EXHIBIT 10.AAh
AMENDMENT NUMBER 1 TO
TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NUMBER 1 TO TRANSFER AND ADMINISTRATION AGREEMENT (this
"AMENDMENT"), dated as of November 2, 2000 among TECH DATA CORPORATION ("TECH
DATA"), a Florida corporation ("TECH DATA"), as collection agent (in such
capacity, the "COLLECTION AGENT"), TECH DATA FINANCE SPV, INC., a
Delaware corporation headquartered in California, as transferor (in such
capacity, the "TRANSFEROR"), RECEIVABLES CAPITAL CORPORATION ("RCC"), a Delaware
corporation , ATLANTIC ASSET SECURITIZATION CORP., a Delaware corporation
("ATLANTIC"), LIBERTY STREET FUNDING CORP., a Delaware corporation, ("LIBERTY"),
AMSTERDAM FUNDING CORPORATION, a Delaware corporation ("AFC"), FALCON ASSET
SECURITIZATION CORPORATION, a Delaware corporation, ("FALCON"), BLACK FOREST
FUNDING CORPORATION, a Delaware corporation, ("BLACK FOREST" and collectively
with RCC, Atlantic, Liberty, AFC and Falcon, the "CLASS CONDUITS"),
CREDIT LYONNAIS NEW YORK BRANCH, a branch duly licensed under the laws of the
State of New York of a banking corporation organized and existing under the laws
of the Republic of France ("CREDIT LYONNAIS"), as an Atlantic Bank Investor and
as agent for Atlantic and the Atlantic Bank Investors (in such capacity, the
"ATLANTIC AGENT"), BNP PARIBAS, a French banking corporation, acting through its
Houston agency ("BNPP"), as an Atlantic Bank Investor, THE BANK OF NOVA SCOTIA,
a banking corporation organized and existing under the laws of Canada, acting
through its New York Agency ("SCOTIA BANK"), as a Liberty Bank Investor and as
agent for Liberty and the Liberty Bank Investors (in such capacity, the "LIBERTY
AGENT"), ABN AMRO BANK N.V., a banking corporation organized and existing under
the laws of the Netherlands and acting through its Chicago Branch ("ABN AMRO"),
as an AFC Bank Investor and as agent for AFC and the AFC Bank Investors (in such
capacity, the "AFC AGENT"), BANK ONE, NA (having its main office in Chicago,
Illinois), a national banking association ("BANK ONE"), as a Falcon Bank
Investor and as agent for Falcon and the Falcon Bank Investors (in such
capacity, the "FALCON AGENT"), BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK
BRANCH, a branch duly licensed under the laws of New York of a banking
corporation organized and existing under the laws of the Federal Republic of
Germany ("HYPOVEREINSBANK"), as a Black Forest Bank Investor and as agent for
Black Forest and the Black Forest Bank Investors (in such capacity, the "BLACK
FOREST AGENT") and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking
association ("BANK OF AMERICA"), as agent for RCC, Atlantic, Liberty, AFC,
Falcon,
the RCC Bank Investors, the Atlantic Bank Investors, the Liberty Bank Investors,
the AFC Bank Investors and the Falcon Bank Investors (in such capacity, the
"ADMINISTRATIVE AGENT"), as an RCC Bank Investor, as agent for RCC and the RCC
Bank Investors (in such capacity, the "RCC AGENT") and Lead Arranger, amending
that certain Transfer and Administration Agreement dated as of May 19, 2000,
among the Transferor, the Collection Agent, the Class Conduits (as defined
thereunder) and the Bank Investors (the "ORIGINAL AGREEMENT" and said agreement
as amended by this Amendment, the "AGREEMENT").
WHEREAS, Transferor desires to add Black Forest as a Class Conduit and
HypoVereinsbank as a Bank Investor and Black Forest Agent to the Original
Agreement;
WHEREAS, the Transferor desires the Facility Limits, Loss and Dilution
Reserves and Maximum Net Investments in the Original Agreement with respect to
RCC to be increased;
WHEREAS, on the terms and conditions set forth herein, the parties
hereto consent to such amendments; and
WHEREAS, capitalized terms used herein shall have the meanings assigned
to such terms in the Original Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENT TO DEFINITIONS.
(a) The definition of "Bank Investor" is hereby deleted and
replaced with the following (solely for convenience added language is
italicized):
""BANK INVESTOR" means (i) with respect to the Class of which RCC is a
member, the RCC Bank Investors, (ii) with respect to the Class of which
Atlantic is a member, the Atlantic Bank Investors, (iii) with respect
to the Class of which Liberty is a member, the Liberty Bank Investors,
(iv) with respect to the Class of which AFC is a member, the AFC Bank
Investors, (v) with respect to the Class of which Falcon is a member,
the Falcon Bank Investors, (vi) WITH RESPECT TO THE CLASS OF WHICH
BLACK FOREST IS A MEMBER, THE BLACK FOREST BANK INVESTORS and (vii)
with respect to any other Class, the financial institutions
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specified as such in any supplement hereto and their respective
successors and permitted assigns."
(b) The definition of "Class" is hereby deleted and replaced
with the following (solely for convenience added language is italicized):
""CLASS" means each of the following groups of Class Investors: (i) RCC
and the RCC Bank Investors, (ii) Atlantic and the Atlantic Bank Investors, (iii)
Liberty and the Liberty Bank Investors, (iv) AFC and the AFC Bank Investors, (v)
Falcon and the Falcon Bank Investors, (vi) BLACK FOREST AND THE BLACK FOREST
BANK INVESTORS or (vii) any other Class consisting of a multi-seller commercial
paper conduit, its related Bank Investors and its respective assigns and
participants, as added from time to time with the consent of the Administrative
Agent and the Transferor as set forth in Section 11.2(b)."
(c) The definition of "Class Agent" is hereby deleted and
replaced with the following (solely for convenience added language is
italicized):
""CLASS AGENT" means (i) with respect to the Class of which RCC is a
member, the RCC Agent, (ii) with respect to the Class of which Atlantic is a
member, the Atlantic Agent, (iii) with respect to the Class of which Liberty is
a member, the Liberty Agent, (iv) with respect to the Class of which AFC is a
member, the AFC Agent, (v) with respect to the Class of which Falcon is a
member, the Falcon Agent, (vi) WITH RESPECT TO THE CLASS OF WHICH BLACK FOREST
IS A MEMBER, THE BLACK FOREST AGENT and (vii) with respect to any other Class,
the financial institution or other Person specified as such in any amendment or
supplement hereto for such Class."
(d) The definition of "Class Investors" is hereby deleted and
replaced with the following (solely for convenience added language is
italicized):
""CLASS INVESTORS" means (i) with respect to the Class of which RCC is
a member, RCC and the RCC Bank Investors, (ii) with respect to the Class of
which Atlantic is a member, Atlantic and the Atlantic Bank Investors, (iii) with
respect to the Class of which Liberty is a member, Liberty and the Liberty Bank
Investors, (iv) with respect to the Class of which AFC is a member, AFC and the
AFC Bank Investors, (v) with respect to the Class of which Falcon is a member,
Falcon and the Falcon Bank Investors, (vi) WITH RESPECT TO THE CLASS OF WHICH
BLACK FOREST IS A MEMBER, BLACK FOREST AND THE BLACK FOREST BANK INVESTORS and
(vii) with respect to any other Class, the related Class Conduit and the related
Bank Investors."
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(e) The definition of "Corporate Services Provider" is hereby
deleted and replaced with the following (solely for convenience added or changed
language is italicized):
""CORPORATE SERVICES PROVIDER" means, (i) with respect to RCC, AMACAR
INVESTMENTS LLC, (ii) with respect to Atlantic, Lord Securities Corporation,
(iii) with respect to Liberty, Global Securitization Services, LLC, (iv) with
respect to AFC, Global Securitization Services, LLC" and (v) WITH RESPECT TO
BLACK FOREST, LORD SECURITIES CORPORATION."
(f) The definition of "CP RATE" is hereby deleted and replaced
with the following (solely for convenience added or changed language is
italicized):
""CP RATE" for each Class Conduit listed below, shall have the meaning
specified in the Annex set forth below, for such Class Conduit:
CLASS CONDUIT ANNEX
------------- -----
RCC Annex 1
Falcon Annex 2
AFC Annex 3
Atlantic Annex 4
Liberty Annex 5
BLACK FOREST ANNEX 4
(g) The definition of "DCR" is hereby deleted and replaced
with the following (in alphabetical order):
""FITCH" means Fitch, Inc."
(h) The definition of "Facility Limit" is hereby deleted and
replaced with the following (solely for convenience added or changed language is
italicized):
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""FACILITY LIMIT" means (i) with respect to the Class of which Atlantic
is a member, $127,500,000; provided that such amount may not at any time exceed
the aggregate Commitments with respect to the Atlantic Bank Investors, (ii) with
respect to the Class of which RCC is a member, $204,000,000; provided that such
amount may not at any time exceed the aggregate Commitments with respect to the
RCC Bank Investors, (iii) with respect to the Class of which Liberty is a
member, $153,000,000; provided that such amount may not at any time exceed the
aggregate Commitments with respect to the Liberty Bank Investors, in each case,
at any time in effect, (iv) with respect to the Class of which AFC is a member,
$127,500,000; provided that such amount may not at any time exceed the aggregate
Commitments with respect to the AFC Bank Investors, in each case, at any time in
effect, (v) with respect to the Class of which Falcon is a member, $127,500,000;
provided that such amount may not at any time exceed the aggregate Commitments
with respect to the Falcon Bank Investors, in each case, at any time in effect,
(vi) WITH RESPECT TO THE CLASS OF WHICH BLACK FOREST IS A MEMBER, $76,500,000;
PROVIDED THAT SUCH AMOUNT MAY NOT AT ANY TIME EXCEED THE AGGREGATE COMMITMENTS
WITH RESPECT TO THE BLACK FOREST BANK INVESTORS, IN EACH CASE, AT ANY TIME IN
EFFECT and (VII) with respect to any other Class, the amount specified as such
in any supplement hereto for such Class; provided that, with respect to any
other Class, the Facility Limit for such Class shall not at any time exceed the
aggregate Commitments for the Bank Investors in such Class."
(i) The definition of "Loss and Dilution Reserve" is hereby
deleted and replaced with the following (solely for convenience added or changed
language is italicized):
""LOSS AND DILUTION RESERVE" means, with respect to each Class, at any
time, an amount equal to the product of (i) the Loss and Dilution Reserve
Percentage and (ii) the Net Investment for such Class at such time.
Notwithstanding the foregoing, (i) with respect to the Class of which RCC is a
member, the portion of the Loss and Dilution Reserve attributable to losses
shall at all times be at least equal to $16,000,000, (ii) with respect to the
Class of which Atlantic is a member, the portion of the Loss and Dilution
Reserve attributable to losses shall at all times be at least equal to
$10,000,000, (iii) with respect to the Class of which Liberty is a member, the
portion of the Loss and Dilution Reserve attributable to losses shall at all
times be at least equal to $12,000,000, (iv) with respect to the Class of which
AFC is a member, the portion of the Loss and Dilution Reserve attributable to
losses shall at all times be at least equal to $10,000,000, (v) with respect to
the Class of which Falcon is a member, the portion of the Loss and Dilution
Reserve attributable to losses shall at all times be AT LEAST equal to
$10,000,000, (vi) WITH RESPECT TO THE
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CLASS OF WHICH BLACK FOREST IS A MEMBER, THE PORTION OF THE LOSS AND DILUTION
RESERVE ATTRIBUTABLE TO LOSSES SHALL AT ALL TIMES BE AT LEAST EQUAL TO
$6,000,000, and (vii) with respect to any other Class, the portion of the Loss
and Dilution Reserve shall at all times be at least equal to an amount agreed
upon by the Transferor, the Administrative Agent and the Class Agent for such
additional class at the time it becomes a party hereto."
(j) The definition of "Maximum Net Investment" is hereby
deleted and replaced with the following (solely for convenience added or changed
language is italicized):
""MAXIMUM NET INVESTMENT" means (i) with respect to the Class of which
RCC is a member, $200,000,000, (ii) with respect to the Class of which Atlantic
is a member, $125,000,000, (iii) with respect to the Class of which Liberty is a
member, $150,000,000, (iv) with respect to the Class of which AFC is a member,
$125,000,000, (v) with respect to the Class of which Falcon is a member,
$125,000,000, (vi) WITH RESPECT TO THE CLASS OF WHICH BLACK FOREST IS A MEMBER,
$75,000,000 and (vii) with respect to any other Class, the amount set forth
pursuant to Section 11.2(b)."
(k) The definition of "Pro Rata Share" is hereby deleted and
replaced with the following (solely for convenience added or changed language is
italicized):
""PRO RATA SHARE" means, (A) for an RCC Bank Investor, the Commitment
of such RCC Bank Investor divided by the sum of the Commitments of all the RCC
Bank Investors, (B) for an Atlantic Bank Investor, the Commitment of such
Atlantic Bank Investor divided by the sum of the Commitments of all Atlantic
Bank Investors, (C) for a Liberty Bank Investor, the Commitment of such Liberty
Bank Investor divided by the sum of the Commitments of all Liberty Bank
Investors, (D) for an AFC Bank Investor, the Commitment of such AFC Bank
Investor divided by the sum of the Commitments of all AFC Bank Investors, (E)
for a Falcon Bank Investor, the Commitment of such Falcon Bank Investor divided
by the sum of the Commitments of all Falcon Bank Investors, (F) FOR A BLACK
FOREST BANK INVESTOR, THE COMMITMENT OF SUCH BLACK FOREST BANK INVESTOR DIVIDED
BY THE SUM OF THE COMMITMENTS OF ALL BLACK FOREST BANK INVESTORS, and (G) with
respect to any other Class, for each Bank Investor of such Class, the Commitment
of such Bank Investor divided by the sum of the Commitments of all Bank
Investors of such Class."
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(l) The following definitions shall be added to Section 1.1 in
the appropriate alphabetical order:
(i) "BLACK FOREST" means Black Forest Funding
Corporation, and its successors and assigns.
(ii) "BLACK FOREST AGENT" means HypoVereinsbank, in
its capacity as agent for Black Forest and the Black Forest Bank
Investors, and any successor thereto appointed pursuant to Article IX.
(iii) "BLACK FOREST BANK INVESTORS" shall mean
HypoVereinsbank and its successors and assigns who are or become
parties to this Agreement as such pursuant to an Assignment and
Assumption Agreement.
(iv) "HYPOVEREINSBANK" means Bayerische Hypo- und
Vereinsbank AG, New York Branch, a branch duly licensed under the laws
of New York of a banking corporation organized and existing under the
laws of the Federal Republic of Germany, and its successors and
assigns.
SECTION 2. AMENDMENT TO SECTION 11.3. Section 11.3 of the
Original Agreement is hereby amended by (a) adding the following language after
the address that references Bank One, NA and before the phrase "If to the
Transferor:" in reference to Tech Data Finance SPV, Inc., with the following:
"If to Black Forest:
Black Forest Funding Corporation
c/o HypoVereinsbank AG
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Asset-Backed Finance Dept.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇"; and
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(b) replacing the address referencing RCC with the following:
"Receivables Capital Corporation
c/o Amacar Group, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇"
SECTION 3. AMENDMENT TO SECTIONS 5.1, 5.2, 5.3 AND 5.4. The
following language shall be added to the preamble of each of the aforementioned
Sections between "Administrative Agent" and "shall otherwise":
", with the consent of the Majority Investors,"
SECTION 4. AMENDMENTS. The following passage shall be added to
the Original Agreement as Annex 6:
"CP Rate Definition for Black Forest
"CP Rate" shall mean for any CP Tranche Period, the per annum
rate equivalent to the "weighted average cost" (as defined below)
related to the issuance of Commercial Paper that is allocated, in whole
or in part, to fund Black Forest Funding Corporation's Net Investment
(and which may also be allocated in part to the funding of other assets
of Black Forest Funding Corporation); provided, however, that if any
component of such rate described above is a discount rate in
calculating the CP Rate for Black Forest Funding Corporation's Net
Investment for such CP Tranche Period, the rate used to calculate such
component of such rate shall be a rate resulting from converting such
discount rate to an interest bearing equivalent rate per annum. As used
in this definition, the "weighted average cost" shall consist of (A)
the actual interest rate (or discount) paid to purchasers of Commercial
Paper issued by Black Forest Funding Corporation (other than the
commissions of placement agents and dealers), (B) certain documentation
and transaction costs associated with the issuance of such Commercial
Paper, (C) any incremental carrying costs incurred with respect to
Commercial Paper maturing on dates other than those on which
corresponding funds are received by the related Class Agent on behalf
of Black Forest Funding Corporation, and (D) other borrowing by Black
Forest Funding Corporation (other than under any program support
8
agreement), including to fund small or odd dollar amounts that are not
easily accommodated in the commercial paper market."
SECTION 5. REFERENCES TO DCR. The Agreement is hereby amended
by replacing all references to "DCR", "▇-▇", "▇-▇" and "D-3" with "Fitch",
"F-1", "F-2" and "F-3", respectively.
SECTION 6. AFFIRMATIONS. All parties hereto agree and
acknowledge that with respect to each Bank Investor party hereto, each Bank
Investor has a Commitment and such Commitment of such Bank Investor shall be the
dollar amount set forth opposite such Bank Investor's signature on the signature
page hereto, which may be different from the Original Agreement.
SECTION 7. CONDITIONS PRECEDENT. This Amendment shall not
become effective until the Administrative Agent shall have received the
following:
(a) A copy of the Resolutions of the Board of
Directors of the Transferor and Tech Data certified by its Secretary approving
this Amendment and the other documents to be delivered by the Transferor and
Tech Data hereunder;
(b) A Certificate of the Secretary of the Transferor
and Tech Data certifying (i) the names and signatures of the officers authorized
on its behalf to execute this Amendment and any other documents to be delivered
by it hereunder (on which Certificates the Company, the Administrative Agent and
the Bank Investors may conclusively rely until such time as the Administrative
Agent shall receive from the Transferor and Tech Data a revised Certificate
meeting the requirements of this clause (b)(i)) and (ii) a copy of the
Transferor's and Tech Data's By-Laws;
(c) A responsible officer's certificate of the
Transferor and Tech Data, substantially in the form of Exhibit L-1 and L-2,
respectively, of the Original Agreement, executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Secretary of the Transferor and Tech Data, respectively;
(d) An opinion of Holland & Knight, LLP, special
counsel to the Transferor and the Company, in the form previously discussed by
the Company and HypoVereinsbank;
(e) An opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, counsel to Tech Data,
with respect to certain corporate matters and enforceability of the Agreement as
amended hereby, in form and substance acceptable to the Agent.
9
SECTION 8. REPRESENTATIONS AND WARRANTIES. The Transferor
hereby makes to the Company, on and as of the date hereof, all of the
representations and warranties set forth in Section 3.1 of the Original
Agreement. In addition, the Collection Agent and the Guarantor hereby make to
the Company, on the date hereof, all the representations and warranties set
forth in Section 3.3 of the Original Agreement.
SECTION 9. SUCCESSORS AND ASSIGNS. This Amendment shall bind,
and the benefits hereof shall inure to the parties hereof and their respective
successors and permitted assigns;
SECTION 10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE
TRANSFEROR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE
COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
SECTION 11. SEVERABILITY; COUNTERPARTS. This Amendment 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 all of which when taken together shall constitute one and the same
instrument. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
SECTION 12. CAPTIONS. The captions in this Amendment are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.
SECTION 13. RATIFICATION. Except as expressly affected by the
provisions hereof, the Original Agreement as amended by this Amendment shall
remain in full force and effect in accordance with its terms and ratified and
confirmed by the parties hereto. On and after the date hereof, each reference in
the Original Agreement to "this Agreement", "hereunder", "herein" or words of
like import shall mean and be a reference to the Original Agreement as amended
by this Amendment.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written above.
TECH DATA FINANCE SPV, INC.,
as Transferor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
TECH DATA CORPORATION,
as Collection Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and Chief
Financial Officer
RECEIVABLES CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
ATLANTIC ASSET SECURITIZATION CORP.
By: CREDIT LYONNAIS NEW YORK BRANCH,
as attorney-in-fact
By: /s/ KOSTANTINA KOURMPETIS
------------------------------------------
Name: Kostantina Kourmpetis
Title: Director
LIBERTY STREET FUNDING CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
AMSTERDAM FUNDING CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
FALCON ASSET SECURITIZATION CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
BLACK FOREST FUNDING CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
COMMITMENT BANK OF AMERICA, NATIONAL ASSOCIATION,
---------- as Administrative Agent, RCC Agent
$141,500,000 and as an RCC Bank Investor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
COMMITMENT CREDIT LYONNAIS NEW YORK BRANCH,
---------- as Atlantic Agent and as an Atlantic
$77,500,000 Bank Investor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
COMMITMENT BNP PARIBAS,
---------- as an Atlantic Bank Investor
$15,000,000
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President Vice President
COMMITMENT THE BANK OF NOVA SCOTIA, as Liberty
---------- Agent and as a Liberty Bank Investor
$153,000,000
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
COMMITMENT ABN AMRO BANK N.V., as AFC Agent
---------- and as an AFC Bank Investor
$127,500,000
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ S. ▇▇▇▇ ▇▇▇▇
------------------------------------------
Name: S. ▇▇▇▇ ▇▇▇▇
Title: Senior Vice President
COMMITMENT BANK ONE, NA (having its main office
---------- in Chicago, Illinois), as Falcon Agent
$127,500,000 and as a Falcon Bank Investor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
COMMITMENT BAYERISCHE HYPO- UND VEREINSBANK AG,
---------- NEW YORK BRANCH,
$76,500,000 as Black Forest Agent and Black
Forest Bank Investor
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Associate Director
COMMITMENT LLOYDS TSB BANK PLC,
---------- as an Atlantic Bank Investor
$35,000,000
By: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Assistant Director
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Director
COMMITMENT LLOYDS TSB BANK PLC,
---------- as an RCC Bank Investor
$62,500,000
By: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Assistant Director
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Director
