EXHIBIT 10(b)
THE XXXXXX & SESSIONS CO.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amendment to the Amended and Restated Credit Agreement
(herein, the "Amendment") is entered into as of October 31, 2001, to be
effective as of September 30, 2001, among The Xxxxxx & Sessions Co., an Ohio
corporation (the "Borrower"), the Guarantors party hereto, the Lenders party
hereto, and Xxxxxx Trust and Savings Bank, as Administrative Agent for the
Lenders.
PRELIMINARY STATEMENTS
A. The Borrower, the Guarantors, the Lenders and the Administrative
Agent are parties to an Amended and Restated Credit Agreement dated as of
December 15, 2000 (the Amended and Restated Credit Agreement, as the same has
been amended prior to the date hereof, being referred to herein as the "Credit
Agreement"). All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit Agreement.
B. The Borrower has requested that the Lenders reduce the commitments,
amend certain financial covenants and make certain other amendments to the
Credit Agreement, and the Lenders are willing to do so under the terms and
conditions set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as follows:
1.1. The following definition shall be added to Section 5.1 of the
Credit Agreement in proper alphabetical sequence:
"Seasonal Period" means the period from and including April
1st of each year through and including October 31st of such year.
1.2. The definition of "Applicable Margin" appearing in Section 5.1 of
the Credit Agreement shall be amended and restated in its entirety effective as
of September 30, 2001 to read as follows:
"Applicable Margin" means the following with respect to Loans,
Reimbursement Obligations, and Revolving Credit Commitment and Letter
of Credit fees payable under Section 2.1 hereof, the rate per annum
specified below:
Applicable Margin for Base Rate Loans and Reimbursement Obligations: 1.75%
Applicable Margin for Eurodollar Loans and Letter of Credit fee: 3.50%
Applicable Margin for Revolving Credit Commitment fee: .50%
provided, however, that the Applicable Margin shall be subject to
quarterly adjustments on each Pricing Date, and from one Pricing Date
to the next the Applicable Margin shall mean a rate per annum
determined in accordance with the following schedule:
APPLICABLE MARGIN APPLICABLE MARGIN APPLICABLE
FOR BASE RATE LOANS FOR EURODOLLAR LOANS MARGIN FOR REVOLVING
TOTAL FUNDED DEBT/ EBITDA AND REIMBURSEMENT AND LETTER OF CREDIT CREDIT COMMITMENT FEE
RATIO FOR SUCH PRICING DATE OBLIGATIONS SHALL BE FEE SHALL BE: SHALL BE:
Greater than or equal to 4.5
to 1.0 1.75% 3.50% .50%
Greater than or equal to
3.75 to 1.0, but less than
4.5 to 1.0 1.25% 3.00% .50%
Greater than or equal to 3.0
to 1.0, but less than 3.75
to 1.0 .75% 2.50% .50%
Greater than or equal to 2.5
to 1.0, but less than 3.0 to
1.0 .50% 2.25% .40%
Greater than or equal to 2.0
to 1.0, but less than 2.5 to
1.0 .25% 2.00% .35%
Greater than or equal to 1.5
to 1.0, but less than 2.0 to
1.0. 0% 1.75% .30%
Less than 1.5 to 1.0 0% 1.50% .25%
For purposes hereof, the term "Pricing Date" means, for any fiscal
quarter of the Borrower ending on or about March 31, 2002, the date on
which the Administrative Agent is in receipt of the Borrower's most
recent financial statements for the fiscal quarter then ended (and in
the case of the year-end financial statements, audit report),
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pursuant to Section 8.5 hereof. The Applicable Margin shall be
established based on the Total Funded Debt/EBITDA Ratio for the most
recently completed fiscal quarter and the Applicable Margin established
on a Pricing Date shall remain in effect until the next Pricing Date.
If the Borrower has not delivered its financial statements (and, in the
case of the year-end financial statements, audit report) by the date
such financial statements are required to be delivered under Section
8.5 hereof, until such financial statements are delivered, the
Applicable Margin shall be the highest Applicable Margin (i.e., the
Total Funded Debt/EBITDA Ratio shall be deemed to be greater than 4.5
to 1.0). If the Borrower subsequently delivers such financial
statements before the next Pricing Date, the Applicable Margin
established by such late delivered financial statements shall take
effect from the date of delivery until the next Pricing Date. In all
other circumstances, the Applicable Margin established by such
financial statements shall be in effect from the Pricing Date that
occurs immediately after the end of the fiscal quarter covered by such
financial statements until the next Pricing Date. Each determination of
the Applicable Margin made by the Administrative Agent in accordance
with the foregoing shall be conclusive and binding on the Borrower and
the Lenders if reasonably determined.
1.3. The definitions of "EBITDA", "L/C Commitment" and "Revolving
Credit Commitment" appearing in Section 5.1 of the Credit Agreement shall each
be amended and restated in its entirety to read as follows:
"EBITDA" means, with respect to any period, Net Income for
such period plus (A) all amounts deducted in arriving at such Net
Income in respect of (a) Interest Expense, plus (b) federal, state,
local, and foreign income taxes for such period, plus (c) amounts
properly charged for depreciation of fixed assets and amortization of
intangible assets during such period, plus (d) any charges to Net
Income during such period which are non-cash, non-recurring expenses
arising from the rationalization of the Borrower's facilities, product
lines or personnel, up to a maximum amount equal to 10% of Net Worth at
the end of such period, plus (e) any charges to Net Income during such
period (up to $15,000,000 in the aggregate during the term of this
Agreement, including any such charges accrued prior to the Effective
Date) associated with the Intermatic Litigation, plus (f) for any
fiscal quarter ending after January 1, 2002, any non-cash expenses
incurred with respect to its Plans during such period, plus (g) for any
fiscal quarter ending after January 1, 2002, any cash expenses incurred
with respect to its Plans during such period up to a maximum amount of
$500,000 minus (B) the sum of (a) any recapture, recoveries, or other
credits to Net Income during such period associated with the Intermatic
Litigation and (b) any recapture, recoveries or other credits to Net
Income during such period incurred with respect to its Plans; provided,
however, that EBITDA for the relevant period shall be calculated on a
pro forma basis in good faith by the Borrower and established to the
reasonable satisfaction of the Administrative Agent as if each
Permitted Acquisition which occurred during such period had taken place
on the first day of such period (including adjustments for
non-recurring expenses and income reasonably determined by the Borrower
in good faith and established to the reasonable satisfaction of the
Administrative Agent). In the event that any such non-cash charge is
excluded from the computation of EBITDA for a given period pursuant to
clause (d) above but the circumstances giving rise to such charge have
a cash impact in a
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subsequent period which would have reduced EBITDA but for the charge in
the prior period, such impact shall be taken into account in computing
EBITDA in the period when such impact occurs.
"L/C Commitment" means $31,000,000, as reduced pursuant to the
terms hereof; provided, however, that the L/C Commitment shall be
increased to $38,500,000 so long as (i) the Letters of Credit issued to
the entity providing the supersedeas bond in connection with the
Intermatic Litigation remain outstanding, and (ii) the Letter of Credit
to be issued to Intermatic, Inc. has been issued and remains
outstanding.
"Revolving Credit Commitment" means, as to any Lender, the
obligation of such Lender to make Revolving Loans and to participate in
Letters of Credit issued for the account of the Borrower hereunder in
an aggregate principal or face amount at any one time outstanding not
to exceed the amount set forth opposite such Lender's name on Schedule
1 attached hereto and made a part hereof, as the same may be reduced or
modified at any time or from time to time pursuant to the terms hereof.
The Borrower and the Lenders acknowledge and agree that the Revolving
Credit Commitments of the Lenders aggregate $125,000,000 upon the
effectiveness of the Second Amendment hereto.
1.4. Subsection (a) of Section 8.5 shall be amended and restated in its
entirety to read as follows:
(a) (i) for each monthly accounting period ending on or
before December 31, 2003, as soon as available, and in any event within
30 days after the close of each fiscal month, a copy of the
consolidated balance sheet of the Borrower and its Subsidiaries as of
the last day of such period and the consolidated statements of income,
retained earnings, and cash flows of the Borrower and its Subsidiaries
for the fiscal month and for the fiscal year-to-date period then ended,
each in reasonable detail and showing in comparative form the figures
for the corresponding date and period in the previous fiscal year,
prepared by the Borrower in accordance with GAAP (subject to the
absence of footnote disclosures and year-end audit adjustments) and
certified to by its chief financial officer or another officer of the
Borrower acceptable to the Administrative Agent and (ii) from and after
January 1, 2004, as soon as available, and in any event within 45 days
after the close of each of the first three fiscal quarters of each
fiscal year, a copy of the consolidated balance sheet of the Borrower
and its Subsidiaries as of the last day of such period and the
consolidated statements of income, retained earnings, and cash flows of
the Borrower and its Subsidiaries for the fiscal quarter and for the
fiscal year-to-date period then ended, each in reasonable detail and
showing in comparative form the figures for the corresponding date and
period in the previous fiscal year, prepared by the Borrower in
accordance with GAAP (subject to the absence of footnote disclosures
and year-end audit adjustments) and certified to by its chief financial
officer or another officer of the Borrower acceptable to the
Administrative Agent;
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1.5. Subsection (h) of Section 8.5 shall be amended and restated in its
entirety to read as follows:
(h) (i) for each monthly accounting period ending on or
before December 31, 2003, as soon as available, and in any event within
30 days after the last day of each fiscal month of the Borrower, a
written certificate in the form attached hereto as Exhibit E signed by
the chief financial officer of the Borrower, or such other officer of
the Borrower acceptable to the Administrative Agent, to the effect that
to the best of such officer's knowledge and belief no Default or Event
of Default has occurred during the period covered by the most recent
financial statements furnished pursuant to Section 8.5(a) or Section
8.5(b) above or, if any such Default or Event of Default has occurred
during such period, setting forth a description of such Default or
Event of Default and specifying the action, if any, taken by the
Borrower to remedy the same together with calculations supporting such
statements in respect of (x) for each fiscal month end which is also a
fiscal quarter end, Sections 8.21, 8.22, 8.23, 8.24, 8.25 and 8.27 of
this Agreement and (y) for each fiscal month end which is not a fiscal
quarter end, Sections 8.21, 8.24 and 8.25 of this Agreement; and (ii)
from and after January 1, 2004, as soon as available, and in any event
within 45 days after the last day of each fiscal quarter of the
Borrower, a written certificate in the form attached hereto as Exhibit
E signed by the chief financial officer of the Borrower, or such other
officer of the Borrower acceptable to the Administrative Agent, to the
effect that to the best of such officer's knowledge and belief no
Default or Event of Default has occurred during the period covered by
the most recent financial statements furnished pursuant to Section
8.5(a) or Section 8.5(b) above or, if any such Default or Event of
Default has occurred during such period, setting forth a description of
such Default or Event of Default and specifying the action, if any,
taken by the Borrower to remedy the same together with calculations
supporting such statements in respect of Sections 8.21, 8.22, 8.23,
8.24, 8.25 and 8.27 of this Agreement.
1.6. Subsections (j) and (k) Section 8.9 of the Credit Agreement shall
be amended and restated in their entirety to read as follows:
(j) Permitted Acquisitions occurring after receipt of the
compliance certificate delivered by the Borrower pursuant to Section
8.5(h) hereof for the fiscal quarter ending on or about December 31,
2003; and
(k) other investments, loans, and advances in addition to
those otherwise permitted by this Section, including investments in
joint ventures entered into in the ordinary course of business, in an
aggregate amount not to exceed $2,500,000 at any one time outstanding,
made after receipt of the compliance certificate delivered by the
Borrower pursuant to Section 8.5(h) hereof for the fiscal quarter
ending on or about December 31, 2003.
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1.7. Section 8.12 of the Credit Agreement shall be amended and restated
in its entirety to read as follows:
Section 8.12. Dividends and Certain Other Restricted Payments.
The Borrower shall not, nor shall it permit any of its Subsidiaries to,
declare or pay any dividends on or make any other distributions in
respect of any class or series of its capital stock, or directly or
indirectly purchase, redeem or otherwise acquire or retire any of its
capital stock (collectively, "Restricted Payments"); provided, however,
that the foregoing shall not operate to prevent: (a) the making of
dividends or distributions to the Borrower by any of its Subsidiaries
and (b) at any time after December 31, 2003, the making of Restricted
Payments by the Borrower so long as (i) no Default or Event of Default
then exists or would arise after giving effect thereto and (ii) the
aggregate amount of such Restricted Payments made by the Borrower
during any fiscal year of the Borrower shall not exceed $5,000,000.
1.8. Section 8.22 of the Credit Agreement shall be amended and restated
in its entirety to read as follows:
Section 8.22. Total Funded Debt/EBITDA Ratio. The Borrower
shall not, as of the last day of each fiscal quarter of the Borrower
specified below, permit the Total Funded Debt/EBITDA Ratio to be more
than:
TOTAL FUNDED DEBT/EBITDA RATIO SHALL
FISCAL QUARTER ENDING ON OR ABOUT: NOT BE MORE THAN:
September 30, 2001 4.75 to 1.0
December 31, 2001 5.40 to 1.0
March 31, 2002 5.55 to 1.0
June 30, 2002 5.35 to 1.0
September 30, 2002 4.40 to 1.0
December 31, 2002 4.00 to 1.0
March 31, 2003 3.95 to 1.0
June 30, 2003 3.95 to 1.0
September 30, 2003 3.65 to 1.0
December 31, 2003 3.25 to 1.0
March 31, 2004 3.00 to 1.0
June 30, 2004 3.00 to 1.0
September 30, 2004 and each fiscal 2.75 to 1.0
quarter ending thereafter
it being understood that Total Funded Debt shall not include $7,500,000 of
Letters of Credit issued to Amwest Insurance in connection with the Intermatic
Litigation during any period in which the L/C Commitment has been increased to
$38.5 million.
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1.9. Section 8.23 of the Credit Agreement shall be amended and restated
in its entirety to read as follows:
Section 8.23. Interest Coverage Ratio. The Borrower shall not,
as of the last day of each fiscal quarter of the Borrower specified
below, permit the ratio of (a) EBITDA for the four fiscal quarters of
the Borrower then ended to (b) Interest Expense for the same four
fiscal quarters then ended to be less than:
INTEREST COVERAGE RATIO SHALL NOT BE
FISCAL QUARTER ENDING ON OR ABOUT: LESS THAN:
September 30, 2001 3.05 to 1.0
December 31, 2001 2.45 to 1.0
March 31, 2002 2.35 to 1.0
June 30, 2002 2.45 to 1.0
September 30, 2002 2.80 to 1.0
December 31, 2002 2.85 to 1.0
March 31, 2003 3.05 to 1.0
June 30, 2003 3.15 to 1.0
September 30, 2003 3.30 to 1.0
December 31, 2003 3.50 to 1.0
March 31, 2004, and each fiscal quarter 4.00 to 1.0
ending thereafter
1.10. Section 8.24 of the Credit Agreement shall be amended and
restated in its entirety to read as follows:
Section 8.24. Capital Expenditures. The Borrower shall not,
nor shall it permit any Subsidiary to, incur Capital Expenditures in an
aggregate amount in excess of (a) $10,000,000 during the fiscal year
ending on or about December 31, 2001, (b) $12,500,000 during the fiscal
years ending on or about December 31, 2002 and December 31, 2003, and
(c) $15,000,000 during any fiscal year of the Borrower ending
thereafter.
1.11. Section 8.27 of the Credit Agreement shall be amended and
restated in its entirety to read as follows:
Section 8.27. Minimum EBITDA. As of the last day of each
fiscal quarter of the Borrower specified below, the Borrower shall not
permit EBITDA for the four fiscal quarters of the Borrower then ended
to be less than:
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EBITDA FOR FOUR FISCAL QUARTERS THEN
FISCAL QUARTER ENDING ON OR ABOUT: ENDED SHALL NOT BE LESS THAN
September 30, 2001 $31,300,000
December 31, 2001 $27,000,000
March 31, 2002 $26,700,000
June 30, 2002 $28,200,000
September 30, 2002 $32,400,000
December 31, 2002 $33,700,000
March 31, 2003 $35,000,000
June 30, 2003 $35,800,000
September 30, 2003 $36,500,000
December 31, 2003 $37,500,000
March 31, 2004 $38,200,000
June 30, 2004 $39,200,000
September 30, 2004 and each fiscal $40,000,000
quarter ending thereafter
1.12. Section 8 of the Credit Agreement shall be amended by adding a
new Section 8.28 at the end thereof to read as follows:
Section 8.28. Level of Borrowings. Notwithstanding
the Revolving Credit Commitments or anything contained herein
to the contrary, unless EBITDA has exceeded $40,000,000 for
the past two consecutive fiscal quarters (in which case the
following restrictions shall not apply), the Borrower agrees
that (a) during the Seasonal Period, the sum of the aggregate
principal amount of Revolving Credit Loans and Swing Loans
shall not exceed $94,000,000, plus the sum of (i) amounts paid
by the Borrower in settlement or satisfaction of claims
relating to the Intermatic Litigation, (ii) amounts paid in
cash by the Borrower to fund its Plans up to a maximum of
$3,000,000 and (iii) the principal amount of any Reimbursement
Obligations reimbursed to the Administrative Agent with the
proceeds of one or more Revolving Credit Loans, and (b) at all
times other than the Seasonal Period, the sum of the aggregate
principal amount of Revolving Credit Loans and Swing Loans
shall not exceed $84,000,000, plus the sum of (i) amounts paid
by the Borrower in settlement or satisfaction of claims
relating to the Intermatic Litigation, (ii) amounts paid in
cash by the Borrower to fund its Plans up to a maximum of
$3,000,000 and (iii) the principal amount of any
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Reimbursement Obligations reimbursed to the Administrative
Agent with the proceeds of one or more Revolving Credit Loans.
1.13. Section 9(b) of the Credit Agreement shall be amended and
restated in its entirety to read as follows:
(b) default in the observance or performance of any
covenant set forth in Sections 8.1, 8.5(a), 8.5(b), 8.5(e),
8.5(f), 8.5(g), 8.5(h), 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.16,
8.18, 8.21, 8.22, 8.23, 8.24, 8.25, 8.27 or 8.28 hereof or of
any provision in any Loan Document dealing with the use,
disposition or remittance of the proceeds of Collateral or
requiring the maintenance of insurance thereon;
1.14. Schedule 1 to the Credit Agreement shall be amended and restated
in its entirety to read as set forth on Schedule 1 hereto.
SECTION 2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
2.1. The Borrower, the Administrative Agent, and the Required Lenders
shall have executed and delivered this Amendment.
2.2. The Administrative Agent shall have received an amendment fee in
the amount of $425,000 for the ratable account of the Lenders who consent to
this Amendment to the satisfaction of the Administration Agent on or before
12:00 noon Eastern time on November 1, 2001.
2.3. The Guarantors shall have executed and delivered to the
Administrative Agent their consent to this Amendment in the space provided
below.
2.4. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Administrative Agent and its counsel.
SECTION 3. REPRESENTATIONS.
In order to induce the Lenders to execute and deliver this Amendment,
the Borrower hereby represents to the Lenders that as of the date hereof, and
after giving effect to the waivers and amendments provided for in this
Amendment, (a) the representations and warranties set forth in Section 6 of the
Credit Agreement are and shall be and remain true and correct (except that the
representations contained in Section 6.5 shall be deemed to refer to the most
recent financial statements of the Borrower delivered to the Lenders) and (b)
the Borrower is in compliance with the terms and conditions of the Credit
Agreement and no Default or Event of Default has
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occurred and is continuing under the Credit Agreement or shall result after
giving effect to this Amendment.
SECTION 4. MISCELLANEOUS.
4.1. The Borrower and the Guarantors have heretofore or concurrently
herewith executed and delivered to the Lenders the Mortgages, the Security
Agreement, the Pledge Agreement, and certain other Collateral Documents. The
Borrower and, by signing below, the Guarantors, hereby acknowledge and agree
that the Liens created and provided for by the Collateral Documents continue to
secure, among other things, the Obligations arising under the Credit Agreement
as amended hereby; and the Collateral Documents and the rights and remedies of
the Lenders thereunder, the obligations of the Borrower and the Guarantors
thereunder, and the Liens created and provided for thereunder remain in full
force and effect and shall not be affected, impaired or discharged hereby.
Nothing herein contained shall in any manner affect or impair the priority of
the liens and security interests created and provided for by the Collateral
Documents as to the indebtedness which would be secured thereby prior to giving
effect to this Amendment.
4.2. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
4.3. The Borrower agrees to pay on demand all reasonable costs and
expenses incurred by the Administrative Agent in connection with the
negotiation, preparation, execution and delivery of this Amendment, including
the reasonable fees and expenses of counsel for the Administrative Agent.
4.4. This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
[SIGNATURE PAGE TO FOLLOW]
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This Second Amendment to Amended and Restated Credit Agreement is
entered into as of the date and year first above written.
"BORROWER"
THE XXXXXX & SESSIONS CO.
By /s/ Xxxxx X. Xxxx
-------------------------------------------------
Name Xxxxx X. Xxxx
---------------------------------------
Title Executive Vice President & CFO
---------------------------------------
"GUARANTORS"
XXXXXX CHIMES CO.
By /s/ Xxxxx X. Xxxx
-------------------------------------------------
Name Xxxxx X. Xxxx
---------------------------------------
Title Vice President, Secretary & Treasurer
---------------------------------------
DIMANGO PRODUCTS CORPORATION
By /s/ Xxxxx X. Xxxx
------------------------------------------------
Name Xxxxx X. Xxxx
---------------------------------------
Title Secretary
---------------------------------------
PYRAMID INDUSTRIES II, INC.
By /s/ Xxxxx X. Xxxx
-------------------------------------------------
Name Xxxxx X. Xxxx
---------------------------------------
Title Vice President & Treasurer
---------------------------------------
VISIONTEQ, INC.
By /s/ Xxxxx X. Xxxx
------------------------------------------------
Name Xxxxx X. Xxxx
---------------------------------------
Title Secretary & Treasurer
---------------------------------------
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"LENDERS"
XXXXXX TRUST AND SAVINGS BANK, in its individual
capacity as a Lender and as Administrative Agent
By /s/ Xxxxx X. Xxxxxxxx
------------------------------------------------
Name Xxxxx X. Xxxxxxxx
------------------------------------------
Title Vice President
------------------------------------------
BANK OF AMERICA, N.A.
By /s/ Xxxxxxx Xxxxxxxx
------------------------------------------------
Name Xxxxxxx Xxxxxxxx
------------------------------------------
Title Vice President
------------------------------------------
NATIONAL CITY BANK
By /s/ Xxxxxx X. Xxxxx
------------------------------------------------
Name Xxxxxx X. Xxxxx
------------------------------------------
Title Vice President
------------------------------------------
PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxxxx X. Xxxxxx
------------------------------------------------
Name Xxxxxx X. Xxxxxx
------------------------------------------
Title Sr. Vice President
------------------------------------------
MELLON BANK, N.A.
By /s/ Xxxxxxx X. XxXxxxxxx
-------------------------------------------------
Name Xxxxxxx X. XxXxxxxxx
------------------------------------------
Title Vice President
------------------------------------------
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BANK ONE, N.A.
By /s/ Xxxxx X. Xxxx
------------------------------------------------
Name Xxxxx X. Xxxx
------------------------------------------
Title First Vice President
------------------------------------------
THE HUNTINGTON NATIONAL BANK
By /s/ Xxxx Xxxxxx
------------------------------------------------
Name Xxxx Xxxxxx
------------------------------------------
Title Vice President
------------------------------------------
FIFTH THIRD BANK, NORTHEASTERN OHIO
By /s/ Xxx X. Xxxxxxx
------------------------------------------------
Name Xxx X. Xxxxxxx
------------------------------------------
Title Vice President
------------------------------------------
KEYBANK NATIONAL ASSOCIATION
By /s/ X.X. Xxxxxx
------------------------------------------------
Name X.X. Xxxxxx
------------------------------------------
Title Vice President
------------------------------------------
LASALLE BANK NATIONAL ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxx
------------------------------------------------
Name Xxxxxxx X. Xxxxxx
------------------------------------------
Title Vice President
------------------------------------------
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