Exhibit 10.21
ELEVENTH AMENDMENT TO CREDIT AGREEMENT
THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of June 6, 2002, is by and among COLUMBUS XXXXXXXX CORPORATION, a New York
corporation (the "Borrower"), the banks, financial institutions and other
institutional lenders which are parties to the Credit Agreement (as such term is
defined below) (the "Lenders"), FLEET NATIONAL BANK, as Initial Issuing Bank
(the "Initial Issuing Bank"), FLEET NATIONAL BANK, as the Swing Line Bank (the
"Swing Line Bank"; each of the Lenders, the Initial Issuing Bank and the Swing
Line Bank, individually, a "Lender Party" and, collectively, the "Lender
Parties"), and FLEET NATIONAL BANK, as administrative agent (together with any
successor appointed pursuant to Article VII of the Credit Agreement, the
"Administrative Agent") for the Lender Parties.
W I T N E S S E T H :
-------------------
WHEREAS, the Borrower, Lenders, Initial Issuing Bank, Swing Line Bank
and Administrative Agent are party to that certain Credit Agreement, dated as of
March 31, 1998, as amended by that certain First Amendment to Credit Agreement,
dated as of September 23, 1998, that certain Second Amendment to Credit
Agreement and Consent, dated as of February 12, 1999, that certain Third
Amendment to Credit Agreement and Consent, dated as of November 16, 1999, that
certain Fourth Amendment to Credit Agreement and Waiver, dated as of February
15, 2000, that certain Fifth Amendment to Credit Agreement, dated as of
September 28, 2000, that certain Sixth Amendment to Credit Agreement and
Consent, dated as of February 5, 2001, that certain Seventh Amendment to Credit
Agreement and Consent, dated as of June 26, 2001, that certain Eighth Amendment
to Credit Agreement, dated as of November 21, 2001, that certain Ninth Amendment
to Credit Agreement, dated as of February 12, 2002, and that certain Tenth
Amendment to Credit Agreement, dated as of April 16, 2002 (as so amended and as
it may hereafter be further amended, supplemented, restated, extended or
otherwise modified from time to time, the "Credit Agreement");
WHEREAS, Events of Default exist under (i) Section 5.04(a) (Maximum
Funded Debt to EBITDA Ratio) of the Credit Agreement for the period of four
fiscal quarters ended Xxxxx 00, 0000, (xx) Section 5.04(d) (Minimum Net Worth)
as of March 31, 2002 and (iii) Section 5.04(e) (Minimum EBITDA) for the period
of one fiscal quarter ended March 31, 2002 (such Events of Default being the
"Existing Events of Default");
WHEREAS, the Borrower has requested that the Administrative Agent and
Lender Parties waive the Existing Events of Default;
WHEREAS, the Borrower has requested that the Revolving Credit Facility
be reduced to $150,000,000;
WHEREAS, the Borrower, for the Borrower's valid business reasons, has
requested that the Administrative Agent and Lenders consent to (i) the creation
of a new Subsidiary, Audubon Europe S.a.r.l. ("Audubon Luxembourg"), to be
incorporated in Luxembourg and to be a wholly-owned Subsidiary of Yale
Industrial Products, Inc. ("Yale US"), (ii) the transfer by the Borrower of all
of the shares of stock of Columbus XxXxxxxx Limited ("CM Canada") to Yale US and
(iii) the transfer by Yale US of all of the shares of stock of CM
Canada, Yale Industrial Products Ltd. ("Yale UK") and Yale Industrial Products
GmbH ("Yale Germany") to Audubon Luxembourg;
WHEREAS, the Borrower has also requested that the Administrative Agent
and Lender Parties otherwise amend the Credit Agreement as and to the extent set
forth in this Amendment; and
WHEREAS, the Administrative Agent and Lender Parties are agreeable to
the foregoing as and to the extent set forth in this Amendment and subject to
each of the terms and conditions stated herein.
NOW THEREFORE, in consideration of the premises and the mutual
covenants set forth herein and of the loans or other extensions of credit
heretofore, now or hereafter made to, or for the benefit of, the Borrower and
its Subsidiaries by the Lender Parties, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Definitions. Except to the extent otherwise specified herein,
capitalized terms used in this Amendment shall have the same meanings ascribed
to them in the Credit Agreement.
2. Consent.
2.1. The Administrative Agent and Lender Parties hereby consent to the
creation of Audubon Luxembourg; provided, that Audubon Luxembourg complies with
the provisions of Section 5.02(o) of the Credit Agreement, i.e., Audubon
Luxembourg shall become a Guarantor pursuant to the terms of the Guaranty and an
additional grantor pursuant to the terms of the Security Agreement and
Intellectual Property Security Agreement and all (100%) shares of the capital
stock of Audubon Luxembourg shall be pledged to the Administrative Agent.
2.2. Notwithstanding the provisions of Section 5.02(e) (Sales, Etc. of
Assets) or any other provision of the Credit Agreement, the Administrative Agent
and Lender Parties hereby consent to (i) the transfer by the Borrower of all of
the shares of stock of CM Canada to Yale US and (ii) the transfer by Yale US of
all of the shares of stock of CM Canada, Yale UK and Yale Germany to Audubon
Luxembourg; provided, that, at least 65% of the outstanding shares of capital
stock of CM Canada and Yale Germany shall be pledged to the Administrative
Agent.
2.3. Notwithstanding any provisions of any Loan Document, the
Administrative Agent and the Lender Parties hereby consent to a restriction on
the transferability of the stock of both Yale US and Audubon Luxembourg such
that in connection with the transfer of the stock of either company, the stock
of the other company is also required to be transferred.
2.4. The consents set forth in Sections 2.1, 2.2 and 2.3 are subject to
the additional condition that the Borrower shall have delivered to the
Administrative Agent a copy of the opinion letter of Ernst & Young to the
Borrower with respect to the tax consequences of the transactions described in
Sections 2.1, 2.2 and 2.3, such opinion letter to be in form and substance
satisfactory to the Administrative Agent.
-2-
3. Waiver. The Administrative Agent and Lender Parties hereby waive the
Existing Events of Default under Sections 5.04(a), 5.04(d) and 5.04(e) of the
Credit Agreement solely for the period ended March 31, 2002 or as of March 31,
2002, as applicable. The foregoing waiver is only applicable and shall only be
effective in the specific instance and for the specific purpose for which made.
Such waiver is expressly limited to the facts and circumstances referred to
herein and shall not operate (a) as a waiver of or consent to non-compliance
with any other Section or provision of the Credit Agreement or any other Loan
Document, (b) as a waiver of any other right, power or remedy of the
Administrative Agent or any Lender Party under the Credit Agreement or any other
Loan Document or (c) as a waiver of or consent to any Default or Event of
Default under the Credit Agreement or any other Loan Document, other than as
expressly provided in this Section 3.
4. Amendments.
4.1. The Revolving Credit Commitments of each of the Revolving Credit
Lenders are hereby reduced on a pro rata basis such that the Revolving Credit
Facility shall be reduced to $150,000,000.
4.2. The following definitions are inserted in the appropriate
alphabetical order in Section 1.01 of the Credit Agreement:
"Audubon Luxembourg" means a wholly-owned Subsidiary of Yale Industrial
Products, Inc. to be incorporated under the laws of Luxembourg.
"Debt Issuance" means any issuance or sale or other incurrence by the
Borrower or any of its Subsidiaries of any Debt; provided, however,
that, other than Debt permitted under Sections 5.02(b)(vi) or (ix), the
term "Debt Issuance" shall not include the incurrence of Debt expressly
permitted under Section 5.02(b).
"Equity Issuance" means any sale or issuance for cash by the Borrower
or any of its Subsidiaries of any capital stock or other ownership of
profit interest, any securities convertible or exchangeable for capital
stock or other ownership or profit interest or any warrants, rights or
options to acquire capital stock or other ownership or profit interest;
provided, however, that the term "Equity Issuance" shall not include
the issuance of stock permitted under clauses (x), (y) or (z) of
Section 5.02(r)(i).
4.3. The following is inserted as a new clause (C) at the end of the
definition of "EBITDA" in Section 1.01 of the Credit Agreement:
"plus (C) to the extent deducted from the calculation of net income for
such period, the amount of the loss realized by the Borrower from the
sale of Handling Systems and Conveyors, Inc."
4.4. The definition of "Net Cash Proceeds" in Section 1.01 of the
Credit Agreement is amended by inserting after the words "or any Extraordinary
Receipt" and before the words "received by or paid to or for the account of any
Person," the words ", any Debt Issuance or any Equity Issuance".
-3-
4.5. Section 2.05(b)(ii) of the Credit Agreement is amended as follows:
(a) The word "or" appearing after the words "Section 2.06(b)(ii)" and
before the word "(iii)" is deleted and replaced with a comma.
(b) The words "or (vi)" are inserted after the word "(iii)".
4.6. Section 2.06(b)(iv) of the Credit Agreement is amended as follows:
(a) The word "or" appearing after the word "(ii)" and before the word
"(iii)" is deleted and replaced with a comma.
(b) The words "or (vi)" are inserted after the word "(iii)".
4.7. The following is inserted as a new Section 2.06(b)(vi) of the
Credit Agreement:
"(vi) Within one (1) Business Day after receipt by any Loan Party or any of its
Subsidiaries of Net Cash Proceeds from any Debt Issuance or Equity Issuance, the
Borrower shall prepay the then outstanding Advances in an amount equal to one
hundred percent (100%) of such Net Cash Proceeds."
4.8. The following are inserted as new Sections 5.03(v) and 5.03(w) of
the Credit Agreement:
"(v) Monthly Financials. As soon as available and in any event within
twenty (20) days after the end of each fiscal month, a Consolidated
statement of income of the Borrower and its Subsidiaries and a
consolidating statement of income of the Borrower and its Significant
Subsidiaries, for (i) the period commencing at the end of the previous
fiscal month and ending with the end of such fiscal month and (ii) the
period commencing at the end of the previous Fiscal Year and ending
with the end of such fiscal month, setting forth in each case in
comparative form the corresponding figures for the corresponding period
of the preceding Fiscal Year and the corresponding figures from the
budgeted forecasts delivered pursuant to Section 5.03(e) for such
period and for the Fiscal Year which includes such period, all in
reasonable detail and duly certified by the chief financial officer of
the Borrower as having been prepared in accordance with GAAP (subject
to normal quarterly adjustments and year-end audit adjustments),
together with a certificate of said officer stating that no Default has
occurred and is continuing or, if a Default has occurred and is
continuing, a statement as to the nature thereof and the action that
the Borrower has taken and proposes to take with respect thereto.
(w) Monthly Accounts Receivable Aging. As soon as available and in any
event within ten (10) days after the end of each of fiscal month, a
monthly trial balance showing accounts receivable, as controlled by
CMBIS, aged from invoice date as follows: 1 to 30 days, 31 to 60 days,
61 to 90 days and 91 days or more, accompanied by such supporting
detail and documentation as shall be requested by the Administrative
Agent in its reasonable discretion."
-4-
4.9. The following is inserted as a new clause (x) at the end of
Section 5.02(b) of the Credit Agreement (Debt):
"(x) in the case of the Borrower, Debt owed to Audubon Luxembourg,
provided, that (A) the amount of such Debt shall not exceed the amount
of cash actually received by the Borrower from Audubon Luxembourg, (B)
such Debt is evidenced by a promissory note or notes, (C) such
promissory note or notes are pledged to the Administrative Agent
pursuant to the terms of the Security Agreement and (D) no payments of
principal under such note or notes shall be payable in cash prior to
the later of (x) the Termination Date and (y) June 6, 2007."
4.10. Section 5.04(a) of the Credit Agreement (Funded Debt to EBITDA
Ratio) is amended by resetting the financial covenants contained therein for the
periods provided below to the new levels set forth below:
Four Fiscal Quarters ending on: Ratio
------------------------------- -----
June 30, 2002 6.00 to 1.0
September 29, 2002 6.15 to 1.0
December 29, 2002 6.25 to 1.0
4.11. Section 5.04(b) of the Credit Agreement (Interest Coverage Ratio)
is amended by resetting the financial covenants contained therein for the
periods provided below to the new levels set forth below:
Four Fiscal Quarters ending on: Ratio
------------------------------- -----
June 30, 2002 1.75 to 1.0
September 29, 2002 1.75 to 1.0
December 29, 2002 1.75 to 1.0
4.12. Section 5.04(c) of the Credit Agreement (Fixed Charge Coverage
Ratio) is amended by resetting the financial covenants contained therein for the
periods provided below to the new levels set forth below:
Four Fiscal Quarters ending on: Ratio
------------------------------- -----
June 30, 2002 1.35 to 1.0
September 29, 2002 1.35 to 1.0
December 29, 2002 1.40 to 1.0
4.13. Section 5.04(d) of the Credit Agreement (Minimum Net Worth) is
amended and restated in its entirety to read as set forth below:
"(d) Minimum Net Worth. Maintain, as of the last day of each fiscal
quarter, an excess of Consolidated total assets over Consolidated total
liabilities of the Borrower and
-5-
its Subsidiaries of not less than (i) $66,600,000 plus (ii) 75% of
Consolidated positive net income (and excluding 100% of Consolidated
net losses) of the Borrower and its Subsidiaries since March 30, 2002
to and including each date of determination computed on a cumulative
basis for said entire period."
4.14. Section 5.04(e) of the Credit Agreement (Minimum EBITDA) is
amended by resetting the financial covenants contained therein for the fiscal
quarters provided below to the new levels set forth below:
Fiscal Quarter ending on: Amount
------------------------- ------
June 30, 2002 $12,000,000
September 29, 2002 $12,250,000
December 29, 2002 $12,500,000"
5. Additional Covenants.
5.1. If the Borrower has not prepaid the Revolving Credit Advances by
at least $50,000,000 and correspondingly permanently reduced the Revolving
Credit Facility by at least $50,000,000 on or before September 29, 2002, then:
(a) on September 29, 2002, the Borrower and each of its
Domestic Subsidiaries shall enter into a new cash management system,
which shall include a cash collateral account, with the Administrative
Agent and each bank at which the Borrower or such Subsidiary maintains
a bank account, such cash management system to be in form and substance
satisfactory to the Administrative Agent; and
(b) from and after September 29, 2002, the Borrower shall
permit the Administrative Agent to conduct at any time and from time to
time such commercial finance examinations and/or Collateral audits of
the Borrower and its Subsidiaries as the Administrative Agent may
request.
6. Pricing.
6.1. On the date of this Amendment, the Borrower shall pay an amendment
fee to the Administrative Agent, for the account of each Lender which has
approved this Amendment, as evidenced by such Lender's timely execution and
delivery of a counterpart signature page to this Amendment (each such Lender
being an "Approving Lender"), in an amount equal to 0.10% (i.e. 10.0 basis
points) of such Approving Lender's Revolving Credit Commitment immediately after
giving effect to the reduction of the Revolving Credit Commitments set forth in
Section 4.1 of this Amendment.
6.2. On September 29, 2002, (a) the Borrower shall pay to the
Administrative Agent, for the benefit of the Lenders, a fee in the amount of
$187,500 and (b) all of the Applicable Margins then in effect shall
automatically be increased by 0.25% (i.e., 25 basis points); provided, however,
that, if the Borrower has prepaid the Revolving Credit Advances by at least
-6-
$50,000,000 and correspondingly permanently reduced the Revolving Credit
Facility by at least $50,000,000 on or before September 29, 2002, then such fee
shall not be payable and such pricing change shall not become effective.
6.3. On December 29, 2002, (a) the Borrower shall pay to the
Administrative Agent, for the benefit of the Lenders, a fee in the amount of
$187,500 and (b) all of the Applicable Margins then in effect shall
automatically be increased by 0.25% (i.e., 25 basis points); provided, however,
that, if the Borrower has prepaid the Revolving Credit Advances by at least
$50,000,000 and correspondingly permanently reduced the Revolving Credit
Facility by at least $50,000,000 on or before December 29, 2002, then such fee
shall not be payable and such pricing change shall not become effective.
7. Possible Transactions.
7.1. Notwithstanding any other provision of the Credit Agreement or any
other Loan Document to the contrary, the Administrative Agent and Lender Parties
hereby consent to the sale by the Borrower of common stock or the issuance by
the Borrower of senior unsecured debt or subordinated debt; provided, that, all
of the following conditions are met with respect to any such transaction (any
such transaction being a "Possible Transaction"):
(a) The entire Net Cash Proceeds from any such Possible
Transaction shall be used to prepay Advances under the Credit
Agreement, such prepayment to result in a corresponding permanent
reduction of the Revolving Credit Facility in the amount of such
prepayment.
(b) As to any such Possible Transaction which is an issuance
of common stock of the Borrower, such transaction shall be consummated
in compliance with the terms of the Credit Agreement, including,
without limitation, Section 5.02(r)(ii) of the Credit Agreement.
(c) As to any such Possible Transaction which is an issuance
of senior unsecured or subordinated debt, the terms and conditions of
such transaction and such senior unsecured or subordinated debt,
including, without limitation, the subordination provisions thereof,
shall be satisfactory in form and substance to the Administrative
Agent.
(d) Any such Possible Transaction is conducted and consummated
in compliance with the Senior Subordinated Note Documents.
8. Representations and Warranties of the Borrower. The Borrower hereby
represents and warrants as follows:
8.1. Each of the representations and warranties set forth in the Credit
Agreement, including, without limitation, in Article IV of the Credit Agreement,
and in each other Loan Document, is true, correct and complete on and as of the
date hereof as though made on the date hereof. In addition, the Borrower hereby
represents, warrants and affirms that the Credit Agreement and each of the other
Loan Documents remains in full force and effect.
-7-
8.2. As of the date hereof and after giving effect to this Amendment,
there exists no Default or Event of Default under the Credit Agreement or any
other Loan Document, and no event which, with the giving of notice or lapse of
time, or both, would constitute a Default or Event of Default.
8.3. The execution, delivery and performance by each applicable Loan
Party of this Amendment and/or the reaffirmations and confirmations attached
hereto and each other Loan Document are within such Loan Party's corporate
powers, have been duly authorized by all necessary corporate action, and do not,
and will not, (i) contravene such Loan Party's charter or bylaws, (ii) violate
any law (including, without limitation, the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended), rule, regulation
(including, without limitation, any Regulation of the Board of Governors of the
Federal Reserve System), order, writ, judgment, injunction, decree,
determination or award, (iii) conflict with or result in the breach of, or
constitute a default under, any material contract, loan agreement, indenture
(including, without limitation, the Senior Subordinated Note Indenture),
mortgage, deed of trust, lease or other material instrument or agreement binding
on or affecting any Loan Party, any of its Subsidiaries or any of their
respective properties or (iv) except for the Liens created under the Collateral
Documents, result in or require the creation or imposition of any Lien upon or
with respect to any of the properties of any Loan Party or any of its
Subsidiaries. Neither any Loan Party nor any of its Subsidiaries is in violation
of any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or in breach of any such contract, loan agreement,
indenture (including, without limitation, the Senior Subordinated Note
Indenture), mortgage, deed of trust, lease or other instrument or agreement, the
violation or breach of which could reasonably be expected to have a Material
Adverse Effect.
8.4. Each of this Amendment and each other Loan Document has been duly
executed and delivered by each Loan Party party hereto and thereto. Each of this
Amendment and each other Loan Document is the legal, valid and binding
obligation of each Loan Party party hereto and thereto, enforceable against such
Loan Party in accordance with its terms.
8.5. No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other third
party is required for (i) the due execution, delivery, recordation, filing or
performance by any Loan Party of this Amendment, any other Loan Document or any
other agreement or document related hereto or thereto or contemplated hereby or
thereby to which it is or is to be a party or otherwise bound, (ii) the grant by
any Loan Party of the Liens granted by it pursuant to the Collateral Documents,
(iii) the perfection or maintenance of the Liens created by the Collateral
Documents (including the first priority nature thereof) or (iv) the exercise by
the Administrative Agent or any Lender Party of its rights under the Loan
Documents or remedies in respect of the Collateral pursuant to the Collateral
Documents.
-8-
9. Conditions Precedent to this Amendment. The effectiveness of this
Amendment is subject to the satisfaction, in form and substance satisfactory to
the Administrative Agent, of each of the following conditions precedent:
9.1. The Borrower and Lenders shall have duly executed and delivered
this Amendment and each other Loan Party shall have duly executed the attached
Acknowledgment and Ratification in connection with this Amendment
9.2. After giving effect to this Amendment, no Default or Event of
Default shall have occurred and be continuing.
9.3. The representations and warranties contained in Section 8 of this
Amendment, the Credit Agreement and each other Loan Document shall be true,
correct and complete on and as of the closing date of this Amendment as though
made on such date.
9.4. The Borrower shall have paid the amendment fee provided for in
Section 6.1 of this Amendment.
9.5. The Borrower and the other Loan Parties shall have taken all such
other actions and executed and delivered all such other agreements, instruments,
certificates and documents, if any, as the Administrative Agent shall have
reasonably requested.
10. Reference to and Effect Upon the Credit Agreement and other Loan
Documents.
10.1. Except as specifically set forth in this Amendment, the Credit
Agreement and each of the other Loan Documents shall remain in full force and
effect and each is hereby ratified and confirmed.
10.2. Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or any
other word or words of similar import shall mean and be a reference to the
Credit Agreement as amended hereby, and each reference in any other Loan
Document to the Credit Agreement or any word or words of similar import shall
mean and be a reference to the Credit Agreement as amended hereby.
11. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument. Delivery of
an executed counterpart to this Amendment by telecopier shall be as effective as
delivery of a manually executed counterpart of this Amendment.
12. Costs and Expenses. The Borrower shall pay on demand all reasonable
fees, costs and expenses incurred by Administrative Agent (including, without
limitation, all reasonable attorneys' fees) in connection with the preparation,
execution and delivery of this Amendment and the taking of any actions by any
Person in connection herewith.
-9-
13. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW YORK.
14. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
[signature pages follow]
-10-
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
on the date first above written.
COLUMBUS XXXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
ACKNOWLEDGMENT AND RATIFICATION
The undersigned hereby acknowledge and agree to this Amendment, and
agree that the Guaranty, the Security Agreement and the Intellectual Property
Security Agreement, and each other Loan Document executed by the undersigned
shall remain in full force and effect and each is hereby ratified and confirmed
by and on behalf of the undersigned, this 6th day of June 2002.
AUDUBON WEST, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
LICO STEEL, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
CRANE EQUIPMENT & SERVICE, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
YALE INDUSTRIAL PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
Lenders
FLEET NATIONAL BANK, as Administrative
Agent, Initial Issuing Bank, Swing Line Bank
and Lender
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
Lenders
ABN-AMRO BANK N.V. NEW YORK
BRANCH, as a Co-Agent and Lender
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
-----------------------------
Title: Vice President
----------------------------
By: /s/ Xxxxx X. Trantwein
-------------------------------
Name: Xxxxx X. Trantwein
-----------------------------
Title: Vice President
----------------------------
Lenders
THE BANK OF NOVA SCOTIA, as a Co-Agent and
Lender
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
-----------------------------
Title: Managing Director
----------------------------
Lenders
MANUFACTURERS AND TRADERS TRUST COMPANY, as
a Co-Agent and Lender
By: /s/ Juffray P. Kapefick
-------------------------------
Name: Juffray P. Kapefick
-----------------------------
Title: Vice President
----------------------------
Lenders
HSBC BANK USA (formerly known as Marine
Midland Bank), as a Co-Agent and Lender
By: /s/ Xxxx X. Tiarney
-------------------------------
Name: Xxxx X. Tiarney
-----------------------------
Title: Vice President
----------------------------
Lenders
COMERICA BANK
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
-----------------------------
Title: Account Officer
----------------------------
Lenders
WACHOVIA BANK, NA
By: /s/ Xxxxxx Xxxxx
-------------------------------
Name: Xxxxxx Xxxxx
-----------------------------
Title: Director
----------------------------
Lenders
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxx
-------------------------------
Name: Xxxx X. Xxxxx
-----------------------------
Title: Vice President
----------------------------
Lenders
CITIZENS BANK OF PENNSYLVANIA
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxx
-----------------------------
Title: Vice President
----------------------------
Lenders
DEUTSCHE BANK TRUST COMPANY
AMERICAS
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
-----------------------------
Title: Vice President
----------------------------
Lenders
THE BANK OF NEW YORK
By: /s/ Xxxxxxxxx X. Rio
-------------------------------
Name: Xxxxxxxxx X. Rio
-----------------------------
Title: Vice President
----------------------------
Lenders
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
-----------------------------
Title: Vice President
----------------------------
Lenders
NATIONAL CITY BANK OF PENNSYLVANIA
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
