EXHIBIT 10.11
SECOND AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS
THIS SECOND AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS (this Amendment)
dated as of December 30, 1998 is by and among CENTENNIAL HEALTHCARE CORPORATION,
a Georgia corporation (the Lessee or the Construction Agent); the various
parties listed on the signature pages hereto as guarantors (subject to the
definition of Guarantors in Appendix A to the Participation Agreement referenced
below, individually, a Guarantor and collectively, the Guarantors); FIRST
SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not
individually but solely as the Owner Trustee under the Centennial Real Estate
Trust 1998-1 (the Owner Trustee or the Lessor); the various banks and other
lending institutions listed on the signature pages hereto as holders of
certificates issued with respect to the Centennial Real Estate Trust 1998-1
(subject to the definition of Holders in Appendix A to the Participation
Agreement referenced below, individually, a Holder and collectively, the
Holders); the various banks and other lending institutions listed on the
signature pages hereto as lenders with respect to the Centennial Real Estate
Trust 1998-1 (subject to the definition of Lenders in Appendix A to the
Participation Agreement referenced below, individually, a Lender and
collectively, the Lenders); FIRST UNION CAPITAL MARKETS, A DIVISION OF WHEAT
FIRST SECURITIES, INC., a Virginia corporation, as syndication agent (the
Syndication Agent); and NATIONSBANK, N.A., a national banking association, as
the agent for the Lenders and respecting the Security Documents, as the agent
for the Lenders and the Holders, to the extent of their interests (in such
capacity, the Agent). Capitalized terms used in this Amendment but not otherwise
defined herein shall have the meanings set forth in Appendix A to the
Participation Agreement (hereinafter defined).
W I T N E S S E T H
WHEREAS, the parties to this Amendment are parties to that certain
Participation Agreement dated as of July 29, 1998 (as amended, modified,
supplemented, restated and/or replaced from time to time, the Participation
Agreement), certain of the parties to this Amendment are parties to that certain
Credit Agreement dated as of July 29, 1998 (as amended, modified, supplemented,
restated and/or replaced from time to time, the Credit Agreement), certain of
the parties to this Amendment are parties to that certain Trust Agreement dated
as of July 29, 1998 (as amended, modified, supplemented, restated and/or
replaced from time to time, the Trust Agreement), certain of the parties to this
Amendment are parties to that certain Security Agreement dated as of July 29,
1998 (as amended, modified, supplemented, restated and/or replaced from time to
time, the Security Agreement), certain of the parties to this Amendment are
parties to that certain First Amendment to Certain Operative Agreements dated as
of October 23, 1998 (as amended, modified, supplemented, restated and/or
replaced from time to time, the First Amendment) and certain of the parties to
this Amendment are parties to the other Operative Agreements relating to a $70
million synthetic lease facility (the Facility) that has been established in
favor of the Lessee;
WHEREAS, the Lessee has requested certain modifications to the
Participation Agreement, the Credit Agreement, the Trust Agreement, the Security
Agreement and the other Operative Agreements in connection with the Facility;
WHEREAS, the Financing Parties which are signatories hereto have agreed to
the requested modifications on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Participation Agreement.
(a) Section 5.16 is added to the Participation Agreement as follows:
5.16.Lender Commitments and Holder Commitments Constituting the
Xxxxxxx Commitment are Available Solely for Advances
regarding the Xxxxxxx Property.
Notwithstanding any other provision of any Operative
Agreement, (a) those portions of the Lender Commitments and
Holder Commitments which constitute the Xxxxxxx Commitment are
available solely for Advances regarding the Xxxxxxx Property and
(b) all Advances regarding the Xxxxxxx Property shall be made
with the Tranche A Lenders funding eighty-six percent (86%) of
such amount from the aggregate Xxxxxxx Commitment, the Tranche B
Lenders funding eleven percent (11%) of such amount from the
aggregate Xxxxxxx Commitment and the Holders funding three
percent (3%) from the aggregate Xxxxxxx Commitment. Each Advance
requested by the Construction Agent regarding the Xxxxxxx
Property shall be set forth in a Requisition that does not
include any entry for any Property other than the Xxxxxxx
Property.
(b) Section 10.1 of the Participation Agreement is amended by
deleting the first two sentences thereof and replacing them with the
following:
Each Lender may participate, assign or transfer all or a
portion of its interest hereunder and under the other Operative
Agreements in accordance with Sections 9.7 and 9.8 of the Credit
Agreement; provided, each participant, assignee or transferee
must obtain the same ratable interest in Tranche A Loans,
Tranche A Commitments, Tranche B Loans and Tranche B Commitments
and to the extent the selling Lender is also a Holder, each such
participant, assignee or transferee must also obtain the same
percentage interest (regarding the percentage interest sold by
the selling Lender in and to the Tranche A Loans, Tranche A
Commitments, Tranche B Loans and Tranche B Commitments) of the
applicable Holders ratable interest in and to the Trust Estate);
provided, further, except after the occurrence and during the
continuation of any Event of Default, no participant, assignee
or transferee shall be a Person in a Permitted Line of Business;
provided, further, that each Lender that assigns or transfers
all or a portion of its interest hereunder and under the other
Operative Agreements shall deliver to the Agent a copy of each
Assignment and Acceptance (as referenced in Section 9.8 of the
Credit Agreement) for purposes of maintaining the Register. The
Holders may, directly or indirectly, assign, convey or otherwise
transfer any of their right, title or interest in and to the
Trust Estate and the Trust Agreement with the prior written
consent of the Agent and the Lessee (which consent shall not be
unreasonably withheld or delayed) and in accordance with the
terms of Section 11.8(b) of the Trust Agreement; provided, to
the extent the selling Holder is also a Lender, each such
assignee, receiver of a conveyance or other transferee must also
obtain the same percentage interest (regarding the percentage
interest sold by the selling Holder in and to the Trust Estate
and the Trust Agreement) of the applicable Lenders ratable
interest in and to the Tranche A Loans, Tranche A Commitments,
Tranche B Loans and Tranche B Commitments; provided, further,
except after the occurrence and during the continuation of any
Event of Default, no assignee, receiver of a conveyance or other
transferee shall be a Person in a Permitted Line of Business.
(c) Exhibit A to this Amendment is hereby added as Schedule 1 to the
Participation Agreement.
(d) Appendix A to the Participation Agreement shall be amended in the
following respects:
(i) The definition of Applicable Percentage is amended by
deleting the pricing grid and replacing it with the following:
i. PRICING GRID FOR LOANS, HOLDER ADVANCES AND UNUSED FEES FROM THE INITIAL
CLOSING DATE TO AND INCLUDING MARCH 30, 1999 BUT IN ALL CASES EXCLUDING
LOANS, HOLDER ADVANCES AND UNUSED FEES IN CONNECTION WITH THE XXXXXXX
PROPERTY
Applicable
Applicable Percentage Applicable Applicable Applicable
Percentage Applicable for Percentage Percentage Percentage
Pricing Ratio of for Percentage Eurodollar for ABR for for
Level Adjusted Eurodollar for ABR Holder Holder Lender Holder
Total Loans Loans Advances Advances Unused Fee Unused Fee
Debt/Adjusted
EBITDAR
Tier I Less than or 0.950% 0.075% 1.450% 0.575% 0.200% 0.200%
equal to 3.50 to
1.00
Tier II Less than or 1.200% 0.075% 1.700% 0.575% 0.250% 0.250%
equal to 4.00 to
1.00 but greater
than 3.50 to 1.00
Tier III Less than or 1.450% 0.075% 1.950% 0.575% 0.250% 0.250%
equal to 4.50 to
1.00 but greater
than 4.00 to 1.00
Tier IV Greater than 4.50 1.700% 0.200% 2.200% 0.700% 0.375% 0.375%
to 1.00
ii. PRICING GRID FOR LOANS, HOLDER ADVANCES AND UNUSED FEES IN
CONNECTION WITH XXXXXXX PROPERTY TO AND INCLUDING MARCH 30, 1999
Applicable
Applicable Percentage Applicable Applicable Applicable
Percentage Applicable for Percentage Percentage Percentage
for Percentage Eurodollar for ABR for for
Eurodollar for ABR Holder Holder Lender Holder
Loans Loans Advances Advances Unused Fee Unused Fee
2.750% 1.250% 3.250% 1.750% 0.50% 0.50%
iii. PRICING GRID FOR LOANS, HOLDER ADVANCES AND UNUSED FEES FROM MARCH
31, 1999 AND IN ALL CASES INCLUDING LOANS, HOLDER ADVANCES AND UNUSED FEES
IN CONNECTION WITH THE XXXXXXX PROPERTY
Applicable
Ratio of Applicable Percentage Applicable Applicable Applicable
Adjusted Percentage Applicable for Percentage Percentage Percentage
Total for Percentage Eurodollar for ABR for for
Pricing Debt/Adjusted Eurodollar for ABR Holder Holder Lender Holder
Level EBITDAR Loans Loans Advances Advances Unused Fee Unused Fee
Tier I Less than or 2.25% 1.25% 2.75% 1.75% 0.375% 0.375%
equal to 3.50 to
1.00
Tier II Less than or 2.50% 1.50% 3.00% 2.00% 0.50% 0.50%
equal to 4.00 to
1.00 but greater
than 3.50 to 1.00
Tier III Less than or 3.00% 2.00% 3.50% 2.50% 0.50% 0.50%
equal to 4.75 to
1.00 but greater
than 4.00 to 1.00
Tier IV Greater than 4.75 3.00% 2.00% 3.50% 2.50% 0.50% 0.50%
to 1.00
(ii) The definition of Applicable Percentage is further amended
by adding the following sentence at the end of such definition:
Notwithstanding the foregoing and prior to March 31, 1999, the
Applicable Percentage for Loans, Holder Advances and Unused Fees
in connection with the Xxxxxxx Commitments shall be calculated
pursuant to the pricing grid referenced above in subsection (ii)
and shall not adjust based on the ratio of Adjusted Total Debt
to Adjusted EBITDAR.
(iii) The definition of Xxxxxxx Commitments and Xxxxxxx Property
are added to Appendix A to the Participation Agreement after the
definition of Fixtures as follows:
Xxxxxxx Commitments shall mean, in each case committed amounts
which are available for funding solely with respect to the
Xxxxxxx Property, the sum of (a) $63,050,000.00 of Lender
Commitments plus (b) $1,950,000.00 of Holder Commitments.
Xxxxxxx Property shall mean the Property described in Schedule 1
to the Participation Agreement.
(iv) The definition of Holder Commitments is amended by deleting
the reference to $2,100,000.00 and replacing it with a reference to
$4,050,000.00.
(v) The definition of Lender Commitments is amended by deleting
the reference to $67,900,000.00 and replacing it with a reference to
$130,950,000.00.
(vi) The definition of Maximum Residual Guarantee Amount is
deleted in its entirety and replaced by the following:
Maximum Residual Guarantee Amount shall mean an amount equal to
the product of (a) with regard to all Properties other than the
Xxxxxxx Property, the aggregate Property Cost for all such
Properties (excluding the aggregate Property Cost for the
Xxxxxxx Property) times eighty-eight percent (88%) and (b) with
regard to the Xxxxxxx Property, the aggregate Property Cost for
the Xxxxxxx Property times eighty-six percent (86%).
2. Credit Agreement. Schedule 1.1 to the Credit Agreement is deleted in
its entirety and replaced by the following:
Schedule 1.1
[A. LENDER COMMITMENTS EXCLUDING
THE XXXXXXX COMMITMENT AVAILABLE FOR LOANS]
Tranche A Tranche B
Commitment Commitment
Name and Address of Lenders Amount Percentage Amount Percentage
First Union National Bank
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx
00000
Attn.: Xxxx XxxXxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
NationsBank, N.A.
Atlanta Plaza Building
000 Xxxxxxxxx Xxxxxx, XX,
00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn.: J. Xxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XxXxxxx Xxxx
XXXXX - 0xx Xxxxx
0000 Xxxxx Xxxxxx, Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn.: Xxx XxXxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Credit Lyonnais New York
Branch
1301 Avenue of the Americas
New York, New York
10019-6022
Attn.: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
RaboBank Nederland New
York Branch
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn.: Corporate Services
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Comerica Bank
000 Xxxxxxxx Xxxxxx, 0xx
Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn.: Manager, Health
Education Group
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
National City Bank of
Kentucky
000 Xxxxx 0xx Xxxxxx, 0xx
Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn.: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Wachovia, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn.: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000)
Scotiabanc, Inc.
000 Xxxxxxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn.: Xxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
TOTAL *$61,600,000 100.000000% *6,300,000 100.000000%
--------------
* As such amounts and percentages may be increased or reduced from time to time
in accordance with the provisions of the Operative Agreements.
B. LENDER COMMITMENTS CONSTITUTING
THE XXXXXXX COMMITMENT AVAILABLE FOR LOANS
Tranche A Tranche B
Commitment Commitment
Name and Address of Lenders Amount Percentage Amount Percentage
First Union National Bank
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx
00000
Attn.: Xxxx XxxXxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
NationsBank, N.A.
Atlanta Plaza Building
000 Xxxxxxxxx Xxxxxx, XX,
00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn.: J. Xxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
TOTAL $55,900,000 100.000000 $7,150,000 100.000000%
[The aggregate Lender Commitment (including without limitation
the Xxxxxxx Commitment available for Loans) equals $130,950,000.]
3. Trust Agreement. Schedule 1 to the Trust Agreement is deleted in its
entirety and replaced by the following:
SCHEDULE I
HOLDER COMMITMENTS
A. HOLDER COMMITMENTS EXCLUDING THE XXXXXXX COMMITMENT
AVAILABLE FOR HOLDER ADVANCES
Holder Commitment
Name of Holder Amount Percentage
FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn.: Xxxx XxxXxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
NATIONSBANK, N.A.
Atlanta Plaza Building
000 Xxxxxxxxx Xxxxxx, XX, 00xx
Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn.: J. Xxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXXXXXX XXXX
XXXXX - 0xx Xxxxx
0000 Xxxxx Xxxxxx, Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn.: Xxx XxXxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
WACHOVIA BANK, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn.: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SCOTIABANC INC.
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn.: Xxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
TOTAL *$2,1000,00 *100.000000%
----------------
*As such amounts and percentages may be increased or reduced from time to time
in accordance with the provisions of the Operative Agreements.
[X. XXXXXX COMMITMENTS CONSTITUTING
THE XXXXXXX COMMITMENT AVAILABLE FOR HOLDER ADVANCES]
Holder Commitment
Name of Holder Amount Percentage
First Union National Bank
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn.: Xxxx XxxXxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
NationsBank, N.A.
Atlanta Plaza Building
000 Xxxxxxxxx Xxxxxx, XX,
00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn.: J. Xxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
TOTAL $1,950,000 100.000000%
[The aggregate Holder Commitment (including without limitation the Xxxxxxx
Commitment available for Holder Advances) equals $4,050,000.]
4. Security Agreement. The first paragraph of the Preliminary
Statement in the Security Agreement is amended in the following respects:
(a) The reference to $67,900,000 is amended by deleting the reference
to $67,900,000 and replacing it with a reference to $130,950,000.
(b) The reference to $2,100,000 is amended by deleting the reference
to $2,100,000 and replacing it with a reference to $4,050,000.
5. Conditions Precedent. This Amendment shall be effective upon
satisfaction of the following conditions:
(a) execution of this Amendment by the Credit Parties, the Agent and
the Majority Secured Parties;
(b) receipt by the Agent of legal opinions of counsel to the Credit
Parties relating to this Amendment and resolutions from the board of
directors of each of the Credit Parties authorizing the provisions of this
Amendment, in each case in form and substance reasonably satisfactory to
the Agent; and
(c) receipt by the Agent of a commitment fee of one-eighth of one
percent (0.125%) on the Xxxxxxx Commitments payable pro rata to the
Lenders and Holders providing the Xxxxxxx Commitments.
6. Costs and Expenses. The Lessee agrees to pay all reasonable costs and
expenses of the Agent in connection with the preparation, execution and delivery
of this Amendment, including without limitation the reasonable fees and expenses
of Xxxxx & Xxx Xxxxx, PLLC.
7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original and it shall not be necessary in making proof of this Amendment to
produce or account for more than one such counterpart.
8. Continued Effectiveness of Operative Agreements. Except as modified
hereby, all of the terms and conditions of the Operative Agreements shall remain
in full force and effect.
9. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of North Carolina.
[The remainder of this page has been intentionally left blank.]
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be duly executed and delivered as of the date first above written.
CONSTRUCTION AGENT
AND LESSEE: CENTENNIAL HEALTHCARE CORPORATION,
as the Construction Agent and as the Lessee
By:/s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title:EVP
GUARANTORS: CENTENNIAL/ASHTON PROPERTIES CORPORATION, a Georgia corporation
By: /s/Xxxx X. Xxxx
Name:Xxxx X. Xxxx
Title: EVP
CENTENNIAL HEALTHCARE PROPERTIES CORPORATION, a Georgia corporation
By: /s/ Xxxx X. Xxxx
Name:Xxxx X. Xxxx
Title: EVPy:
CENTENNIAL HEALTHCARE MANAGEMENT CORPORATION, a Georgia corporation
By: /s/ Xxxx X. Xxxx
Name:Xxxx X. Xxxx
Title: EVP
CENTENNIAL ACQUISITION CORPORATION,a Georgia corporation
By: /s/ Xxxx X. Xxxx
Name:Xxxx X. Xxxx
Title: EVP
CENTENNIAL PROFESSIONAL THERAPY SERVICES CORPORATION, a Georgia
corporation
By: /s/ Xxxx X. Xxxx
Name:Xxxx X. Xxxx
Title: EVP
CENTENNIAL HEALTHCARE INVESTMENT CORPORATION, a Georgia corporation
By: /s/ Xxxx X. Xxxx
Name:Xxxx X. Xxxx
Title: EVP
CENTENNIAL HEALTHCARE HOSPITAL CORPORATION, a Georgia corporation
By: /s/ Xxxx X. Xxxx
Name:Xxxx X. Xxxx
Title: EVP
TRANSITIONAL HEALTH SERVICES, INC., a Delaware corporation
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: EVP
TRANSITIONAL FINANCIAL SERVICES, INC., a Delaware corporation
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: EVP
PARAGON REHABILITATION, INC., a Delaware corporation
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: EVP
THS PARTNERS I, INC., a Delaware corporation
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: EVP
THS PARTNERS II, INC., a Delaware corporation
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: EVP
TRANSITIONAL HEALTH PARTNERS d/b/a TRANSITIONAL HEALTH SERVICES, a
Delaware general partnership
By: THS PARTNERS I, INC., its general partner
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: EVP
By: THS PARTNERS II, INC., its general partner
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: EVP
PARKVIEW PARTNERSHIP, a Delaware general partnership
By: THS PARTNERS I, INC., its general partner
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: EVP
By: THS PARTNERS II, INC., its general partner
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: EVP
TOTAL CARE CONSOLIDATED, INC., a North Carolina corporation
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: EVP
TOTAL CARE, INC., a North Carolina corporation
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: EVP
TOTAL HEALTH CARE SERVICES, INC., a North Carolina corporation
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: EVP
[Signature Pages Continue]
TOTAL CARE OF THE CAROLINAS, INC., a North Carolina corporation
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: EVP
HCC HOME HEALTH OF LOUISIANA, INC., a Louisiana corporation
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: EVP
[Signature Pages Continue]
OWNER TRUSTEE AND
LESSOR: FIRST SECURITY BANK, NATIONAL
ASSOCIATION, not individually,
except as expressly stated herein,
but solely as the Owner Trustee
under the Centennial Real Estate
Trust 1998-1
By:/s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: V.P.
[Signature Pages Continue]
SYNDICATION AGENT: FIRST UNION CAPITAL MARKETS, A
DIVISION OF WHEAT FIRST SECURITIES,
INC., as the Syndication Agent
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Director
[Signature Pages Continue]
AGENT AND LENDERS: NATIONSBANK, N.A., as an Agent and as a Lender
By: /s/ J. Xxxxxx Xxxxx
Name: J. Xxxxxx Xxxxx
Title: Vice President
[Signature Pages Continue]
AMSOUTH BANK, as a Lender
By:/s/ J. Xxx Difata
Name: J. Xxx Difata
Title: Assistant V.P.
[Signature Pages Continue]
CREDIT LYONNAIS NEW YORK BRANCH, as a Lender
By:/s/ X. Xxxxxxxx
Name: Farboud Tavangar
Title: First V.P.
[Signature Pages Continue]
COOPERATIVE CENTRALE
RAIFFEISEN-BOERENLEENBANK, B.A.
RABOBANK NEDERLAND, NEW YORK BRANCH, as a Lender
By:/s/ M. Xxxxxxxxx Xxxxxx
Name: M Xxxxxxxxx Xxxxxx
Title: V.P.
By:/s/ W. Xxxxx X Xxxxx
Name: W. Xxxxx X. Xxxxx
Title: V.P.
[Signature Pages Continue]
COMERICA BANK, as a Lender
By:/s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Assistant V.P.
[Signature Pages Continue]
SCOTIABANC INC., as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Relationship Manager
[Signature Pages Continue]
HOLDERS: FIRST UNION NATIONAL BANK, as a Holder
By:/s/ J. Xxxx XxxXxxx, Xx.
Name: J. Xxxx XxxXxxx, Xx.
Title: V.P.
[Signature Pages Continue]
NATIONSBANK, N.A., as a Holder
By:/s/ J. Xxxxxx Xxxxx
Name: J. Xxxxxx Xxxxx
Title: V.P.
[Signature Pages Continue]
AMSOUTH BANK, as a Holder
By:/s/ J. Xxx Diafata
Name: J. Xxx Diafata
Title: Assistant V.P
[Signature Pages Continue]
SCOTIABANC INC., as a Holder
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Relationship Manager
[Remainder of Page Intentionally Left Blank]
EXHIBIT A
Schedule 1
(Description of Xxxxxxx Property)
OMITTED
