EXHIBIT 10.1.12
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of
June 22, 2001, by and among SCIENTIFIC-ATLANTA, INC. (the "Borrower"), each of
the financial institutions party hereto as "Lenders", THE BANK OF NEW YORK and
ABN AMRO BANK N.V., acting through its Atlanta Agency, as Co-Agents (the "Co-
Agents"), and BANK OF AMERICA, N.A., successor to NationsBank, N.A., successor
to NationsBank, N.A. (South), formerly known as NationsBank of Georgia, National
Association, as Agent (the "Agent").
WHEREAS, the Borrower, the financial institutions party thereto as
"Lenders", the Co-Agents and the Agent are parties to that certain Amended and
Restated Credit Agreement dated as of May 7, 1999, as amended as of June 22,
1999 and as of May 5, 2000 (as amended and in effect immediately prior to the
date hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto desire to amend certain provisions of the
Credit Agreement on the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto hereby agree as follows:
Section 1. Specific Amendments to Credit Agreement. The parties hereto
---------------------------------------
agree that the Credit Agreement is amended as follows:
(a) The definition of the term "Facility B Commitment Amount" contained in
Section 1.1. of the Credit Agreement is hereby deleted in its entirety and the
following substituted in its place:
"Facility B Commitment Amount" means $50,000,000, as the same may be
----------------------------
reduced or increased from time to time pursuant to the terms of this
Agreement.
(b) The definition of the term "Facility B Termination Date" contained in
Section 1.1. of the Credit Agreement is hereby deleted in its entirety and the
following substituted in its place:
"Facility B Termination Date" means June 21, 2002, or such later date to
---------------------------
which such date may be extended under Section 2.12.
(c) The following new Section 2.15. is added to the Credit Agreement
immediately following Section 2.14. thereof:
Section 2.15. Increase of Facility B Commitments.
----------------------------------
The Borrower shall have the right to request increases in the
aggregate amount of the Facility B Commitments by providing written notice
to the Agent, which notice shall be irrevocable once given; provided,
--------
however, that after giving effect to any such increases the aggregate
-------
amount of the Facility B Commitments shall not exceed $250,000,000). Each
such increase in the Facility B Commitments must be an aggregate minimum
amount of $50,000,000 and integral multiples of $10,000,000 in excess
thereof. The Agent shall promptly notify each Lender of any such request.
Each existing Lender shall have the right to increase its Facility B
Commitment, or to make one available, as the case may be, so long as such
Lender's Commitment Percentage shall not be increased as a result of the
exercise of such right. Each Lender shall notify the Agent within 10
Business Days after receipt of the Agent's notice whether such Lender
wishes to increase the amount of its, or make available a, Facility B
Commitment. If a Lender fails to deliver any such notice to the Agent
within such time period, then such Lender shall be deemed to have declined
to increase its, or make available a, Facility B Commitment. No Lender
shall be obligated in any way whatsoever to increase its, or make available
a, Facility B Commitment. If a new Lender becomes a party to this
Agreement, or if any existing Lender agrees to increase its, or make
available a, Facility B Commitment, such Lender shall on the date it
becomes a Lender hereunder (or in the case of an existing Lender, increases
its, or makes available a, Facility B Commitment) (and as a condition
thereto) purchase from the other Lenders its pro rata share (determined
with respect to the Lenders' relative Facility B Commitments and after
giving effect to the increase of Facility B Commitments) of any outstanding
Facility B Loans, by making available to the Agent for the account of such
other Lenders at the Principal Office, in same day funds, an amount equal
to the sum of (A) the portion of the outstanding principal amount of such
Facility B Loans to be purchased by such Lender plus (B) interest accrued
and unpaid to and as of such date on such portion of the outstanding
principal amount of such Facility B Loans. The Borrower shall pay to the
Lenders amounts payable, if any, to such Lenders under Section 4.4. as a
result of the prepayment of any such Facility B Loans. No increase of the
Facility B Commitments may be effected under this Section if either (x) a
Default or Event of Default shall be in existence on the effective date of
such increase or (y) any representation or warranty made or deemed made by
the Borrower or any other Loan Party in any Loan Document to which any such
Loan Party is a party is not (or would not be) true or correct on the
effective date of such increase except to the extent that such
representations and warranties expressly relate solely to an earlier date
(in which case such representations and warranties shall have been true and
accurate on and as of such earlier date) and except for changes in factual
circumstances specifically and expressly permitted hereunder. In
connection with any increase in the aggregate amount of the Facility B
Commitments pursuant to this Section (a) any Lender becoming a party hereto
shall execute such documents and agreements as the Agent may reasonably
request and (b) the Borrower shall make appropriate arrangements so that
each new Lender, and any existing Lender increasing its, or making
available a, Facility B Commitment, receives a new or replacement
Syndicated Note, as appropriate, in the aggregate amount of such Lender's
Facility A and Facility B Commitments within 2 Business Days of the
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effectiveness of the applicable increase in the aggregate amount of
Facility B Commitments.
(d) Section 7.9. of the Credit Agreement is hereby deleted in its entirety
and the following substituted in its place:
Section 7.9. Additional Material Subsidiaries.
--------------------------------
(a) Generally. Upon the acquisition, incorporation or other
---------
creation of a Material Subsidiary after the Agreement Date, the Borrower
shall deliver to the Agent each of the following in form and substance
satisfactory to the Agent: (a) except as otherwise provided under Section
3.13., a Guaranty executed by such Material Subsidiary, (b) if such
Material Subsidiary is a Foreign Subsidiary, a Pledge Agreement executed by
the Borrower or other Subsidiary owning the capital stock of such Material
Subsidiary if and to the extent required under Section 3.13., together with
such capital stock and (c) the items that would have been delivered under
Sections 5.1.(g), (l) through (o) and (q) if such Material Subsidiary had
been one on the Agreement Date.
(b) Timing of Delivery. The Borrower shall deliver the items
------------------
required to be delivered to the Agent under the immediately preceding
subsection (a) as follows:
(i) For any Material Subsidiary acquired, incorporated or
otherwise created during any period that any Bid Rate Loans,
Syndicated Loans, Letters of Credit, or Reimbursement Obligations are
outstanding or the Lenders have reserved any portion of their Facility
A Commitments to enhance Commercial Paper pursuant to Section 2.13.,
within 30 days of the acquisition, incorporation or creation of such
Material Subsidiary; and
(ii) For any Material Subsidiary acquired, incorporated or
otherwise created during any other period, no later than the date the
Borrower is required to deliver its certificate under Section 8.3.
with respect to the fiscal quarter during which such Material
Subsidiary was acquired, incorporated or otherwise created (or with
respect to the Fiscal Year of the Borrower during which such Material
Subsidiary was acquired, incorporated or otherwise created if the
Material Subsidiary was acquired, incorporated or otherwise created
during the fourth fiscal quarter of the Fiscal Year of the Borrower).
Notwithstanding the immediately preceding subsection (ii), if no Bid Rate
Loans, Syndicated Loans, Letters of Credit, or Reimbursement Obligations
are outstanding and no Lender has reserved any portion of its Facility A
Commitment to enhance Commercial Paper pursuant to Section 2.13. at the
time the Borrower gives the Agent a Notice of Borrowing, Bid Rate Quote
Request, request for issuance of a Letter of Credit pursuant to Section
2.3.(c) or request for credit enhancement pursuant to Section 2.13.(b), the
Borrower shall, within 30 days of the date of such Notice of Borrowing, Bid
Rate Quote Request, request for issuance of a Letter of Credit or request
for credit enhancement,
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deliver the items required to be delivered to the Agent under the
immediately preceding subsection (a) for any Material Subsidiary acquired,
incorporated or otherwise created before such Notice of Borrowing, Bid Rate
Quote Request, request for issuance of a Letter of Credit or request for
credit enhancement.
(e) Section 8.4. of the Credit Agreement is hereby amended by adding the
following new paragraph at the end of such Section:
Notwithstanding the foregoing, during any period that no Bid Rate
Loans, Syndicated Loans, Letters of Credit, or Reimbursement
Obligations are outstanding and no Lender has reserved any portion of
its Facility A Commitment to enhance Commercial Paper pursuant to
Section 2.13., the Borrower shall not be required to deliver notice of
the occurrence of an event described in the immediately preceding
subsections (a), (b) and (d) through (h) until the date the Borrower
is required to deliver its certificate under Section 8.3. with respect
to the fiscal quarter during which such event occurred.
(f) Section 9.3. of the Credit Agreement is hereby deleted in its entirety
and the following substituted in its place:
Section 9.3. Investments; Acquisitions.
-------------------------
(i) Acquire or purchase, or permit any Subsidiary to acquire or
purchase, all or substantially all of the assets constituting the business
or a division or operating unit of any Person or (ii) acquire, make or
purchase, or permit any Subsidiary to acquire, make or purchase, any
Investment or (iii) permit any Investment of the Borrower or any Subsidiary
to be outstanding on and after the Agreement Date other than the following:
(a) Investments in Subsidiaries in existence on the Agreement Date and
disclosed on Schedule 6.1.(b), together with any increases in such
Investments after the Agreement Date in Material Subsidiaries;
(b) Investments that constitute Indebtedness permitted under
Section 9.2.;
(c) Loans and advances to employees for moving, entertainment, travel
and other similar expenses in the ordinary course of business consistent
with past practices not to exceed $10,000,000 in the aggregate at any one
time;
(d) Investments in "Eligible Investments" described in, and in
accordance with, the Borrower's Cash Investment Policy, a copy of which as
in effect on the Agreement Date is attached as Exhibit M, as such Cash
Investment Policy is amended or otherwise modified from time to time on
terms not inconsistent with the Cash Investment Policy as currently in
effect;
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(e) Acquisitions or purchases by the Borrower or any Material
Subsidiary of all or substantially all of the assets constituting the
business or a division or operating unit of any Person, and the making of
Investments in Material Subsidiaries which Investments are not otherwise
subject to any of the preceding subsections; provided, however, that during
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any Fiscal Year, (A) the amount of cash paid, together with the fair market
value of all other assets (excluding assets of the type described in the
following clause (B)) conveyed, by the Borrower and its Material
Subsidiaries in consideration for such acquisitions, purchases and
Investments shall not exceed $150,000,000 in the aggregate and (B) the
market value of all capital stock, warrants and options to acquire capital
stock, of the Borrower conveyed by the Borrower in consideration for such
acquisitions, purchases and Investments shall not exceed $400,000,000 in
the aggregate; provided, further, however, neither the Borrower nor any
-------- ------- -------
Material Subsidiary shall effect any one such acquisition, purchase or
Investment (or series of related acquisitions, purchases or Investments)
without the prior written consent of the Requisite Lenders if the market
value of the capital stock, warrants and options to acquire capital stock,
of the Borrower to be conveyed by the Borrower in consideration for such
acquisition, purchase or Investment equals or exceeds $300,000,000 in the
aggregate; and
(f) Acquisitions or purchases by any Subsidiary that is not a Material
Subsidiary of all or substantially all of the assets constituting the
business or a division or operating unit of any Person, and the making by
the Borrower or any Subsidiary after the Agreement Date of Investments in
Persons that are not Material Subsidiaries; provided, however, (A) the
-------- -------
aggregate consideration paid (excluding any Indebtedness assumed in
connection with such acquisition, purchase or Investment) for such
acquisitions, purchases and Investments and (B) the aggregate amount of
increases after the Agreement Date in Investments in such Persons that are
not Material Subsidiaries existing as of the Agreement Date, shall not
exceed $100,000,000 in the aggregate during any Fiscal Year and
$300,000,000 during the term of this Agreement. If after the Agreement
Date, (x) any Person that is not a Material Subsidiary the Investment in
which is subject to the limitations of this subsection shall become a
Material Subsidiary and the Loan Documents required to be delivered under
Section 7.9. are so delivered or (y) the Borrower, at its election,
delivers the Loan Documents that would be required to be delivered under
Section 7.9. if such Person were a Material Subsidiary, then the Investment
in, and any increase therein, such Person shall be excluded from the
limitations of this subsection; and
(g) Investments in direct or indirect wholly-owned Material
Subsidiaries of the Borrower or in Subsidiaries that will become direct or
indirect wholly-owned Material Subsidiaries of the Borrower after giving
effect to such Investment.
All cash, the market value of all capital stock, warrants and options to
acquire capital stock, of the Borrower and the fair market value of all
other assets conveyed by the Borrower as consideration for any transaction
of merger or consolidation effected by the Borrower or a Subsidiary and
which is permitted under Section 9.6.(vii), shall be
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included in determinations of the Borrower's compliance with the preceding
subsections (e) and (f).
(g) Section 9.6. of the Credit Agreement is hereby deleted in its entirety
and the following substituted in its place:
Section 9.6. Merger, Consolidation, Sales of Assets and Other
------------------------------------------------
Arrangements.
------------
The Borrower shall not, and shall not permit any Subsidiary or any
other Loan Party to (a) enter into any transaction of merger or
consolidation with any Person; (b) liquidate, wind-up or dissolve itself
(or suffer any liquidation or dissolution); or (c) convey, sell, lease,
sublease, transfer or otherwise dispose of, in one transaction or a series
of transactions, all or any part of its business or assets, including
capital stock of or other equity interests in any of its Subsidiaries,
whether now owned or hereafter acquired; provided, however, that:
-------- -------
(i) Subsidiaries of the Borrower may merge or consolidate with
the Borrower and with other Subsidiaries of the Borrower;
(ii) a Subsidiary may sell, transfer or dispose of its assets to
the Borrower or another Subsidiary of the Borrower;
(iii) the Borrower, its Subsidiaries and the other Loan Parties
may sell inventory in the ordinary course of business;
(iv) the Borrower may sell its accounts receivable on a non-
recourse basis in an aggregate amount not to exceed $100,000,000 at
any time;
(v) the Borrower and its Subsidiaries may, during any Fiscal
Year, sell, transfer or otherwise dispose of assets (excluding the
capital stock of any Subsidiary) having an aggregate book value in an
amount not to exceed 10% of the total book value of the assets of the
Borrower and its Subsidiaries taken as a whole;
(vi) the Borrower and its Subsidiaries may, during any Fiscal
Year, enter into sale and leaseback transactions covering fixed or
capital property which collectively cover property having an aggregate
fair market value, as determined for each item of property at the time
such property became the subject of such a transaction, not in excess
of 10% of the total book value of the assets of the Borrower and its
Subsidiaries taken as a whole;
(vii) the Borrower or any Subsidiary may merge or consolidate
with any other corporation, provided that (A) the Borrower or such
Subsidiary shall be the continuing or surviving corporation or the
surviving corporation becomes thereby a direct or indirect wholly-
owned Subsidiary and (B) if instead of the Borrower or
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such Subsidiary merging or consolidating with such corporation, the
Borrower were to acquire all of the issued and outstanding capital
stock of such corporation, such acquisition would be permitted under
Section 9.3., and in each case, immediately prior to such merger or
consolidation and immediately after such merger or consolidation and
after giving effect thereto, no Default or Event of Default is or
would be in existence; and
(viii) the Borrower may sell, transfer or dispose of its assets
to a direct or indirect wholly-owned Subsidiary.
(h) Annex I to the Credit Agreement is deleted in its entirety and Annex I
hereto is substituted in its place.
Section 2. Reinstatement of Facility B Commitments. Notwithstanding
---------------------------------------
the passing of the Facility B Termination Date before the date of this
Amendment, so long as no Event of Default or Default shall be in existence on
the effective date of this Amendment, each Lender's Facility B Commitment (in
the amount set forth on Annex I attached hereto) and each Lender's obligation to
make Facility B Loans shall be reinstated simultaneous with the effectiveness of
this Amendment.
Section 3. Acknowledgment of Lenders' Commitments. The parties hereto
--------------------------------------
agree that after giving effect to the transactions contemplated by this
Amendment, the amount of each Lender's respective Facility A Commitment and
Facility B Commitment is as set forth on Annex I attached hereto.
Section 4. Representations of Borrower. The Borrower represents and
---------------------------
warrants to the Agent and the Lenders that:
(a) Authorization. The Borrower has the right and power, and has
-------------
taken all necessary action to authorize it, to execute and deliver this
Amendment and to perform its obligations hereunder and under the Credit
Agreement as amended by this Amendment, in accordance with their respective
terms. This Amendment has been duly executed and delivered by a duly authorized
officer of the Borrower, and this Amendment and the Credit Agreement as amended
by this Amendment, are each a legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with their respective
terms.
(b) Compliance with Laws, Etc. The execution and delivery by the
-------------------------
Borrower of this Amendment and the performance by the Borrower of this Amendment
and the Credit Agreement as amended by this Amendment, each in accordance with
its terms, do not and will not, by the passage of time, the giving of notice or
otherwise: (i) require any Governmental Approval or violate any Applicable Law
relating to the Borrower or any other Loan Party; (ii) conflict with, result in
a breach of or constitute a default under the articles of incorporation or the
bylaws of the Borrower or the organizational documents of any other Loan Party;
(iii) conflict with, result in a breach of or constitute a default under any
indenture, agreement or other instrument to which the Borrower or any other Loan
Party is a party or by which it or any of its properties may be bound,
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which conflict, breach or default would have a Material Adverse Effect; or (iv)
result in or require the creation or imposition of any Lien upon or with respect
to any property now owned or hereafter acquired by the Borrower or any other
Loan Party other than in favor of the Agent for the benefit of the Lenders.
(c) No Default. No Default or Event of Default has occurred and is
----------
continuing as of the date hereof nor will exist immediately after giving effect
to this Amendment.
Section 5. Reaffirmation of Representations by Borrower. The
--------------------------------------------
Borrower hereby repeats and reaffirms all representations and warranties made by
the Borrower to the Agent and the Lenders in the Credit Agreement as amended by
this Amendment and the other Loan Documents to which the Borrower is a party on
and as of the date hereof, except to the extent that such representations and
warranties expressly relate solely to an earlier date (in which case such
representations and warranties shall have been true and accurate on and as of
such earlier date) and except for changes in factual circumstances specifically
permitted under the Credit Agreement.
Section 6. Certain References. Each reference to the Credit
------------------
Agreement in any of the Loan Documents shall be deemed to be a reference to the
Credit Agreement as amended by this Amendment.
Section 7. Benefits. This Amendment shall be binding upon and shall
--------
inure to the benefit of the parties hereto and their respective successors and
assigns.
Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
-------------
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
Section 9. Expenses. The Borrower shall reimburse the Agent upon
--------
demand for all costs and expenses (including attorneys' fees) incurred by the
Agent in connection with the preparation, negotiation and execution of this
Amendment and the other agreements and documents executed and delivered in
connection herewith.
Section 10. Effect. Except as expressly herein amended, the terms
------
and conditions of the Credit Agreement shall remain in full force and effect.
The amendments contained herein shall be deemed to have prospective application
only, unless otherwise specifically stated herein.
Section 11. Effectiveness of Amendment. This Amendment shall not be
--------------------------
effective until its execution and delivery by the Borrower and the Requisite
Lenders, whereupon it shall be deemed effective as of the date first written
above.
Section 12. Replacement Notes. Upon the Borrower's request, and upon
-----------------
delivery by the Borrower to Agent or its counsel of a replacement Syndicated
Note in favor of each Lender with a Facility B Commitment in the principal
amount equal to the aggregate amount of such Lender's Facility A Commitment and
Facility B Commitment as set forth on Annex I attached
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hereto, each such Lender shall cancel and deliver to Agent or its counsel the
Syndicated Note in favor of such Lender being replaced.
Section 13. Counterparts. This Amendment may be executed in any
------------
number of counterparts, each of which shall be deemed to be an original and
shall be binding upon all parties, their successors and assigns.
Section 14. Definitions. All capitalized terms not otherwise defined
-----------
herein are used herein with the respective definitions given them in the Credit
Agreement.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to Amended and Restated Credit Agreement to be executed as of the date
first above written.
SCIENTIFIC-ATLANTA, INC.
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Assistant Treasurer
BANK OF AMERICA, N.A., individually and as Agent
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
THE BANK OF NEW YORK, individually and as Co-Agent
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
ABN AMRO BANK N.V., acting through its Atlanta Agency,
individually and as Co-Agent
By: /s/ Xxxxx Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Group Vice President
By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Assistant Vice President
[Signatures Continued on Next Page]
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[Signature Page to Third Amendment to Amended and Restated Credit Agreement
dated as of June 22, 2001 with Scientific-Atlanta, Inc.]
WACHOVIA BANK, N.A.
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI LTD., NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President and Manager
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
By:_____________________________
Name:________________________
Title:_______________________
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ANNEX I
-------
LIST OF LENDERS, COMMITMENT AMOUNTS AND LENDING OFFICES
-------------------------------------------------------
Bank of America, N.A.
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
000 Xxxx Xxxxxx, 00xx Xxxxx $42,500,000
Xxxxxx, Xxxxx 00000
Initial Facility B Commitment Amount:
------------------------------------
$12,500,000
Wiring Instructions:
To: Bank of America, N.A.
Attention: Corporate Credit Support
ABA #000000000
Reference: Scientific-Atlanta, Inc.
Account: 1292000883
The Bank of New York
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
0 Xxxx Xxxxxx $27,500,000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxx Initial Facility B Commitment Amount:
Telecopier: (000) 000-0000 ------------------------------------
Telephone: (000) 000-0000
$10,000,000
Wiring Instructions:
To: The Bank of New York
0 Xxxx Xxxxxx (00X)
Xxx Xxxx, Xxx Xxxx 00000
ABA #000000000
Account No.: GLA 111-556
Attention: Xxxxx X. Xxxxxxx, AVP
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ABN AMRO Bank N.V., acting through its
Atlanta Agency
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
Xxxxx 0000, Xxx Xxxxxxx Xxxxx $25,000,000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx Initial Facility B Commitment Amount:
Telecopier: (000) 000-0000 ------------------------------------
Telephone: (000) 000-0000
$0
Wiring Instructions:
To: Federal Reserve Bank, NY, NY
Favor of: ABN*AMRO Bank N.V.
ABA #0260-09580
Account: 650-001-1789-41
Reference: Scientific Atlanta
Wachovia Bank, N.A.
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx $17,500,000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. XxXxxxx Initial Facility B Commitment Amount:
Telecopier: (000) 000-0000 ------------------------------------
Telephone: (000) 000-0000
$7,500,000
Wiring Instructions:
To: Wachovia Bank, N.A.
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
ABA #000-000-000
Account: 00-000-000
Attention (Interest & Fees on Loans): Xxxxxxxx Xxxxxx or Xxxxx XxXxxxx
Attention (Documentary Letter of Credit Fees): Xxxxxxx Xxxx
Attention: (Standby Letter of Credit Fees): Xxxxxx Xxxxxx
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The Bank of Tokyo-Mitsubishi Ltd., New York
Branch
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
000 Xxxxxxxxx Xxxxxx, XX, #0000 $12,500,000
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxx Xxxxxxx Initial Facility B Commitment Amount:
Telecopier: (000) 000-0000 ------------------------------------
Telephone: (000) 000-0000
$ 7,500,000
Wiring Instructions:
To: Bank of Tokyo-Mitsubishi, Ltd. N.Y.
Br.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
ABA #0000-0000-0
Account 00000000
Attention: Loan Operations Dept.
First Union National Bank
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
000 Xxxxxxxxx Xxxxxx XX0000 $12,500,000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxx Initial Facility B Commitment Amount:
Mail Code: GA9030 ------------------------------------
Telecopier: (000) 000-0000
Telephone: (000) 000-0000 $12,500,000
Wiring Instructions:
To: First Union National Bank
000 X. Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxx
ABA #000000000
Account: 0000000000
Attention: Commercial Loans
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Australia and New Zealand Banking Group
Limited
Lending Office (all Types of Loans): Initial Facility A Commitment Amount:
-------------- ------------------------------------
1177 Avenue of the Americas $12,500,000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxx Initial Facility B Commitment Amount:
Telecopier: (000) 000-0000 ------------------------------------
Telephone: (000) 000-0000
$0
Wiring Instructions:
To: HSBC Financial Institutions
For: Australia and New Zealand
Banking Group Ltd.
ABA #021-001-0888
Account: 000107484
Attention: Xx. Xxxxxx Xxxxxx
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