NINTH AMENDMENT TO CREDIT AGREEMENT
THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT"), dated as
of February 12, 2002, is by and among COLUMBUS MCKINNON CORPORATION, a New York
corporation (the "BORROWER"), the banks, financial institutions and other
institutional lenders which are parties to the Credit Agreement (as such term is
defined below) (the "LENDERS"), FLEET NATIONAL BANK, as Initial Issuing Bank
(the "INITIAL ISSUING BANK"), FLEET NATIONAL BANK, as the Swing Line Bank (the
"SWING LINE BANK"; each of the Lenders, the Initial Issuing Bank and the Swing
Line Bank, individually, a "LENDER PARTY" and, collectively, the "LENDER
PARTIES"), and FLEET NATIONAL BANK, as administrative agent (together with any
successor appointed pursuant to Article VII of the Credit Agreement, the
"ADMINISTRATIVE AGENT") for the Lender Parties.
W I T N E S S E T H :
-------------------
WHEREAS, the Borrower, Lenders, Initial Issuing Bank, Swing Line Bank
and Administrative Agent are party to that certain Credit Agreement, dated as of
March 31, 1998, as amended by that certain First Amendment to Credit Agreement,
dated as of September 23, 1998, that certain Second Amendment to Credit
Agreement and Consent, dated as of February 12, 1999, that certain Third
Amendment to Credit Agreement and Consent, dated as of November 16, 1999, that
certain Fourth Amendment to Credit Agreement and Waiver, dated as of February
15, 2000, that certain Fifth Amendment to Credit Agreement, dated as of
September 28, 2000, that certain Sixth Amendment to Credit Agreement and
Consent, dated as of February 5, 2001, that certain Seventh Amendment to Credit
Agreement and Consent, dated as of June 26, 2001 and that certain Eighth
Amendment to Credit Agreement, dated as of November 21, 2001 (as so amended and
as it may hereafter be further amended, supplemented, restated, extended or
otherwise modified from time to time, the "CREDIT AGREEMENT");
WHEREAS, Events of Default exist under (i) Section 5.04(a) (Funded
Debt to EBITDA Ratio) of the Credit Agreement for the period of four fiscal
quarters ended December 30, 2001 based on an actual Funded Debt to EBITDA Ratio
of 4.57 to 1.0 versus a required Funded Debt to EBITDA Ratio of 4.10 to 1.0 and
(ii) Section 5.04(b) (Interest Coverage Ratio) for the period of four fiscal
quarters ended December 30, 2001 based on an actual Interest Coverage Ratio of
2.33 to 1.0 versus a required Interest Coverage Ratio of 2.35 to 1.0 (the Events
of Default described in clauses (i) and (ii), the "EXISTING EVENTS OF DEFAULT");
WHEREAS, the Borrower has requested that the Administrative Agent and
Lender Parties waive the Existing Events of Default;
WHEREAS, the Borrower has proposed to sell all of the stock of its
subsidiary, Automatic Systems, Inc. ("ASI");
WHEREAS, the Borrower has also requested that the Administrative Agent
and Lender Parties otherwise amend the Credit Agreement as and to the extent set
forth in this Amendment; and
WHEREAS, the Administrative Agent and Lender Parties are agreeable to
the foregoing as and to the extent set forth in this Amendment and subject to
each of the terms and conditions stated herein.
NOW THEREFORE, in consideration of the premises and the mutual
covenants set forth herein and of the loans or other extensions of credit
heretofore, now or hereafter made to, or for the benefit of, the Borrower and
its Subsidiaries by the Lender Parties, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. DEFINITIONS. Except to the extent otherwise specified herein,
capitalized terms used in this Amendment shall have the same meanings ascribed
to them in the Credit Agreement.
2. CONSENT.
Notwithstanding the provisions of Section 5.01(f) (Preservation of
Corporate Existence, Etc.), Section 5.02(d) (Fundamental Changes) and Section
5.02(e) (Sales, Etc. of Assets) of the Credit Agreement or any other provision
of the Credit Agreement, but subject to the conditions precedent set forth in
Section 6 hereof and the other terms and conditions of this Amendment, the
Administrative Agent and Lender Parties hereby consent to the sale by the
Borrower of all of the stock of ASI to a third party in an arms- length
transaction; PROVIDED, THAT, (i) the Borrower shall sell all the shares of stock
of ASI for their fair market value, (ii) the total consideration received by the
Borrower from the sale of the stock of ASI is comprised of a combination of
cash, a promissory note payable by the purchaser (the "Promissory Note") and a
post-closing earn-out provision, with the total amount of cash paid to the
Borrower at closing being at least $19,500,000 and the amounts of the Promissory
Note and the earn-out provision being acceptable to the Administrative Agent, in
its sole discretion, (iii) the terms and conditions of the Promissory Note and
such earn-out provision shall be satisfactory to the Administrative Agent, (iv)
the entire Net Cash Proceeds received at closing from the sale of the stock of
ASI shall be applied to prepay the then outstanding Advances in accordance with
Section 2.06(b)(ii) of the Credit Agreement, resulting in a corresponding
permanent reduction in the amount of the Revolving Credit Facility, (v) the Net
Cash Proceeds, if any, received from time to time after closing of the sale of
the stock of ASI, whether such Proceeds are received as payments under the terms
and conditions of the Promissory Note or received as payments under the earn-out
provision shall upon receipt by the Borrower be promptly applied to prepay the
then outstanding Advances in accordance with the terms of Section 2.06(b)(ii) of
the Credit Agreement, with each such prepayment resulting in a corresponding
permanent reduction in the amount of the Revolving Credit Facility, (vi) the
Promissory Note shall be pledged to the Administrative Agent, for the benefit of
itself and the Lender Parties, as additional Collateral for the Obligations of
the Loan Parties under the Loan Documents pursuant to documentation in form and
substance satisfactory to the Administrative Agent, and the Borrower shall take
all such steps as may be necessary or desirable in order to provide the
Administrative Agent, on behalf of itself and the Lender Parties, with a first
priority perfected security interest in the Promissory Note, (vii) the
transaction does not result in a breach or other violation of any of the terms
and conditions of the Senior Subordinated Note Indenture or any other Senior
Subordinated Note Document or result in a circumstance which requires any of the
proceeds from the sale of the stock of ASI to be applied to repay or repurchase
- 2 -
any of the Senior Subordinated Notes, (viii) at or prior to the time of
consummation of the transaction, Borrower's outside legal counsel shall deliver
a legal opinion to Administrative Agent, for the benefit of Administrative Agent
and the other Credit Parties, in form and substance satisfactory to the
Administrative Agent, (A) to the effect that the transaction is in compliance
with the terms of the Credit Agreement and the other Loan Documents, (B) to the
effect that the transaction does not result in a breach or other violation of
the terms and conditions of the Senior Subordinated Note Indenture or any other
Senior Subordinated Note Document or result in a circumstance which requires any
of the proceeds from the transaction to be applied to repay or repurchase any of
the Senior Subordinated Notes and (C) concerning such other matters as the
Administrative Agent may request, and (ix) the purchase agreement and other
legal agreements and documentation governing the sale of the stock of ASI shall
be in form and substance reasonably satisfactory to the Administrative Agent and
the Administrative Agent and its counsel shall have had sufficient time to
review such purchase agreement and all such other legal agreements and
documentation prior to the consummation of the transaction.
3. WAIVER. The Administrative Agent and Lender Parties hereby waive the
Existing Events of Default under Sections 5.04(a) and 5.04(b) of the Credit
Agreement solely for the period of four fiscal quarters ended December 30, 2001.
The foregoing waiver is only applicable and shall only be effective in the
specific instance and for the specific purpose for which made. Such waiver is
expressly limited to the facts and circumstances referred to herein and shall
not operate (a) as a waiver of or consent to non-compliance with any other
Section or provision of the Credit Agreement or any other Loan Document, (b) as
a waiver of any other right, power or remedy of the Administrative Agent or any
Lender Party under the Credit Agreement or any other Loan Document or (c) as a
waiver of or consent to any Default or Event of Default under the Credit
Agreement or any other Loan Document, other than as expressly provided in this
Section 3.
4. AMENDMENTS.
4.1. (a) Section 1.01 of the Credit Agreement is amended by deleting
from the definition of "APPLICABLE MARGIN" the entire pricing chart contained
therein and replacing it with the following chart:
APPLICABLE MARGIN APPLICABLE MARGIN APPLICABLE MARGIN
RATIO OF FUNDED FOR PRIME RATE FOR EURODOLLAR FOR COMMITMENT
DEBT TO EBITDA ADVANCES RATE ADVANCES FEE
- ------------------------ ----------------- ----------------- -----------------
Equal to or greater than
4.50 2.000% 3.250% 0.500%
Equal to or greater than
4.00 less than 4.50 1.750% 3.000% 0.500%
Equal to or greater than
3.50 less than 4.00 1.500% 2.750% 0.500%
Equal to or greater than
3.00 less than 3.50 1.250% 2.500% 0.500%
Less than 3.00 1.000% 2.250% 0.400%
- 3 -
In addition, notwithstanding any other provision of the Credit
Agreement or any other Loan Document, pricing shall remain at the highest level
set forth in the above pricing chart until the earlier of (i) the prepayment of
Advances and a corresponding permanent reduction in the amount of the Revolving
Credit Facility of at least $19,500,000 from the Net Cash Proceeds received by
the Borrower from its sale of the stock of ASI in a transaction consummated in
compliance with the terms and conditions of Section 2 of the Ninth Amendment and
(ii) delivery to the Administrative Agent of the Borrower's Financial Statements
for its fiscal quarter ended September 30, 2002.
4.2. Section 1.01 of the Credit Agreement is amended by inserting the
following additional definition in the proper alphabetical order:
"NINTH AMENDMENT" means that certain Ninth Amendment to Credit
Agreement, dated as of February 12, 2002, by and among the Borrower,
the Administrative Agent and the Lenders and other Lender Parties.
4.3. Section 5.01 of the Credit Agreement (Covenants) is amended by
inserting the following additional covenants at the end thereof as new Sections
5.01(p) and (q):
"(p) MACHINERY AND EQUIPMENT APPRAISALS. The Borrower, at its
expense, shall from time to time deliver, as promptly as possible
following Administrative Agent's request therefore and in any event
within sixty (60) days following Administrative Agent's request
therefore, all such appraisals and valuations of machinery and
equipment as Administrative Agent shall from time to time request. Any
and all such appraisals and valuations shall be performed by
appraisers selected by Administrative Agent (and Administrative Agent
in its discretion shall determine whether the appraiser is engaged by
the Administrative Agent or by the Borrower on the Administrative
Agent's behalf) and shall be prepared on a basis acceptable to
Administrative Agent.
(q) MORTGAGES. As promptly as possible following the date of the
Ninth Amendment, and in any event within ninety (90) days thereafter,
the Borrower shall have taken all actions necessary or desirable to
grant to the Administrative Agent, for the benefit of itself and the
Lender Parties, a first priority, perfected mortgage and lien on each
of the real properties set forth on SCHEDULE A to the Ninth Amendment.
In furtherance, but in limitation of the generality of the foregoing
sentence, as promptly as possible following the date of the Ninth
Amendment, and in any event within ninety (90) days thereafter, the
Borrower shall deliver to the Administrative Agent, for the benefit of
the Administrative Agent and the Lender Parties, with respect to each
of the real properties set forth on SCHEDULE A to the Ninth Amendment
(i) a duly executed mortgage, in form and substance satisfactory to
the Administrative Agent, (ii) a title policy naming the
Administrative Agent, on behalf of itself and the other Lender
Parties, from a title company acceptable to the Administrative Agent,
(iii) a new survey or existing survey acceptable to the Administrative
Agent, (iv) UCC-1 financing statement fixture filings, in form and
substance satisfactory to the Administrative Agent, (v) an opinion of
local counsel as to due execution, authority, perfection and other
matters, from local counsel acceptable to the Administrative Agent and
in form and substance satisfactory to the Administrative Agent and
(vi) payment of all applicable mortgage recording taxes, title
- 4 -
provisions, recording and filing fees, search charges and other
similar charges and expenses. The Administrative Agent shall have the
right, at Borrower's expense, to conduct or have an independent
environmental firm selected by the Administrative Agent conduct all
such environmental reviews, assessments, audits, and investigations
with respect to any of the real properties set forth on SCHEDULE A to
the Ninth Amendment as the Administrative Agent may request. In the
event that the Administrative Agent determines on the basis of any
such environmental review, assessment, audit or investigation not to
proceed with the filing of a mortgage on any of the real properties
set forth on SCHEDULE A to the Ninth Amendment, the Administrative
Agent and Borrower shall in good faith act to find a replacement
unencumbered real property or properties of Borrower of equal or
greater value which shall be mortgaged to the Administrative Agent,
for the benefit of the Administrative Agent and the Lender Parties,
pursuant to the requirements of this Section 5.01 (q)."
4.4. Section 5.04(a) of the Credit Agreement (Funded Debt to EBITDA
Ratio) is amended by resetting the financial covenants contained therein for the
periods provided below to the new levels set forth below:
FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- -----
December 31, 2001 4.85 to 1.0
March 31, 2002 4.85 to 1.0
June 30, 2002 4.75 to 1.0
September 30, 2002 4.50 to 1.0
December 31, 2002 4.25 to 1.0
4.5. Section 5.04(b) of the Credit Agreement (Interest Coverage
Ratio) is amended by resetting the financial covenants contained therein for the
periods provided below to the new levels set forth below:
FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- -----
December 31, 2001 2.00 to 1.0
March 31, 2002 2.00 to 1.0
June 30, 2002 2.25 to 1.0
September 30, 2002 2.50 to 1.0
December 31, 2002 2.75 to 1.0
4.6. Section 5.04(d) of the Credit Agreement (Minimum Net Worth) is
amended and restated in its entirety to read as set forth below:
"(d) MINIMUM NET WORTH. Maintain, as of the last day of each fiscal
quarter, an excess of Consolidated total assets over Consolidated
total liabilities of the Borrower and its Subsidiaries of not less
than (i) $200,000,000, as such amount may be reduced in connection
with any write down of goodwill relating to ASI based on FASB 141 or
loss in connection with the Borrower's sale of the stock of ASI in a
transaction consummated in compliance with Section 2 of the Ninth
- 5 -
Amendment by an amount equal to the lesser of (x) the actual amount of
the write down of goodwill or loss in connection with such sale
transaction and (y) $120,000,000 plus (ii) 75% of Consolidated
positive net income (and excluding 100% of Consolidated net losses) of
the Borrower and its Subsidiaries since December 31, 2001 to and
including each date of determination computed on a cumulative basis
for said entire period."
4.7. Section 5.04 of the Credit Agreement is hereby amended by adding
the following as a new Section 5.04(e):
"(e) MINIMUM EBITDA. Maintain, as of the last day of each fiscal
quarter of the Borrower set forth below, EBITDA for the one fiscal
quarter then ended of the Borrower of not less than the amount set
forth below for such fiscal quarter:
FISCAL QUARTER ENDING ON: AMOUNT
------------------------- ------
March 31, 2002 $16,000,000
June 30, 2002 $16,000,000
September 30, 2002 $17,000,000
December 31, 2002 $17,000,000"
5. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower hereby
represents and warrants as follows:
5.1. Each of the representations and warranties set forth in the
Credit Agreement, including, without limitation, in Article IV of the Credit
Agreement, and in each other Loan Document, is true, correct and complete on and
as of the date hereof as though made on the date hereof. In addition, the
Borrower hereby represents, warrants and affirms that the Credit Agreement and
each of the other Loan Documents remains in full force and effect.
5.2. As of the date hereof and after giving effect to this Amendment,
there exists no Default or Event of Default under the Credit Agreement or any
other Loan Document, and no event which, with the giving of notice or lapse of
time, or both, would constitute a Default or Event of Default.
5.3. The execution, delivery and performance by each applicable Loan
Party of this Amendment and/or the reaffirmations and confirmations attached
hereto and each other Loan Document and the consummation of the transaction
contemplated by Section 2 of this Amendment are within such Loan Party's
corporate powers, have been duly authorized by all necessary corporate action,
and do not, and will not, (i) contravene such Loan Party's charter or bylaws,
(ii) violate any law (including, without limitation, the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended), rule,
regulation (including, without limitation, any Regulation of the Board of
Governors of the Federal Reserve System), order, writ, judgment, injunction,
decree, determination or award, (iii) conflict with or result in the breach of,
or constitute a default under, any material contract, loan agreement, indenture
(including, without limitation, the Senior Subordinated Note Indenture),
- 6 -
mortgage, deed of trust, lease or other material instrument or agreement binding
on or affecting any Loan Party, any of its Subsidiaries or any of their
respective properties or (iv) except for the Liens created under the Collateral
Documents, result in or require the creation or imposition of any Lien upon or
with respect to any of the properties of any Loan Party or any of its
Subsidiaries. Neither any Loan Party nor any of its Subsidiaries is in violation
of any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or in breach of any such contract, loan agreement,
indenture (including, without limitation, the Senior Subordinated Note
Indenture), mortgage, deed of trust, lease or other instrument or agreement, the
violation or breach of which could reasonably be expected to have a Material
Adverse Effect.
5.4. Each of this Amendment and each other Loan Document has been
duly executed and delivered by each Loan Party party hereto and thereto. Each of
this Amendment and each other Loan Document is the legal, valid and binding
obligation of each Loan Party party hereto and thereto, enforceable against such
Loan Party in accordance with its terms.
5.5. No authorization or approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body or any other
third party is required for (i) the due execution, delivery, recordation, filing
or performance by any Loan Party of this Amendment, any other Loan Document or
any other agreement or document related hereto or thereto or contemplated hereby
or thereby to which it is or is to be a party or otherwise bound, (ii) the grant
by any Loan Party of the Liens granted by it pursuant to the Collateral
Documents, (iii) the perfection or maintenance of the Liens created by the
Collateral Documents (including the first priority nature thereof) or (iv) the
exercise by the Administrative Agent or any Lender Party of its rights under the
Loan Documents or remedies in respect of the Collateral pursuant to the
Collateral Documents.
6. CONDITIONS PRECEDENT TO THIS AMENDMENT. The effectiveness of this
Amendment is subject to the satisfaction, in form and substance satisfactory to
the Administrative Agent, of each of the following conditions precedent:
6.1. The Borrower and Lenders shall have duly executed and delivered
this Amendment and each other Loan Party shall have duly executed the attached
Acknowledgment and Ratification in connection with this Amendment.
6.2. After giving effect to this Amendment, no Default or Event of
Default shall have occurred and be continuing.
6.3. The representations and warranties contained in Section 4 of
this Amendment, the Credit Agreement and each other Loan Document shall be true,
correct and complete on and as of the closing date of this Amendment as though
made on such date.
6.4. The Borrower shall have paid an amendment fee to the
Administrative Agent, for the account of each Lender which has approved this
Amendment, as evidenced by such Lender's timely execution and delivery of a
counterpart signature page to this Amendment (each such Lender being an
"APPROVING LENDER"), in an amount equal to 0.125% (i.e. 12.5 basis points) of
such Approving Lender's Revolving Credit Commitment.
- 7 -
6.5. The Borrower and the other Loan Parties shall have taken all
such other actions and executed and delivered all such other agreements,
instruments, certificates and documents, if any, as the Administrative Agent
shall have reasonably requested.
7. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT AND OTHER LOAN
DOCUMENTS.
7.1. Except as specifically amended in Section 4 above and for the
specific consent and waivers set forth in Sections 2 and 3, respectively, above
the Credit Agreement and each of the other Loan Documents shall remain in full
force and effect and each is hereby ratified and confirmed.
7.2. Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or any
other word or words of similar import shall mean and be a reference to the
Credit Agreement as amended hereby, and each reference in any other Loan
Document to the Credit Agreement or any word or words of similar import shall
mean and be a reference to the Credit Agreement as amended hereby.
8. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument. Delivery of
an executed counterpart to this Amendment by telecopier shall be as effective as
delivery of a manually executed counterpart of this Amendment.
9. COSTS AND EXPENSES. The Borrower shall pay on demand all reasonable
fees, costs and expenses incurred by Administrative Agent (including, without
limitation, all reasonable attorneys' fees) in connection with the preparation,
execution and delivery of this Amendment and the taking of any actions by any
Person in connection herewith.
10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW YORK.
11. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
[signature pages follow]
- 8 -
SCHEDULE A TO NINTH AMENDMENT
MORTGAGE PROPERTIES
1. Muskegon, MI
2. Charlotte, NC
3. Wadesboro, NC
4. Cedar Rapids, IA
5. Damascus, VA
6. Abington, VA
7. Amherst, NY
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized on the date
first above written.
COLUMBUS MCKINNON CORPORATION
By: /s/ Robert L. Montgomery
-----------------------------------
Robert L. Montgomery
Title: Executive Vice President
ACKNOWLEDGMENT AND RATIFICATION
The undersigned hereby acknowledge and agree to this Amendment, and
agree that the Guaranty, the Security Agreement, and the Intellectual Property
Security Agreement, and each other Loan Document executed by the undersigned
shall remain in full force and effect and each is hereby ratified and confirmed
by and on behalf of the undersigned, this 12th day of February 2002.
AUTOMATIC SYSTEMS, INC.
By: /s/ Robert L. Montgomery
-----------------------------------
Robert L. Montgomery
Title: Treasurer
LICO STEEL, INC.
By: /s/ Robert L. Montgomery
-----------------------------------
Robert L. Montgomery
Title: Treasurer
CRANE, ENGINEERING & SERVICE GROUP, INC.
By: /s/ Robert L. Montgomery
-----------------------------------
Robert L. Montgomery
Title: Treasurer
HANDLING SYSTEMS AND CONVEYORS, INC.
By: /s/ Robert L. Montgomery
-----------------------------------
Robert L. Montgomery
Title: Treasurer
YALE INDUSTRIAL PRODUCTS, INC.
By: /s/ Robert L. Montgomery
-----------------------------------
Robert L. Montgomery
Title: Treasurer
LENDERS
FLEET NATIONAL BANK, as Administrative
Agent, Initial Issuing Bank, Swing Line
Bank and Lender
By: /s/ John C. Wright
-----------------------------------
Name: John C. Wright
-----------------------------------
Title: Vice President
----------------------------------
LENDERS
ABN-AMRO BANK N.V. NEW YORK
BRANCH, as a Co-Agent and Lender
By: /s/ Richard Schrage
-----------------------------------
Name: Richard Schrage
-----------------------------------
Title: Vice President
----------------------------------
By: /s/ Dean P. Giglio
-----------------------------------
Name: Dean P. Giglio
-----------------------------------
Title: Vice President
----------------------------------
LENDERS
THE BANK OF NOVA SCOTIA, as a Co-Agent
and Lender
By: /s/ Philip Adsetts
-----------------------------------
Name: Philip Adsetts
-----------------------------------
Title: Managing Director
----------------------------------
LENDERS
MANUFACTURERS AND TRADERS TRUST
COMPANY, as a Co-Agent and Lender
By: /s/ Jeffrey P. Kenefick
-----------------------------------
Name: Jeffrey P. Kenefick
-----------------------------------
Title: Assistant Vice President
----------------------------------
LENDERS
HSBC BANK USA (formerly known as Marine
Midland Bank), as a Co-Agent and Lender
By: /s/ John G. Tierney
-----------------------------------
Name: John G. Tierney
-----------------------------------
Title: Vice President
----------------------------------
LENDERS
COMERICA BANK
By: /s/ Joel S. Gordon
-----------------------------------
Name: Joel S. Gordon
-----------------------------------
Title: Account Officer
----------------------------------
LENDERS
FIRST UNION NATIONAL BANK
By: /s/ Jorge A. Gonzalez
-----------------------------------
Name: Jorge A. Gonzalez
-----------------------------------
Title: Senior Vice President
----------------------------------
LENDERS
KEYBANK NATIONAL ASSOCIATION
By: /s/ Thomas L. Purcell
-----------------------------------
Name: Thomas L. Purcell
-----------------------------------
Title: Senior Vice President
----------------------------------
LENDERS
MELLON BANK, N.A.
By: /s/ Edward J. Kloecker
-----------------------------------
Name: Edward J. Kloecker
-----------------------------------
Title: Vice President
----------------------------------
LENDERS
BANKERS TRUST COMPANY
By: /s/ Diane F. Rolfe
-----------------------------------
Name: Diane F. Rolfe
-----------------------------------
Title: Vice President
----------------------------------
LENDERS
THE BANK OF NEW YORK
By: /s/ Christine T. Rio
-----------------------------------
Name: Christine T. Rio
-----------------------------------
Title: Vice President
----------------------------------
LENDERS
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Eric Huff
-----------------------------------
Name: Eric Huff
-----------------------------------
Title: Assistant Vice President
----------------------------------
LENDERS
NATIONAL CITY BANK OF PENNSYLVANIA
By: /s/ Sean D. Grant
-----------------------------------
Name: Sean D. Grant
-----------------------------------
Title: Assistant Vice President
----------------------------------