: Name:
Title: Title:
Attest: JLG MANUFACTURING EUROPE BVBA
By: By:
-------------------------- --------------------------
Name: Name:
Title: Title:
[EXECUTIONS CONTINUED]
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LENDERS
WACHOVIA BANK, NATIONAL ASSOCIATION as
Administrative Agent, Documentation
Agent and Lender
By:
--------------------------------
Name:
Title:
BANK ONE, NA, successor by merger to
Bank One, Michigan, individually as a
Lender and in its capacity as
Syndication Agent
By:
--------------------------------
Name:
Title:
JP MORGAN CHASE BANK, successor by
merger to THE CHASE MANHATTAN BANK,
N.A., as a Lender
By:
--------------------------------
Name:
Title:
BANCO ESPIRITO SANTO, S.A., NASSAU
BRANCH, as a Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
[EXECUTIONS CONTINUED]
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ALLFIRST BANK, f/k/a The First National
Bank of Maryland, as a Lender
By:
--------------------------------
Name:
Title:
HARRIS TRUST AND SAVINGS BANK, as a
Lender
By:
--------------------------------
Name:
Title:
NATIONAL CITY BANK OF PENNSYLVANIA, as a
Lender
By:
--------------------------------
Name:
Title:
COMERICA BANK, as a Lender
By:
--------------------------------
Name:
Title:
CITIZENS BANK OF PENNSYLVANIA, as a
Lender
By:
--------------------------------
Name:
Title:
[EXECUTIONS CONTINUED]
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SUNTRUST BANK, ATLANTA, as a Lender
By:
--------------------------------
Name:
Title:
BANK HAPOALIM B.M., as a Lender
By:
--------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as a Lender
By:
--------------------------------
Name:
Title:
THE BANK OF NEW YORK, as a Lender
By:
--------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
as a Lender
By:
--------------------------------
Name:
Title:
[EXECUTIONS CONTINUED]
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CREDIT LYONNAIS NEW YORK BRANCH, as a
Lender
By:
--------------------------------
Name:
Title:
ERSTE BANK, as a Lender
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
STANDARD FEDERAL BANK, N.A., as a Lender
By:
--------------------------------
Name:
Title:
SUNBANK, as a Lender
By:
--------------------------------
Name:
Title:
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SCHEDULE 2
(Lenders and Commitments)
LENDER COMMITMENT COMMITMENT
PERCENTAGE
Wachovia Bank, National Association 13.0% 32,500,000
301 South College Street (TW-10)
Charlotte, NC 28288-0760 Swingline Commitment
Attention: Syndication Agency Services $20,000,000
Telephone No.: (704) 383-7698
Telecopy No.: (704) 383-0288
Bank One, Michigan 7.0% 17,750,000
611 Woodward Avenue, 2nd Floor
M11-8074
Detroit, MI 48226
Attention: Pat Dumphy
Telephone No.: (313) 225-1940
Telecopy No.: (313) 225-1212
Banco Espirito Santo e Comercial 2.0% 5,000,000
29th Floor
320 Park Avenue
New York, NY 10022
Attention: Terry Hull
Telephone No.: (212) 702-3430
Telecopy No.: (212) 750-3999
Allfirst Bank 3.0% 8,000,000
2055 South Queen Street
MC 182-02-01
York, PA 17403
Attention: Kellie Matthews
Telephone No.: (717) 771-4905
Telecopy No.: (717) 771-4914
SunBank 1.0% 3,500,000
90 Maynard Street
Williamsport, PA 17701
Attention: Michael Vuocolo
Telephone No.: (570) 329-5607
Telecopy No.: (570) 322-3308
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Harris Trust & Savings Bank 6.0% 15,500,000
111 West Monroe Street
10th Floor West
Chicago, IL 60603-0755
Attention: Helen Dimitriou
Telephone No.: (312) 461-5304
Telecopy No.: (312) 461-5225
National City Bank of Pennsylvania 6.0% 15,500,000
National City Center
20 Stanwix Street
Pittsburgh, PA 15222-4802
Attention: Debra Riefner
Telephone No.: (412) 644-8880
Telecopy No.: (412) 644-8889
Comerica Bank 6.0% 15,500,000
Comerica Tower,
Detroit Center
500 Woodward Avenue
MC3280, 9th Floor
Detroit, MI 48226-3280
Attention: Jeff Lafferty
Telephone No.: (313) 222-7806
Telecopy No.: (313) 222-3330
Citizens Bank of Pennsylvania 9.0% 23,000,000
10 S. 2nd Street
Harrisburg, PA 17101
Attention: Joseph Butto
Telephone No.: (717) 777-3357
Telecopy No.: (717) 777-3363
JP Morgan Chase Bank 8.0% 20,750,000
1975 Lake Street
Elmira, NY 14901
Attention: Christine M. McLeod
Vice President
Telephone No.: (607) 734-7824
Telecopy No.: (607) 734-7645
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SunTrust Bank 4.0% 11,000,000
919 East Main Street
Richmond, VA 23219
Attention: Steve Derby
Telephone No.: (804) 782-7348
Telecopy No.: (804) 782-5413
Bank Hapoliam BM (New York) 3.0% 8,000,000
1177 Avenue of the Americas
12th Floor
New York, NY 10036-2790
Attention: Laura Anne Rafa
Telephone No.: (212) 782-2177
Telecopy No.: (212) 782-2382
Credit Suisse 9.0% 22,000,000
[Address]
Attention:
Telephone No.:
Telecopy No.:
The Bank of New York 4.0% 11,000,000
One Wall Street
18th Floor
New York, NY 10286
Attention: Walter Parelli
Telephone No.: (212) 635-6820
Telecopy No.: (212) 635-7978
Bank of Tokyo - Mitsubishi Trust Company 4.0% 11,000,000
1251 Avenue of the Americas
U.S. Corporate Banking Division
15th Floor
New York, NY 10020-1104
Attention: Karen Opsolinski
Telephone No.: (212) 782-4798
Fax: (212) 782-6445
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Credit Lyonnais 4.0% 11,000,000
2200 Ross Avenue
Suite 4400 West
Dallas, TX 75201
Attention: Brian Myers
Telephone No.: (214) 220-2308
Fax: (214) 220-2323
Erste Bank 3.0% 8,000,000
280 Park Avenue
32nd Floor, West Building
New York, NY 10017
Attention: Bob Wagman
Telephone No.: (212) 894-5663
Fax: (212) 984-5627
Standard Federal Bank, N.A. 4.0% 11,000,000
27777 Inkster Road
MC 10-36
Farmington Hills, MI 48333
Attention: Kathleen Hallberg
Inside Counsel
Telephone No.: (248) 822-5707
Fax: (248) 473-4345
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