EXECUTION COPY
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of August 24, 1999, between CHART
INDUSTRIES, INC., a Delaware corporation duly organized and validly existing
under the laws of the State of Delaware (the "BORROWER"); each of the
Subsidiaries of the Borrower identified under the caption "SUBSIDIARY BORROWERS"
on the signature pages hereto (individually, a "SUBSIDIARY BORROWER" and,
collectively, the "SUBSIDIARY BORROWERS"); each of the Subsidiaries of the
Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the signature
pages hereto (individually, a "SUBSIDIARY GUARANTOR" and, collectively, the
"SUBSIDIARY GUARANTORS" and, together with the Borrower and the Subsidiary
Borrowers, the "OBLIGORS"); each of the lenders that is a signatory hereto
(individually, a "LENDER" and, collectively, the "LENDERS"); THE CHASE MANHATTAN
BANK, as administrative agent for the Lenders (in such capacity, together with
its successors in such capacity, the "ADMINISTRATIVE AGENT"); and NATIONAL CITY
BANK, as Documentation Agent.
The Borrower, the Subsidiary Borrowers, the Subsidiary
Guarantors, each of the lenders that is a signatory thereto and the
Administrative Agent are parties to a Credit Agreement dated as of April 12,
1999 (as heretofore modified and supplemented and in effect on the date hereof,
the "CREDIT AGREEMENT"), providing, subject to the terms and conditions thereof,
for loans to be made by said lenders to the Borrower in an aggregate principal
amount not exceeding $300,000,000. The Borrower, the Subsidiary Borrowers, the
Subsidiary Guarantors, the Lenders and the Administrative Agent wish to amend
the Credit Agreement in certain respects, and accordingly, the parties hereto
hereby agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this
Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. AMENDMENTS. Subject to the satisfaction of the
conditions precedent specified in Section 5, but effective as of the date
hereof, the Credit Agreement shall be amended as follows:
2.01. References in the Credit Agreement (including references
to the Credit Agreement as amended hereby) to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed
to be references to the Credit Agreement as amended hereby.
2.02. Section 1.01 of the Credit Agreement is hereby amended
by adding the following new definitions (to the extent not already included in
said Section 1.01) and inserting the same in the appropriate alphabetical
locations and by amending in their entirety the following definitions (to the
extent already included in said Section 1.01), as follows:
"AMEMBAL CAPITAL" means Amembal Capital Corporation.
AMENDMENT NO. 1
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"AMEMBAL LEASE AGREEMENT" means the agreement in respect of
the Amembal Lease Program to be entered into by Amembal Capital and
NCI Sales and Leasing, Inc. (or any successor thereto) in form and
substance reasonably satisfactory to the Administrative Agent, together
with all annexes, schedules, exhibits and related agreements.
"AMEMBAL LEASE PROGRAM" means the program between Amembal
Capital and NCI Sales and Leasing, Inc. (or any successor thereto) for
lease financing and lease administration with respect to equipment
manufactured by the Borrower or any of its Subsidiaries.
"AMENDMENT NO. 1" means Amendment No. 1 dated as of August 24,
1999 to this Agreement.
"AMENDMENT NO. 1 Effective Date" means August 24, 1999.
"APPLICABLE MARGIN" means, for any day, with respect to any
ABR Loan (including any Swingline Loan) or Eurodollar Loan, as the case
may be, of any Class the applicable rate per annum set forth below
under the caption "ABR Spread" or "Eurodollar Spread" with respect to
such Class, respectively, based upon the Leverage Ratio as of the most
recent determination date; PROVIDED that from and including the
Amendment No. 1 Effective Date to and including January 1, 2000, the
"Applicable Margin" shall be the applicable rate per annum set forth
below in Category 3 (and, for periods prior to the Amendment No. 1
Effective Date, the applicable rate per annum set forth in Category 3,
as in effect immediately prior to giving effect to Amendment No. 1,
during such periods):
AMENDMENT NO. 1
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ABR Spread for Eurodollar Spread
Leverage Ratio: Revolving Credit for Revolving Eurodollar
--------------- Loans and Term Credit Loans and ABR Spread for Spread for Term
Loan A Term Loan A Term Loan B Loan B
CATEGORY 1
2.00% 3.00% 2.50% 3.50%
Greater than 6.00 to
1
CATEGORY 2
1.75% 2.75% 2.25% 3.25%
Less than or equal to
6.00 to 1 and greater
than 5.50 to 1
CATEGORY 3
1.50% 2.50% 2.00% 3.00%
Less than or equal to
5.50 to 1 and greater
than 4.00 to 1
CATEGORY 4
1.25% 2.25% 2.00% 3.00%
Less than or equal to
4.00 to 1 and greater
than 3.50 to 1
CATEGORY 5
1.00% 2.00% 2.00% 3.00%
Less than or equal to
3.50 to 1 and greater
than 3.00 to 1
CATEGORY 6
0.75% 1.75% 2.00% 3.00%
Less than or equal to
3.00
For purposes of the foregoing (but subject to the proviso above), (a)
the Leverage Ratio shall be determined as of the end of each fiscal
quarter of the Borrower's fiscal year based upon the Borrower's
consolidated financial statements delivered pursuant to Section 6.01(a)
or (b) and (b) each change in the Applicable Margin resulting from a
change in the Leverage Ratio shall be effective during the period
commencing on and including the date three Business Days after delivery
to the Administrative Agent of such consolidated financial statements
indicating such change and ending on the date immediately preceding the
effective date of the next such change; provided that the Leverage
Ratio shall be deemed to be in Category 1 above (i) at any time that an
Event of Default has occurred and is continuing and (ii) if the
Borrower fails to deliver the consolidated financial statements
required to be delivered by it pursuant to Section 6.01(a) or (b)
and/or the related compliance certificate, during the period from the
expiration of the time for delivery thereof until such consolidated
financial statements and compliance certificate are so delivered.
"COMMITMENT FEE RATE" means, for any period, (i) if the
Leverage Ratio exceeds 5.50:1.00, 0.75% and (ii) if the Leverage Ratio
is less than or equal to 5.50:1.00, 0.50%;
AMENDMENT NO. 1
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PROVIDED that from and including the Amendment No. 1 Effective Date to
and including January 1, 2000, the "Commitment Fee Rate" shall be
0.50%. For purposes of the foregoing (but subject to the proviso
above), (a) the Leverage Ratio shall be determined as of the end of
each fiscal quarter of the Borrower's fiscal year based upon the
Borrower's consolidated financial statements delivered pursuant to
Section 6.01(a) or (b) and (b) each change in the Commitment Fee Rate
resulting from a change in the Leverage Ratio shall be effective during
the period commencing on and including the date three Business Days
after delivery to the Administrative Agent of such consolidated
financial statements indicating such change and ending on the date
immediately preceding the effective date of the next such change;
PROVIDED that the Commitment Fee Rate shall be deemed to be 0.75% (i)
at any time that an Event of Default has occurred and is continuing and
(ii) if the Borrower fails to deliver the consolidated financial
statements required to be delivered by it pursuant to Section 6.01(a)
or (b) and/or the related compliance certificate, during the period
from the expiration of the time for delivery thereof until such
consolidated financial statements and compliance certificate are so
delivered.
"EBIT" means, for any period, the sum, for the Borrower and
its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the following for such period:
(a) net income PLUS (b) to the extent deducted in computing such net
income, the sum of (i) income tax expense, PLUS (ii) Interest Expense,
PLUS (iii) all non-cash, non-recurring charges (but, in any case,
excluding depreciation and amortization (including amortization of any
goodwill or other intangibles)) PLUS (iv) for any period ending on or
prior to December 31, 1999, non-recurring, cash charges of $5,000,000
in the aggregate MINUS (c) to the extent added in computing such net
income, the sum of (i) any gains attributable to any fixed asset sales
and (ii) any non-cash, extraordinary gains.
"EBITDA" means, for any period, the sum, for the Borrower and
its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the following for such period:
(a) net income PLUS (b) to the extent deducted in computing such net
income, the sum of (i) income tax expense, PLUS (ii) depreciation and
amortization (including amortization of any goodwill or other
intangibles), PLUS (iii) Interest Expense PLUS (iv) all other non-cash,
non-recurring charges PLUS (v) for any period ending on or prior to
December 31, 1999, non-recurring, cash charges of $5,000,000 in the
aggregate MINUS (c) to the extent added in computing such net income,
the sum of (i) any gains attributable to any fixed asset sales and (ii)
any non-cash, extraordinary gains; PROVIDED that in calculating EBITDA
for the purpose of the Leverage Ratio only, for any period prior to
four full fiscal quarters after the Effective Date, EBITDA of the
Borrower and its Subsidiaries shall include on a pro forma basis EBITDA
of MVE Holdings and its Subsidiaries as if the Acquisition had occurred
on the first day of the relevant calculation period.
2.03. The first sentence of Section 2.11(a) of the Credit
Agreement is hereby amended by replacing the reference to "0.50%" with the
phrase "the Commitment Fee Rate."
AMENDMENT NO. 1
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2.04. Section 7.02 of the Credit Agreement is hereby amended
by (i) deleting the word "and" at the end of clause (c) thereof, (ii) inserting
"; and" in place of the period at the end of clause (d) thereof and (iii) adding
a new clause (e) immediately following such clause (d) to read as follows:
"(e) Liens on equipment, related contract rights and other
related property created by the Borrower or any of its Subsidiaries in
favor of Amembal Capital pursuant to the Amembal Lease Agreement."
2.05. Section 7.03(b)(i) of the Credit Agreement is hereby
amended in its entirety to read as follows:
"(i) the disposition of any inventory or other property in the
ordinary course of business and on ordinary business terms (including
dispositions of equipment, related contract rights and other related
property pursuant to the Amembal Lease Agreement);"
2.06. Section 7.04 of the Credit Agreement is hereby amended
by (i) deleting the word "and" at the end of clause (h) thereof, (ii)
redesignating clause (i) as clause (j) and (iii) inserting a new clause (i) to
read as follows:
"(i) Investments made by the Borrower or any of its
Subsidiaries pursuant to the Amembal Lease Agreement; and"
2.07. Clause (d) of Section 7.05 of the Credit Agreement is
hereby amended in its entirety to read as follows:
" (d) on or after January 1, 2001, if at the time thereof and
immediately after giving effect thereto no Event of Default shall have
occurred and be continuing, the Borrower may declare and pay cash
dividends with respect to its capital stock not exceeding $7,200,000 in
any fiscal year."
2.08. Section 7.09 of the Credit Agreement is hereby amended
in its entirety to read as follows:
"Section 7.09. CERTAIN FINANCIAL COVENANTS.
(a) LEVERAGE RATIO. The Borrower will not permit the Leverage
Ratio to exceed the following respective ratios at any time during the
following respective periods:
Period Ratio
------ -----
From April 1, 1999 through 5.00:1.00
June 30, 1999
From July 1, 1999 through 5.50:1.00
September 30, 1999
AMENDMENT NO. 1
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From October 1, 1999 through 6.50:1.00
December 31, 1999
From January 1, 2000 through 6.75:1.00
March 31, 2000
From April 1, 2000 through 6.50:1.00
June 30, 2000
From July 1, 2000 through 6.00:1.00
September 30, 2000
From October 1, 2000 through 5.00:1.00
December 31, 2000
From January 1, 2001 through 3.25:1.00
December 31, 2001
From January 1, 2002 through 2.75:1.00
December 31, 2002
From January 1, 2003 and 2.50:1.00
thereafter
(b) INTEREST COVERAGE RATIO. The Borrower will not permit the
Interest Coverage Ratio to be less than the following respective ratios
as at the last day of any fiscal quarter ending during the following
respective periods:
Period Ratio
------ -----
From April 1, 1999 through 1.25:1.00
June 30, 1999
From July 1, 1999 through 0.85:1.00
June 30, 2000
From July 1, 2000 through 1.10:1.00
September 30, 2000
From October 1, 2000 through 1.25:1.00
December 31, 2000
From January 1, 2001 through 3.00:1.00
December 31, 2001
AMENDMENT NO. 1
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From January 1, 2002 through 3.25:1.00
December 31, 2002
From January 1, 2003 through 3.50:1.00
December 31, 2003
From January 1, 2004 through 3.75:1.00
December 31, 2005
From January 1, 2006 and 4.00:1.00
thereafter
(c) FIXED CHARGE COVERAGE RATIO. The Borrower will not permit
the Fixed Charge Coverage Ratio to be less than the following
respective ratios at any time during the following respective periods:
Period Ratio
------ -----
From April 1, 1999 through 1.25:1.00
June 30, 1999
From July 1, 1999 through 1.10:1.00
September 30, 1999
From October 1, 1999 through 1.00:1.00
December 31, 1999
From January 1, 2000 through 0.90:1.00
September 30, 2000
From October 1, 2000 through 1.00:1.00
December 31, 2000
From January 1, 2001 and 1.25:1.00
thereafter
(d) NET WORTH. The Borrower will not permit its Net Worth to
be less than the sum of (a) (i) $55,000,000 in the case of any period
ending on or before December 31, 1999 or (ii) $57,500,000 in the case
of all other periods PLUS (b) 50% of net income (if positive) of the
Borrower and its Subsidiaries (determined on a consolidated basis in
accordance with GAAP) for each fiscal quarter commencing with the
fiscal quarter ending June 30, 1999 MINUS (c) the aggregate amount of
any write-downs of goodwill taken subsequent to the Amendment No. 1
Effective Date but not exceeding $10,000,000."
2.09. Section 7.10 of the Credit Agreement is hereby amended
by inserting a new
AMENDMENT NO. 1
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clause (c) at the end thereof to read as follows:
"(c) The Borrower will not, and will not permit any of its
Subsidiaries to, consent to any modification, supplement or waiver of
any of the material provisions of the Amembal Lease Agreement, without
the prior consent of the Administrative Agent. In addition, the
Borrower will deliver to the Administrative Agent a complete and
correct copy (including all annexes, schedules, exhibits and related
agreements) of the Amembal Lease Agreement as promptly as practicable
following the execution thereof."
Section 3. WAIVERS. Effective as provided in Section 5 below,
the Lenders hereby waive any Default that has occurred and/or is continuing on
or prior to the date hereof under Sections 7.09(b) and 7.09(c) of the Credit
Agreement (as in effect immediately prior to giving effect to this Amendment No.
1).
Section 4. REPRESENTATIONS AND WARRANTIES. The Borrower
represents and warrants to the Lenders that the representations and warranties
set forth in Article IV of the Credit Agreement are true and complete on the
date hereof as if made on and as of the date hereof and as if each reference in
said Article IV to "this Agreement" included reference to this Amendment No. 1.
Section 5. CONDITIONS PRECEDENT. The amendments to the Credit
Agreement set forth in Section 2 and the waivers set forth in Section 3 shall
become effective, as of the date hereof, upon the satisfaction of the following
conditions precedent:
5.01. EXECUTION BY ALL PARTIES. This Amendment No. 1 shall
have been executed and delivered by each of the Obligors, the Required Lenders
and the Required Lenders of the Revolving Credit Lenders.
5.02. DOCUMENTS. The Administrative Agent shall have received
the following documents, each of which shall be satisfactory to the
Administrative Agent in form and substance:
(1) CORPORATE DOCUMENTS. Certified copies of the charter and
by-laws (or equivalent documents) of each Obligor (or, in the
alternative, a certification to the effect that none of such documents
has been modified since delivery thereof on the Effective Date pursuant
to the Credit Agreement) and of all corporate authority for each
Obligor (including board of director resolutions and evidence of the
incumbency of officers for each Obligor) with respect to the execution,
delivery and performance of this Amendment No. 1 and the Credit
Agreement as amended hereby and extensions of credit under the Credit
Agreement as amended hereby and each other document to be delivered by
each Obligor from time to time in connection with the Credit Agreement
as amended hereby (and the Administrative Agent and each Lender may
conclusively rely on such certificate until it receives notice in
writing from each Obligor to the contrary).
(2) OPINION OF COUNSEL TO THE OBLIGORS. A favorable written
opinion (addressed to the Administrative Agent and the Lenders and
dated as of a date acceptable to the
AMENDMENT NO. 1
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Administrative Agent) of (i) Calfee, Halter & Griswold LLP, counsel for
the Obligors, and (ii) such other counsel to one or more of the
Obligors, in each case in form and substance satisfactory to the
Administrative Agent covering such matters relating to the Obligors and
this Amendment No. 1 as the Administrative Agent shall reasonably
request (and each Obligor hereby instructs such counsel to deliver such
opinion to the Lenders and the Administrative Agent).
(3) OTHER DOCUMENTS. Such other documents as the
Administrative Agent or any Lender or Milbank, Tweed, Hadley & McCloy
LLP, special New York counsel to Chase, may reasonably request.
5.03. AMENDMENT FEE. The Administrative Agent shall have
received for account of each Lender that consents to this Amendment No. 1
(evidenced by receipt by the Administrative Agent of an executed counterpart of
this Amendment No. 1) by 5:00 p.m., New York City time, August 24, 1999 an
amendment fee in an amount equal to 0.20% of the sum of Revolving Credit
Exposures and unused Revolving Credit Commitments, outstanding A Term Loans and
unused Term A Loan Commitments, and outstanding B Term Loans and unused Term
Loan B Commitments of each such Lender.
Section 6. MISCELLANEOUS. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 1 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 1 by signing any such
counterpart. This Amendment No. 1 shall be governed by, and construed in
accordance with, the law of the State of New York.
AMENDMENT NO. 1
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed by their respective authorized officers as
of the day and year first above written.
CHART INDUSTRIES, INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Treasurer and Chief Financial Officer
SUBSIDIARY BORROWERS
CHART MARSTON LIMITED
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Secretary
AMENDMENT NO. 1
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SUBSIDIARY GUARANTORS
ALTEC, INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Assistant Secretary
ALTEC INTERNATIONAL LIMITED
PARTNERSHIP
By: CHART MANAGEMENT COMPANY, INC.,
as its sole general partner
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
CHART INDUSTRIES FOREIGN SALES
CORPORATION
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
CHART INTERNATIONAL INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Treasurer and Chief Financial Officer
AMENDMENT NO. 1
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CHART MANAGEMENT COMPANY, INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
CRYENCO, INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Secretary, Treasurer and
Chief Financial Officer
CRYENCO SCIENCES, INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Secretary, Treasurer and
Chief Financial Officer
GREENVILLE TUBE CORPORATION
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Assistant Secretary
PROCESS SYSTEMS INTERNATIONAL, INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Assistant Clerk and Treasurer
NCI SALES AND LEASING, INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
AMENDMENT NO. 1
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NORTHCOAST ACQUISITION CORP.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Vice President Secretary
and Treasurer
NORTHCOAST OF AMERICA CRYOGENIC
INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
MVE HOLDINGS, INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Assistant Secretary
MVE, INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
MVE INTERNATIONAL HOLDINGS, INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
AMENDMENT NO. 1
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MVE PACIFIC, INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
MVE/HANSE ENVIRONMENTAL, INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Vice President Secretary
and Treasurer
LOX EQUIPMENT COMPANY
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
CAIRE INC.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
MVE VACUUM PANELS L.C.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Secretary and Treasurer
ALLOY CRAFTS CO.
By /s/ Don A. Baines
-------------------------------------------
Name: Don A. Baines
Title: Vice President Secretary and Treasurer
AMENDMENT NO. 1
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LENDERS
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent
By /s/ William P. Rindfuss
-------------------------------------------
Name: William P. Rindfuss
Title: Vice President
NATIONAL CITY BANK
By /s/ Anthony J. DiMare
-------------------------------------------
Name: Anthony J. DiMare
Title: Senior Vice President
Bank One Michigan,
F/K/A
NBD BANK
By /s/ Patrick F. Dunphy
-------------------------------------------
Name: Patrick F. Dunphy
Title: Vice President
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By /s/ Darvin D. Pierce
-------------------------------------------
Name: Darvin D. Pierce
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:/s/ Scott H. Page
-------------------------------------------
Name: Scott H. Page
Title: Vice President
AMENDMENT NO. 1
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U.S. BANK NATIONAL ASSOCIATION
By /s/ Megan G. Mourning
-------------------------------------------
Name: Megan G. Mourning
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By /s/ J. Scott Jessup
-------------------------------------------
Name: J. Scott Jessup
Title: Vice President
FLEET NATIONAL BANK
By /s/ Thomas J. Mahoney
-------------------------------------------
Name: Thomas J. Mahoney
Title: Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By /s/ Gregory L. Hong
-------------------------------------------
Name: Gregory L. Hong
Title: Duly Authorized Signatary
HARRIS TRUST AND SAVINGS BANK
By
-------------------------------------------
Name:
Title:
AMENDMENT NO. 1
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THE HUNTINGTON NATIONAL BANK
By /s/ Laura L. Conway
-------------------------------------------
Name: Laura L. Conway
Title: Vice President
Bank of America, N.A.
By /s/ Lisa S. Donoghue
-------------------------------------------
Name: Lisa S. Donoghue
Title: Managing Director
STATE STREET BANK AND TRUST
COMPANY
By /s/ Christopher DelSignore
-------------------------------------------
Name: Christopher DelSignore
Title: Vice President
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By
-------------------------------------------
Name:
Title:
FIRST MERIT BANK N.A.
By /s/ John F. Neumann
-------------------------------------------
Name: John F. Neumann
Title: Senior vice President
AMENDMENT NO. 1
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KEYBANK NATIONAL ASSOCIATION
By /s/ David J. Janus
-------------------------------------------
Name: David J. Janus
Title: Senior Vice President
KZH RIVERSIDE LLC
By /s/ Peter Chin
-------------------------------------------
Name: Peter Chin
Title: Authorized Agent
KZH STERLING LLC
By /s/ Peter Chin
-------------------------------------------
Name: Peter Chin
Title: Authorized Agent
KZH CYPRESSTREE - 1 LLC
By /s/ Peter Chin
-------------------------------------------
Name: Peter Chin
Title: Authorized Agent
AMENDMENT NO. 1