Exhibit 10.41
[EXECUTION COPY]
AMENDMENT NO. 8 TO AMENDED AND RESTATED
REFINANCING CREDIT AGREEMENT
THIS AMENDMENT NO. 8 (this "Amendment") is dated as of July 17, 2003, and
amends the Amended and Restated Refinancing Credit Agreement, dated as of
November 19, 1999, by and among WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(formerly known as Westinghouse Air Brake Company) ("Borrower") and THE
GUARANTORS FROM TIME TO TIME PARTY THERETO ("Guarantors") and THE BANKS FROM
TIME TO TIME PARTY THERETO ("Banks") and LASALLE BANK NATIONAL ASSOCIATION, as
bookrunner and co-syndication agent ("Agent"), JPMORGAN CHASE BANK, as
administrative agent, and THE BANK OF NEW YORK, as co-syndication agent, MELLON
BANK, N.A., as documentation agent, LASALLE BANK, NATIONAL ASSOCIATION, as an
issuing bank, ABN AMRO BANK N.V., as an issuing bank, and CHASE MANHATTAN BANK
USA, N.A. (successor in interest to Chase Manhattan Bank Delaware), as an
issuing bank, as amended by Amendment No. 1 to Amended and Restated Refinancing
Credit Agreement, dated as of November 16, 2000, Amendment No. 2 to Amended and
Restated Refinancing Credit Agreement, dated as of March 30, 2001, Amendment No.
3 to Amended and Restated Refinancing Credit Agreement, dated as of July 18,
2001, Consent and Amendment No. 4 to Amended and Restated Refinancing Credit
Agreement, dated as of September 17, 2001, Amendment No. 5 to Amended and
Restated Refinancing Credit Agreement, dated as of November 14, 2001, Amendment
No. 6 to Amended and Restated Refinancing Credit Agreement, dated as of November
13, 2002, and Amendment No. 7 to Amended and Restated Refinancing Credit
Agreement, dated as of May 17, 2003 (as so amended, the "Credit Agreement").
BACKGROUND
Subject to the terms and conditions set forth below, the parties hereto
desire to amend the Credit Agreement to permit the Borrower to incur certain
indebtedness and permit certain of its Subsidiaries to guaranty the same.
OPERATIVE PROVISIONS
NOW THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements herein contained, incorporating the above-defined terms
herein, and intending to be legally bound hereby agree as follows:
Article I
Consent and Amendments
1.01 Defined Terms; References. Terms not otherwise defined in this
Amendment shall have the respective meanings ascribed to them in the Credit
Agreement. As used in this Amendment, "including" is not a term of limitation
and means "including without limitation." Each reference to "hereof,"
"hereunder," "herein," and "hereby" and similar references contained in the
Credit Agreement and each reference to "this Agreement" and similar references
contained in the Credit Agreement shall, on and after the date hereof, refer to
the Credit Agreement as amended hereby.
1.02 Amendment of Credit Agreement, Additional Provisions.
(a) Additional Definitions. The following definitions are hereby added to
Section 1.1 of the Credit Agreement in the appropriate alphabetical order:
"Permitted Indenture Notes shall mean the notes issued by Borrower
pursuant to the Permitted Note Indenture and which are not inconsistent
therewith.
Permitted Note Indenture shall mean the indenture, dated no later than
October 31, 2003, among Borrower and the Bank of New York, as Trustee, and
any amendment, restatement, modification, supplement, refinancing, or the
like thereto or thereof, provided that such indenture and any amendment,
restatement, modification, supplement, refinancing, or the like thereto or
thereof and the Indebtedness arising thereunder meets all of the following
requirements:
(i) the aggregate principal amount of such Indebtedness at any time
outstanding shall not exceed $175,000,000;
(ii) no portion of the principal amount of such Indebtedness shall be
due prior to ten (10) years after the date of issuance thereof, other
than any mandatory payments required solely in the event of a
Significant Disposition, provided that proceeds arising from a
Significant Disposition are first allowed by the Permitted Note
Indenture to be utilized by Borrower to prepay Obligations or to be
timely utilized by Borrower to acquire replacement or additional
assets;
(iii) the rate of interest applicable to such Indebtedness shall not
exceed 8.0%;
(iv) after giving effect to the issuance of such Indebtedness, the
Loan Parties shall be in compliance with the covenants and other
requirements of this Agreement (including those set forth at Sections
8.2.14 [Minimum Interest Coverage Ratio], 8.2.15 [Maximum Debt to Cash
Flow], and 8.2.16 [Minimum Tangible Net Worth] of this Agreement) and
no Event of Default or Potential Default shall exist or be continuing
and Borrower shall on a pro-forma basis demonstrate compliance with
Sections 8.2.14 [Minimum Interest Coverage Ratio], 8.2.15 [Maximum
Debt to Cash Flow], and 8.2.16 [Minimum Tangible Net Worth] by
providing to Agent the calculation relating to each such Section as if
such indenture, and any resulting paydown of the Obligations and other
obligations of Borrower had been incurred at the beginning of the
applicable period or at the date relevant to each such calculation;
(v) the events of default and covenants applicable to such
Indebtedness shall not be more restrictive, in any material respect,
than the Events of Default and covenants governing those or similar
matters which are set forth in this Agreement;
(vi) the payment of such Indebtedness shall not be secured (other than
to the extent of customary rights of set off) by any Lien on any
property or assets of any Loan Party;
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(vii) no Person other than a Loan Party shall provide any Guaranty of
any such Indebtedness;
(viii) such indenture and any amendment, restatement, modification,
supplement, refinancing, or the like thereto or thereof shall not
prohibit or restrict any Loan Party from providing any Lien, now or
hereafter, to the Agent or any Bank to secure the payment or
performance of any or all of the Obligations and, in the event any
such Lien is provided, such indenture and any amendment, restatement,
modification, supplement, refinancing, or the like thereto or thereof
shall not require Borrower or any of its Subsidiaries to provide any
Lien to secure payment or performance of any obligation arising under
such indenture or any amendment, restatement, modification,
supplement, refinancing, or the like thereto or thereof;
(ix) all Obligations of the Loan Parties under this Agreement and the
other Loan Documents shall not conflict with or violate the terms of
such indenture or any amendment, restatement, modification,
supplement, refinancing, or the like thereto or thereof, and any Loans
made or hereafter made to the Borrower and any Letters of Credit
issued or hereafter issued under the Agreement shall be permitted to
be incurred under such indenture and any amendment, restatement,
modification, supplement, refinancing, or the like thereto or thereof;
(x) such Indebtedness and such indenture and any amendment,
restatement, modification, supplement, refinancing, or the like
thereto or thereof will not conflict with or violate the terms of this
Agreement or any other Loan Document; and
(xi) prior to the issuance of such Indebtedness, the Agent shall have
received copies of drafts in final form or execution copies of such
indenture, the Permitted Indenture Notes, and all material documents
with respect to such Indebtedness and such documents shall be
reasonably acceptable to the Agent based upon the requirements of this
definition of Permitted Note Indenture.
The Loan Parties shall promptly after the issuance of such
Indebtedness deliver to the Agent and the Banks a copy of the material
documents with respect to the issuance of such Indebtedness.
Significant Disposition shall mean (i) any direct or indirect sale,
transfer, disposition, or lease of assets by any one or more Loan Parties
("Asset Disposition"), (ii) any sale, transfer, or other disposition (or
series of related sales, transfers, or other dispositions) by any Loan
Party of any shares, interests, rights to purchase, warrants, options,
participations, or other equivalents of or interests in (however
designated) equity of any Loan Party (other than directors' qualifying
shares or shares required by applicable Law to be held by a Person other
than a Loan Party and other than sales, transfers, or other dispositions of
capital stock by a Loan Party to another Loan Party) ("Equity
Disposition"), and (iii) any receipt of insurance proceeds arising from a
loss or casualty to property of any Loan Party ("Casualty Disposition").
Significant Disposition Amount shall mean an amount of principal
indebtedness payable or prepayable at any time pursuant to the Permitted
Note Indenture in connection
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with a Significant Disposition without giving effect to any payment or
prepayment made under the Credit Agreement and without giving effect, on
the one-hundred eightieth (180th) day after an Asset Disposition or Equity
Disposition or on the two hundred seventieth (270th) day after a Casualty
Disposition, to any unconsummated acquisition of additional or replacement
assets."
(b) Permitted Indebtedness. (i) Section 8.2.1(v) is hereby amended and
restated in its entirety as follows:
"(v) Unsecured Indebtedness of a domestic Loan Party to another
domestic Loan Party, provided that all such Indebtedness is at all
times subject to the Intercompany Subordination Agreement;"
(ii) The following text is added before the period at the end of Section
8.2.1 of the Credit Agreement:
"; and
(x) Indebtedness arising under the Permitted Note Indenture."
(c) Negative Pledges. The reference to Section 8.2.1(v)(B) in the first
sentence of Section 8.2.8 is hereby changed to be a reference to Section
8.2.1(x), and the Loan Parties acknowledge and agree the reference to
"Indentures or any permitted refinancings thereof" does not include the
Permitted Note Indenture.
(d) Contemporaneous Prepayment, Reduction of Commitments. Upon receipt of
proceeds arising from the Permitted Indenture Notes (or any similar notes which
would be Permitted Indenture Notes but for the failure to meet one or more of
the criteria set forth in the definition of "Permitted Note Indenture"): (i) the
Revolving Credit Commitments shall permanently and irrevocably be reduced to an
amount equal to $167,229,729.73 and the Convertible Revolving Credit Commitments
shall permanently and irrevocably be reduced to an amount equal to
$57,770,270.27; (ii) Borrower shall make a prepayment of the Loans in an
aggregate principal amount no less than that required by Section 5.4.4(b),
together with the payment of such other amounts as required by Section 5.4.4(a);
and (iii) notwithstanding any provision of the Credit Agreement to the contrary,
the respective Commitments of each of the Banks shall be as is set forth on
Schedule 1.1(B) hereto, and Schedule 1.1(B) to the Credit Agreement is hereby
deleted and replaced in its entirety with Schedule 1.1(B) hereto.
(e) Prepayments. The following Section 5.5 is hereby added to the Credit
Agreement:
5.5 Mandatory Prepayments.
5.5.1 Mandatory Prepayment Upon Significant Disposition.
Within one-hundred eighty (180) days of an Asset Disposition or
Equity Disposition and within two hundred seventy (270) days of a
Casualty Disposition, Borrower shall prepay the principal amount of
the Committed Loans and Bid Loans outstanding and cash collateralize
the Letters of Credit Outstanding (in the order and manner set forth
below in Section 5.5.2) in an aggregate amount equal to the
Significant Disposition Amount; provided, however, that in the event
that there are no outstanding Committed Loans or Bid Loans and there
are no Letters of Credit Outstanding or in the event that the sum of
the
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outstanding Committed Loans, Bid Loans, and Letters of Credit
Outstanding is less than the Significant Disposition Amount, Borrower
shall prepay all Committed Loans and Bid Loans outstanding and cash
collateralize all Letters of Credit Outstanding (in the manner set
forth below) within one-hundred eighty (180) days of an Asset
Disposition or Equity Disposition and within two hundred seventy (270)
days of a Casualty Disposition, as the case may be. Any prepayment
hereunder shall be subject to the Borrower's obligation to indemnify
the Lenders under Section 5.6.2 [Indemnity].
5.5.2 Application Among Loans and Interest Rate Options; Cash
Collateral Under Certain Circumstances.
All prepayments and cash collateral required pursuant to this
Section 5.5 shall: (a) first be applied to prepay Committed Loans and,
as among the Interest Rate Options applicable to Committed Loans,
first to the principal amount of the Committed Loans subject to the
Base Rate Option, then to Committed Loans subject to a Committed Loan
Euro-Rate Option then to Committed Loans subject to an interest rate
based upon a Cost of Funds Rate; (b) second be deposited by Borrower
in a non-interest bearing account with the Agent, as cash collateral
for the Obligations, in an amount equal to the lesser of the amount of
the Letters of Credit Outstanding or the balance of the amount
remaining for prepayment or cash collateral pursuant to this Section
5.5 after application of the prepayment amount pursuant to Clause (a)
directly above, and the Borrower hereby pledges to the Agent and the
Banks, and grants to the Agent and the Banks a security interest in,
all such cash and deposits as security for such Obligations; and (c)
third be applied to Bid Loans and, if more than one, pro ratably as
among all Bid Loans (subject to any Bid Loan lender having the option
to elect not to receive prepayment of its Bid Loan). Upon and to the
extent of the expiration of, or the payment by Borrower (by way of
Revolving Credit Loans or otherwise) of the Reimbursement Obligations
relating to, Letters of Credit Outstanding that are cash
collateralized pursuant to this Section 5.5, such cash collateral
shall to such extent be released and returned to the Borrower upon its
request except to the extent any such cash collateral is utilized to
pay any such Reimbursement Obligations.
(f) Release of Canadian Subsidiary from Guaranty. At the request of
Borrower in connection with the Permitted Note Indenture and in light of the
representation and warranty of Borrower set forth at Section 2.05 below, the
Agent on behalf of the Banks and itself hereby releases Wabtec Railway
Electronics Corporation (formerly known as MotivePower Canada Corporation) from
any and all obligations applicable to Wabtec Railway Electronics Corporation
under the Guaranty or any other Loan Document; and each of the Banks, Borrower,
and each of the remaining Guarantors hereby consent to such release.
Article II
Representations and Warranties
As of the date hereof, the Loan Parties, jointly and severally, represent
and warrant to the Agent and each of the Banks as follows:
2.01 Authorization. The execution and delivery by the Loan Parties of this
Amendment, the consummation by the Loan Parties of the transactions contemplated
by the Credit Agreement as amended hereby, and the performance by each Loan
Party of its respective obligations hereunder and thereunder have been duly
authorized by all necessary corporate proceedings, if any, on the part of each
Loan Party.
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On the date of Borrower's execution hereof, there are no set-offs, claims,
defenses, counterclaims, causes of action, or deductions of any nature against
any of the Obligations.
2.02 Valid and Binding. This Amendment has been duly and validly executed
and delivered by each Loan Party and constitutes, and the Credit Agreement as
amended hereby constitutes, the legal, valid and binding obligations of each
Loan Party enforceable in accordance with the terms hereof and thereof, except
as the enforceability of this Amendment or the Credit Agreement as amended
hereby may be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors' rights or by general
principles of equity limiting the availability of equitable remedies.
2.03 No Conflicts. Neither the execution and delivery of this Amendment nor
the consummation and performance of the transactions contemplated hereby or by
the Credit Agreement as amended hereby nor compliance with the terms and
provisions hereof or of the Credit Agreement as amended hereby nor the
consummation and performance of the transactions relating to the Permitted Note
Indenture, by any of the Loan Parties, will (a) violate any Law, (b) conflict
with or result in a breach of or a default under the articles or certificate of
incorporation or bylaws or similar organizational documents of any Loan Party or
any material agreement or instrument to which any Loan Party is a party or by
which any Loan Party or any of their respective properties (now owned or
hereafter acquired) may be subject or bound, (c) require any consent or approval
of any Person or require a mandatory prepayment or any other payment under the
terms of any material agreement or instrument to which any Loan Party is a party
or by which any Loan Party or any of their respective properties (now owned or
hereafter acquired) may be subject or bound, (d) result in the creation or
imposition of any Lien upon any property (now owned or hereafter acquired) of
any Loan Party, or (e) require any authorization, consent, approval, license,
permit, exemption or other action by, or any registration, qualification,
designation, declaration or filing with, any Official Body.
2.04 No Defaults. After giving effect to the amendments and consents made
herein and after giving effect to the Permitted Note Indenture: (i) no Event of
Default under and as defined in the Credit Agreement has occurred and is
continuing, and (ii) the representations and warranties of each of Borrower and
the other Loan Parties contained in the Credit Agreement and the other Loan
Documents are true and correct on and as of the date hereof with the same force
and effect as though made on such date, except to the extent that any such
representation or warranty expressly relates solely to a previous date.
2.05 Wabtec Railway Electronics Corporation (formerly known as MotivePower
Canada Corporation). To induce the Agent on behalf of the Banks and itself to
release Wabtec Railway Electronics Corporation (formerly known as MotivePower
Canada Corporation) from its obligations under the Guaranty and the other Loan
Documents, Borrower hereby represents that Wabtec Railway Electronics
Corporation (formerly known as MotivePower Canada Corporation) is an unlimited
company incorporated under the Companies Act of Nova Scotia and, as such,
retains no significant earnings and is a mere pass-through entity with no
material net worth.
Article III
Effect, Effectiveness, Consent of Guarantors
3.01 Effectiveness. This Amendment shall become effective as of the date on
which Agent shall have received from each of the Borrower, the other Loan
Parties, and the Required Banks a counterpart hereof signed by such party or
facsimile or other written confirmation (in form satisfactory to
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Agent) that such party has signed a counterpart hereof. Within forty-five (45)
days of the date hereof, each of the Loan Parties shall have delivered to the
Agent a certificate signed by the Secretary or Assistant Secretary of such Loan
Party certifying as to (i) the articles, bylaws, and relevant resolutions, and
due authorization to enter into this Amendment, of such Loan Party, and (ii) the
officer of such Loan Party, and her or his specimen signature, executing this
Amendment on its behalf.
3.02 Amendment. The Credit Agreement is hereby amended in accordance with
the terms hereof, and this Amendment and the Credit Agreement shall hereafter be
one agreement and any reference to the Credit Agreement in any document,
instrument, or agreement shall hereafter mean and include the Credit Agreement
as amended hereby. In the event of irreconcilable inconsistency between the
terms or provisions hereof and the terms or provisions of the Credit Agreement,
the terms and provisions hereof shall control and amend any such irrevocably
inconsistent provisions of the Credit Agreement.
3.03 Joinder of Guarantors. Each of the Guarantors hereby joins in this
Amendment to evidence its consent hereto, and each Guarantor hereby reaffirms
its obligations set forth in the Credit Agreement, as hereby amended, and in
each Guaranty Agreement and each other Loan Document given by it in connection
therewith.
Article IV
Miscellaneous
4.01 Credit Agreement. Except as amended by the provisions hereof, the
Credit Agreement and all other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed by the parties hereto.
4.02 Counterparts, Telecopy Signatures. This Amendment may be signed in any
number of counterparts each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument; and, delivery of
executed signature pages hereof by telecopy transmission from one party to
another shall constitute effective and binding execution and delivery of this
Amendment by such party.
4.03 Governing Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania without
regard to its conflict of laws principles.
4.04 Severability. If any provision of this Amendment, or the application
thereof to any party hereto, shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions or
applications of this Amendment which can be given effect without the invalid and
unenforceable provision or application, and to this end the parties hereto agree
that the provisions of this Amendment are and shall be severable.
4.05 Banks' Consent. Each Bank, by its execution hereof, hereby consents to
this Amendment pursuant Section 11.1 of the Credit Agreement.
[SIGNATURE PAGES FOLLOW]
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[SIGNATURE PAGE 1 OF 23 TO AMENDMENT NO. 8]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above
written.
[BORROWER]
WESTINGHOUSE AIR BRAKE TECHNOLOGIES
CORPORATION (f/k/a Westinghouse Air Brake
Company)
By: (SEAL)
-------------------------------------
Name:
Title:
[GUARANTORS]
RAILROAD FRICTION PRODUCTS CORPORATION;
RFPC HOLDING CORP.; WABTEC RAILWAY
ELECTRONICS CORPORATION (formerly known
as MotivePower Canada Corporation);
WABTEC DISTRIBUTION COMPANY; MOTIVEPOWER,
INC.; YOUNG TOUCHSTONE COMPANY (successor
by merger to Wabtec Engine Systems
Company); WABTEC HOLDING CORP.; WABTEC
CORPORATION; WABTEC TRANSPORTATION
TECHNOLOGIES, INC.
By: (SEAL)
-------------------------------------
Name:
Title: Vice President or Treasurer of
each of the above listed companies
[SIGNATURE PAGE 2 OF 23 TO AMENDMENT NO. 8]
[BANKS AND AGENTS]
LASALLE BANK NATIONAL ASSOCIATION,
individually and as Agent, Bookrunner,
Co-Syndication Agent, and an Issuing Bank
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 3 OF 23 TO AMENDMENT NO. 8]
ABN AMRO BANK N.V., as an Issuing Bank
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 4 OF 23 TO AMENDMENT NO. 8]
MELLON BANK, N.A., individually and as
Documentation Agent
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 5 OF 23 TO AMENDMENT NO. 8]
JPMORGAN CHASE BANK, individually and as
Administrative Agent
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 6 OF 23 TO AMENDMENT NO. 8]
NATIONAL CITY BANK OF PENNSYLVANIA
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 7 OF 23 TO AMENDMENT NO. 8]
PNC BANK, NATIONAL ASSOCIATION
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 8 OF 23 TO AMENDMENT NO. 8]
FLEET NATIONAL BANK (formerly BankBoston,
N.A.)
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 9 OF 23 TO AMENDMENT NO. 8]
AGREED AS TO SOLELY SECTION 1.02(f) OF
THE FOREGOING AMENDMENT NO. 8:
U.S. BANK NATIONAL ASSOCIATION
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 10 OF 23 TO AMENDMENT NO. 8]
THE BANK OF NEW YORK, individually and as
Co-Syndication Agent
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 11 OF 23 TO AMENDMENT NO. 8]
BANK ONE, N.A.
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 12 OF 23 TO AMENDMENT NO. 8]
AGREED AS TO SOLELY SECTION 1.02(f) OF
THE FOREGOING AMENDMENT NO. 8:
WACHOVIA BANK, NATIONAL ASSOCIATION
(formerly, First Union National Bank)
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 13 OF 23 TO AMENDMENT NO. 8]
AGREED AS TO SOLELY SECTION 1.02(f) OF
THE FOREGOING AMENDMENT NO. 8:
DZ BANK AG DEUTSCHE
ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM
MAIN (successor by merger to DG BANK
DEUTSCHE GENOSSENSCHAFTSBANK AG)
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 14 OF 23 TO AMENDMENT NO. 8]
THE BANK OF NOVA SCOTIA
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 15 OF 23 TO AMENDMENT NO. 8]
BANK OF TOKYO-MITSUBISHI TRUST CO.
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 16 OF 23 TO AMENDMENT NO. 8]
AGREED AS TO SOLELY SECTION 1.02(f) OF
THE FOREGOING AMENDMENT NO. 8:
CREDIT AGRICOLE INDOSUEZ
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 17 OF 23 TO AMENDMENT NO. 8]
AGREED AS TO SOLELY SECTION 1.02(f) OF
THE FOREGOING AMENDMENT NO. 8:
CREDIT SUISSE FIRST BOSTON
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 18 OF 23 TO AMENDMENT NO. 8]
MIZUHO CORPORATE BANK, LIMITED (formerly
The Dai-Ichi Kangyo Bank, Ltd.)
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 19 OF 23 TO AMENDMENT NO. 8]
MANUFACTURERS AND TRADERS TRUST COMPANY
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 20 OF 23 TO AMENDMENT NO. 8]
AGREED AS TO SOLELY SECTION 1.02(f) OF
THE FOREGOING AMENDMENT NO. 8:
SUNTRUST BANK
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 21 OF 23 TO AMENDMENT NO. 8]
FIFTH THIRD BANK
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 22 OF 23 TO AMENDMENT NO. 8]
CITIZENS BANK OF PENNSYLVANIA
By:
-------------------------------------
Name:
Title:
[SIGNATURE PAGE 23 OF 23 TO AMENDMENT NO. 8]
JPMORGAN CHASE BANK, successor by
assignment from CHASE MANHATTAN BANK USA,
N.A., as an Issuing Bank
By:
-------------------------------------
Name:
Title:
