Lenders’ Participation in Letters of Credit Immediately upon the issuance by the Issuing Lender of any Letter of Credit each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Commitment Percentage of the liability of the Issuing Lender with respect to such Letter of Credit and each Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Issuing Lender to pay and discharge when due, such Lender’s Commitment Percentage of the Issuing Lender’s liability under such Letter of Credit. In addition, upon the making of each payment by a Lender to the Agent for the account of the Issuing Lender in respect of any Letter of Credit pursuant to Section 2.3(j), such Lender shall, automatically and without any further action on the part of the Agent, the Issuing Lender or such Lender, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation owing to the Issuing Lender by the Borrower in respect of such Letter of Credit and (ii) a participation in a percentage equal to such Lender’s Commitment Percentage in any interest or other amounts payable by the Borrower in respect of such Reimbursement Obligation (other than the Fees payable to the Issuing Lender pursuant to Section 3.6(b)(ii)).
New Lenders Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fourth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fourth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fourth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder.
COMMITMENTS AND PRO RATA SHARES LENDER COMMITMENT PRO RATA SHARE -------------------------------------------------------------------------- Bank of America, N.A. $ 50,000,000 33.333333335% U.S. Bank National Association $ 23,000,000 15.333333333% KeyBank National Association $ 23,000,000 15.333333333% Wachovia Corporation $ 23,000,000 15.333333333% The Bank of New York $ 15,500,000 10.333333333% Comerica Bank $ 15,500,000 10.333333333% TOTAL $150,000,000 100.000000000% SCHEDULE 5.11 ENVIRONMENTAL MATTERS SCHEDULE 5.13 SUBSIDIARIES AND OTHER EQUITY INVESTMENTS Part (a). Subsidiaries. Part (b). Other Equity Investments. SCHEDULE 7.1 EXISTING LIENS SCHEDULE 7.4 EXISTING INVESTMENTS SCHEDULE 7.5 EXISTING INDEBTEDNESS SCHEDULE 10.2 EURODOLLAR AND DOMESTIC LENDING OFFICES, ADDRESSES FOR NOTICES ABM INDUSTRIES INCORPORATED 100 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000-0000 Attn: Gxxxxx X. Xxxxxx Senior Vice President and Chief Financial Officer Telephone: 400-000-0000 Facsimile: 415-733-5123 Electronic Mail: gxxxxxx@xxx.xxx With a copy to: ABM Industries Incorporated 100 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000-0000 Attn: General Counsel Telephone: 400-000-0000 Facsimile: 400-000-0000 BANK OF AMERICA Administrative Agent's Office and Bank of America's Lending Office (for payments and Requests for Credit Extensions): Bank of America, N.A. Commercial Agency Management 800 Xxxxx Xxxxxx, Xxxxx 37 Mail Code: WA1-501-37-20 Sxxxxxx, XX 00000 Attn: Kxx Xxxx Telephone: 200-000-0000 Facsimile: 200-000-0000 Email: kxx.xxxx@xxxxxxxxxxxxx.xxx L/C Issuer: Bank of America, N.A. Trade Operations-Los Angeles #22621 300 X. Xxxxxxx Avenue, 19th Floor Mail Code: CA9-703-19-23 Lxx Xxxxxxx, XX 00000-0000 Attn: Sxxxxx Xxxx Telephone: 200-000-0000 Facsimile: 200-000-0000 Email: Sxxxxx.Xxxx@xxxxxxxxxxxxx.xxx Other Notices as a Lender: Bank of America, N.A. 300 Xxxxxxxxxx Xxxxxx San Francisco, CA 94104 Attn: Lxxx X. Xxxxxx Telephone: 400-000-0000 Facsimile: 400-000-0000 Email: lxxx.xxxxxx@xxxxxxxxxxxxx.xxx U.S. BANK NATIONAL ASSOCIATION Requests for Credit Extensions: U.S. Bank National Association 500 X.X. Xxx Xxxxxx, XX-0 Xxxxxxxx, XX 00000 Attn: Lxxxxx Xxxxxxxx Telephone: 500-000-0000 Facsimile: 500-000-0000 Email: lxxxxx.xxxxxxxx@xxxxxx.xxx Account No. 00340012160600 Ref: ABM Industries ABA# 100-000-000 Notices (other than Requests for Credit Extensions): U.S. Bank National Association 500 X.X. Xxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attn: Dxxxxxx X. Xxxx Telephone: 500-000-0000 Facsimile: 500-000-0000 Email: dxxxxxx.xxxx@xxxxxx.xxx KEYBANK NATIONAL ASSOCIATION Requests for Credit Extensions: KeyBank National Association Western Loan Services Specialty Services 400 X. Xxxxxxxxxx Xxxxxxxxx Xxxxx, XX 00000 Telephone: 800-000-0000 Facsimile: 800-000-0000 Account No. 3072 Ref: Specialty Team ABA# 100000000 Notices (other than Requests for Credit Extensions): KeyBank National Association 600 000xx Xxxxxx XX 0xx Xxxxx Mailcode: WA-31-18-0512 Bxxxxxxx, XX 00000 Attn: Mxxxxxx X. Xxxx Telephone: 400-000-0000 Facsimile: 400-000-0000 Email: Mxxxxxx.X.Xxxx@kxxxxxx.xxx WACHOVIA BANK, NATIONAL ASSOCIATION Requests for Credit Extensions: Wachovia Corporation 200 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: LxXxxxxx Xxxxx Telephone: 700-000-0000 Facsimile: 700-000-0000 Email: lxxxxxxx.xxxxx@xxxxxxxx.xxx Account No. 145916-8000000 Ref: ABM Industries, Inc. ABA# 000000000 Notices (other than Requests for Credit Extensions): Wachovia Bank, National Association One Wachovia Center 300 Xxxxx Xxxxxxx Xxxxxx XX0000 - 5th Floor Cxxxxxxxx, XX 00000 Attn: Axxx Xxxxxx Telephone: 700-000-0000 Facsimile: 700-000-0000 Email: axxx.xxxxxx@xxxxxxxx.xxx THE BANK OF NEW YORK Requests for Credit Extensions: The Bank of New York Oxx Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Dxxx Xxxxxxxx Telephone: 200-000-0000 Facsimile: 212-635-6399/6877 Account No. GLA111556 Ref: ABM Industries, Inc. ABA# 000000000 Notices (other than Requests for Credit Extensions): The Bank of New York 10000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attn: Exxxxxxxx X. Xxxx Telephone: 300-000-0000 Facsimile: 300-000-0000 COMERICA BANK Requests for Credit Extensions: Comerica Bank 3000 Xxxxxx Xxxxxx Parkway Suite 350 Las Vegas, NV 89109 Attn: Rxxxxx X. XxXxxxx Telephone: 700-000-0000 Facsimile: 700-000-0000 Email: rxxxxx_x_xxxxxxx@xxxxxxxx.xxx Account No. 21585-90010 Ref: ABM Industries, Inc. ABA# 000000000 Notices (other than Requests for Credit Extensions): Comerica Bank 1000 Xxxx Xxxxxx Xxxxx 0000 Xxxxxx, XX 00000 Attn: Jxxx X. Xxxxxxxxx Telephone: 900-000-0000 Facsimile: 900-000-0000 Email: jxxx_x_xxxxxxxxx@xxxxxxxx.xxx EXHIBIT A FORM OF REVOLVING LOAN NOTICE Date: ___________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of June 28, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined) among ABM Industries Incorporated, a Delaware corporation (the "Company"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests (select one): [ ] A Borrowing of Revolving Loans [ ] A conversion or continuation of Loans
