Exhibit 10I
EXECUTION VERSION
FIRST AMENDMENT TO CREDIT AGREEMENT (MULTI-YEAR)
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (MULTI-YEAR) (this
"Amendment"), dated as of March 29, 2002, is entered into by and among AVNET,
INC., a New York corporation ("Avnet"), the several financial institutions party
to the Credit Agreement (Multi-Year) defined below (each a "Lender" and,
collectively, the "Lenders") and BANK OF AMERICA, N.A., as administrative agent
for itself and the other Lenders (in such capacity, the "Administrative Agent").
RECITALS
A. Avnet, each Lender, and the Administrative Agent are parties to that
certain Credit Agreement (Multi-Year) dated as of October 25, 2001 (the "Credit
Agreement") pursuant to which the Administrative Agent and the Lenders have
extended certain credit facilities to Avnet and certain Subsidiaries of Avnet.
B. Avnet has requested that the Lenders agree to certain amendments of
the Credit Agreement.
C. The Lenders are willing to amend the Credit Agreement subject to the
terms and conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings, if any, assigned to them in the Credit
Agreement.
2. Amendments to Credit Agreement. The Credit Agreement shall be
amended as follows, effective as of the Effective Date:
(a) Section 1.01 of the Credit Agreement shall be amended at
the definition of "Applicable Rate" by deleting the pricing grid appearing
therein and replacing it with the following:
APPLICABLE RATE
Eurocurrency Rate Loans
Category Debt Ratings Facility Fee & Letters of Credit Base Rate Loans
-------- ------------ ------------ ------------------- ---------------
1 A/A2 or better 0.080% 0.445% 0.000%
2 A-/A3 0.100% 0.525% 0.000%
3 BBB+/Baa1 0.125% 0.625% 0.000%
4 BBB/Baa2 0.250% 1.000% 0.000%
5 Lower than BBB/Baa2 0.300% 1.200% 0.000%
(b) Section 1.01 of the Credit Agreement shall be amended at
the definition of "EBITDA" by restating such definition in its entirety to read
as follows:
"EBITDA" means, for any period, in respect of Avnet
and its Subsidiaries on a consolidated basis, without duplication, the
sum of (a) Net Income, plus (b) an amount which, in the determination
of Net Income, has been deducted for (i) Interest Expense, (ii) income
taxes, (iii) depreciation and amortization expense and (iv)
extraordinary items consisting of non-cash losses or non-recurring
non-cash losses, minus (c) an amount which, in the determination of Net
Income for such period, has been included for (i) extraordinary items
consisting of gains and (ii) gains on the sale or other disposition of
assets, plus (d) cash related one-time charges recorded to Avnet's
income statement during the Fiscal Quarter ending nearest June 30, 2001
in an aggregate amount not to exceed $146,000,000 relating to (i) the
merger of Kent Electronics Corporation with and into Avnet pursuant to
an Amended and Restated Merger Agreement and Plan of Merger dated as of
March 21, 2001 and (ii) other restructuring activities.
(c) Section 2.09(c)(iii)(A) of the Credit Agreement shall be
amended by deleting the phrase "September 30, 2001" appearing therein and
replacing it with the phrase "December 31, 2001".
(d) Section 6.11(a) of the Credit Agreement shall be amended
to read in its entirety as follows:
(a) Minimum Interest Coverage Ratio. Avnet and its
Subsidiaries shall maintain, as of the end of each Fiscal Quarter set
forth below (commencing with the Fiscal Quarter ending nearest
September 30, 2001), a ratio of EBITDA to Interest Expense (computed,
(i) with respect to the Fiscal Quarters ending nearest March 31, 2002,
June 30, 2002 and September 30, 2002, for the Fiscal Quarter period
then ending and (ii) with respect to any other Fiscal Quarter, for the
four Fiscal Quarter period then ending) of no less than the correlative
ratios set forth below:
QUARTERLY PERIOD MINIMUM INTEREST COVERAGE RATIO
---------------- -------------------------------
Fiscal Quarter ending nearest September 30, 2001 1.75 to 1.00
Fiscal Quarter ending nearest December 31, 2001 1.75 to 1.00
Fiscal Quarter ending nearest March 31, 2002 1.25 to 1.00
Fiscal Quarter ending nearest June 30, 2002 1.60 to 1.00
Fiscal Quarter ending nearest September 30, 2002 1.90 to 1.00
Fiscal Quarter ending nearest December 31, 2002 2.50 to 1.00
Fiscal Quarter ending nearest March 31, 2003 2.75 to 1.00
Fiscal Quarter ending nearest June 30, 2003 3.00 to 1.00
Fiscal Quarter ending nearest September 30, 2003 3.25 to 1.00
Fiscal Quarter ending nearest December 31, 2003 and thereafter 3.50 to 1.00
2.
(e) Section 6.15 of the Credit Agreement shall be amended to
read in full as follows:
6.15 CAPITAL EXPENDITURES. Avnet shall not, nor shall
it permit any of its Subsidiaries to, make or become legally obligated
to make any expenditure in respect of the purchase or other acquisition
of any fixed or capital asset (excluding normal replacements and
maintenance which are properly charged to current operations), except
for capital expenditures made in the ordinary course of business and
not exceeding (a) $125,000,000 in the aggregate for all such capital
expenditures together during any four consecutive Fiscal Quarter period
ending on or prior to the last day of the Fiscal Quarter ending nearest
June 30, 2002, (b) $135,000,000 in the aggregate for all such capital
expenditures together during the four consecutive Fiscal Quarter period
ending on the last day of the Fiscal Quarter ending nearest September
30, 2002, or (c) $160,000,000 in the aggregate for all such capital
expenditures together during any four consecutive Fiscal Quarter period
ending on or after the last day of the Fiscal Quarter ending nearest
December 31, 2002; provided that Avnet and its Subsidiaries may make or
become legally obligated to make capital expenditures in the ordinary
course of business not exceeding (x) $225,000,000 in the aggregate for
all such capital expenditures together during any four consecutive
Fiscal Quarter period as of the last day of which Avnet has maintained
a ratio of EBITDA to Interest Expense (computed for the four Fiscal
Quarter period then ending) equaling or exceeding 3.50 to 1.00, or (y)
$300,000,000 in the aggregate for all such capital expenditures
together during any four consecutive Fiscal Quarter period as of the
last day of which Avnet has maintained a ratio of EBITDA to Interest
Expense (computed for the four Fiscal Quarter period then ending)
equaling or exceeding 4.00 to 1.00.
(f) Schedule 2 to the form of Compliance Certificate set forth
at Exhibit E of the Credit Agreement shall be amended by restating such Schedule
in its entirety in the form attached hereto as Exhibit A.
3. Representations and Warranties. Avnet hereby represents and warrants
to the Administrative Agent and the Lenders as follows:
(a) No Default or Event of Default has occurred and is
continuing.
(b) The execution, delivery and performance by Avnet of this
Amendment have been duly authorized by all necessary corporate and other action
and do not and will not require any registration with, consent or approval of,
notice to or action by, any Person (including any Governmental Authority) in
order to be effective and enforceable. The Credit Agreement as amended by this
Amendment constitutes the legal, valid and binding obligations of Avnet,
enforceable against it in accordance with its respective terms, without defense,
counterclaim or offset.
(c) All representations and warranties of Avnet contained in
Article V of the Credit Agreement are true and correct as of the Effective Date.
3.
(d) Avnet is entering into this Amendment on the basis of its
own investigation and for its own reasons, without reliance upon the
Administrative Agent and the Lenders or any other Person.
(e) As of the Effective Date, there are no Designated
Borrowers under the Credit Agreement.
4. Effective Date. This Amendment will become effective when each of
the conditions precedent set forth in this Section 4 has been satisfied (the
"Effective Date"):
(a) The Administrative Agent shall have received from each of
Avnet and the Required Lenders a duly executed original (or, if elected by the
Administrative Agent, an executed facsimile copy) counterpart to this Amendment.
(b) The Administrative Agent shall have received from the
secretary or assistant secretary of Avnet a certificate providing satisfactory
evidence of the authorization of the execution, delivery and performance by
Avnet of this Amendment.
(c) The Administrative Agent shall have received from Avnet a
certificate executed by a Responsible Officer of Avnet, dated as of the
Effective Date and certifying that all representations and warranties contained
herein are true and correct on and as of the Effective Date as though made on
and as of such date.
(d) The Administrative Agent shall have received from Avnet
for the ratable account of each Lender executing this Amendment before 2:00 p.m.
(San Francisco time) on March 28, 2002, an amendment fee of 0.20% (20 b.p.)
times such Lender's total Commitment. Such fee shall be fully-earned on the date
so paid and shall be nonrefundable.
(e) Avnet shall have paid to the Arranger for the Arranger's
own account an amendment arrangement fee in an amount separately agreed to
between Avnet and the Arranger, which amendment arrangement fee shall be fully
earned on the date so paid and nonrefundable for any reason whatsoever.
(f) Avnet shall have paid all Attorney Costs of the
Administrative Agent to the extent invoiced prior to the Effective Date
(including any previously invoiced and outstanding Attorney Costs that relate to
services previously provided), plus such additional amounts of Attorney Costs as
shall constitute the Administrative Agent's reasonable estimate of Attorney
Costs incurred or to be incurred by it through the closing proceedings related
to this Amendment (provided that such estimate shall not thereafter preclude a
final settling of accounts between Avnet and the Administrative Agent).
(g) The Administrative Agent shall have received, in form and
substance satisfactory to it, such additional approvals, consents, opinions,
documents and other information as the Administrative Agent may request.
For purposes of determining compliance with the conditions specified in
this Section 4, each Lender that has executed this Amendment and delivered it to
the Administrative Agent shall be deemed to have consented to, approved or
accepted, or to be satisfied with, each document or
4.
other matter either sent, or made available for inspection, by the
Administrative Agent to such Lender for consent, approval, acceptance or
satisfaction, or required thereunder to be consented to or approved by or
acceptable or satisfactory to such Lender.
5. Reservation of Rights. Avnet acknowledges and agrees that the
execution and delivery by the Administrative Agent and the Required Lenders of
this Amendment shall not (a) be deemed to create a course of dealing or
otherwise obligate the Administrative Agent or any Lender to execute similar
amendments under the same or similar circumstances in the future or (b) be
deemed to create any implied waiver of any right or remedy of the Administrative
Agent or any Lender with respect to any term or provision of any Loan Document.
6. Miscellaneous.
(a) Except as herein expressly amended, all terms, covenants
and provisions of the Credit Agreement are and shall remain in full force and
effect and all references therein to such Credit Agreement shall henceforth
refer to the Credit Agreement as amended by this Amendment. This Amendment shall
be deemed incorporated into, and a part of, the Credit Agreement.
(b) This Amendment shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and
assigns. No third party beneficiaries are intended in connection with this
Amendment.
(c) THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS
9.19, 9.20 AND 9.21 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, WAIVER OF
RIGHT TO TRIAL BY JURY AND JUDGMENT CURRENCY, THE PROVISIONS OF WHICH ARE BY
THIS REFERENCE HEREBY INCORPORATED HEREIN IN FULL.
(d) This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. Each of
the parties hereto understands and agrees that this document (and any other
document required herein) may be delivered by any party thereto either in the
form of an executed original or an executed original sent by facsimile
transmission to be followed promptly by mailing of a hard copy original, and
that receipt by the Administrative Agent of a facsimile transmitted document
purportedly bearing the signature of a Lender or Avnet shall bind such Lender or
Avnet, respectively, with the same force and effect as the delivery of a hard
copy original. Any failure by the Administrative Agent to receive the hard copy
executed original of such document shall not diminish the binding effect of
receipt of the facsimile transmitted executed original of such document of the
party whose hard copy page was not received by the Administrative Agent.
(e) This Amendment, together with the Credit Agreement,
contains the entire and exclusive agreement of the parties hereto with reference
to the matters discussed herein and therein. This Amendment supersedes all prior
drafts and communications with respect thereto. This Amendment may not be
amended except in accordance with the provisions of Section 9.01 of the Credit
Agreement.
5.
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Credit Agreement, respectively.
(g) Avnet covenants to pay to or reimburse the Administrative
Agent and the Lenders, upon demand, for all out-of-pocket costs and expenses
incurred in connection with the development, preparation, negotiation, execution
and delivery of this Amendment.
(h) This Amendment shall constitute a "Loan Document" under
and as defined in the Credit Agreement.
(Remainder of page intentionally left blank)
6.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first above written.
AVNET, INC.
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxxx
------------------------------------
Title: Senior Vice President and Chief
-----------------------------------
Financial Officer
-----------------------------------
(Signature Page to Amendment)
S-1
BANK OF AMERICA, N.A., as the
Administrative Agent, a Lender,
the L/C Issuer and the Swing
Line Lender
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxxx
------------------------------------
Title: Principal
-----------------------------------
(Signature Page to Amendment)
S-2
ABN AMRO BANK N.V., as a Lender
By: /s/ Xxxxx Xxx
-------------------------------------
Name: Xxxxx Xxx
------------------------------------
Title: Vice President
-----------------------------------
By: /s/ Xxxxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxxxx Xxxxx
------------------------------------
Title: Assistant Vice President
-----------------------------------
(Signature Page to Amendment)
S-3
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
------------------------------------
Title: Managing Director
-----------------------------------
(Signature Page to Amendment)
S-4
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------------
Name: X. Xxxxxxxxxx
------------------------------------
Title: Vice President
-----------------------------------
(Signature Page to Amendment)
S-5
BANK ONE, N.A., as a Lender
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
------------------------------------
Title: Director
-----------------------------------
(Signature Page to Amendment)
S-6
CREDIT SUISSE FIRST BOSTON, as a Lender
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
------------------------------------
Title: Associate
-----------------------------------
By: /s/ Xxxx X'Xxxx
-------------------------------------
Name: Xxxx X'Xxxx
------------------------------------
Title: Director
-----------------------------------
(Signature Page to Amendment)
S-7
FIRST UNION NATIONAL BANK, as a Lender
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
------------------------------------
Title: Vice President
-----------------------------------
(Signature Page to Amendment)
S-8
FLEET NATIONAL BANK, as a Lender
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
------------------------------------
Title: S. V. P.
-----------------------------------
(Signature Page to Amendment)
S-9
KBC BANK, N.V., as a Lender
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxx
------------------------------------
Title: First Vice President
-----------------------------------
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxx
------------------------------------
Title: Associate
-----------------------------------
(Signature Page to Amendment)
S-10
THE NORTHERN TRUST COMPANY, as a Lender
By: /s/ Xxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxxx
------------------------------------
Title: Second Vice President
-----------------------------------
(Signature Page to Amendment)
S-11
SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL),
as a Lender
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxxx
------------------------------------
Title: Vice President & Client Executive
-----------------------------------
(Signature Page to Amendment)
S-12
UNICREDITO ITALIANO, NEW YORK BRANCH,
as a Lender
By: /s/ Xxxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxx
------------------------------------
Title: SVP & Manager
-----------------------------------
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxxx
------------------------------------
Title: First Vice President
-----------------------------------
(Signature Page to Amendment)
S-13
EXHIBIT A TO AMENDMENT
(Please see attached restated form of Schedule 2 to Compliance Certificate)
FOR THE QUARTER/YEAR ENDED _________________ (THE "STATEMENT DATE")
SCHEDULE 2
to the Compliance Certificate
($ in 000's)
I. SECTION 6.11(a) - MINIMUM INTEREST COVERAGE RATIO.
A. EBITDA for the four consecutive Fiscal Quarter period ending on or
nearest the Statement Date (the "Subject Period"); provided that, solely
for purposes of calculating Minimum Interest Coverage Ratio hereunder as
of the Statement Dates occurring on or nearest March 31, 2002, June 30,
2002 and September 30, 2002, "Subject Period" shall mean the Fiscal
Quarter period ending on or nearest such Statement Date:
1. Net Income for the Subject Period: $
-----------------
2. Interest Expense for the Subject Period: $
-----------------
3. Provision for income taxes for the Subject
Period: $
-----------------
4. Depreciation expense for the Subject Period: $
-----------------
5. Amortization expense for the Subject Period: $
-----------------
6. Extraordinary items constituting non-cash
losses or non-recurring non-cash losses for
the Subject Period: $
-----------------
7. Cash-related one-time charges recorded to
Avnet's income statement during the Fiscal
Quarter ended nearest June 30, 2001 in an
aggregate amount not to exceed $146,000,000
relating to (a) the merger of Kent Electronics
Corporation with and into Avnet and (b) other
restructuring activities: $
-----------------
8. An amount which, in the determination of
Net Income for the Subject Period, has been
included for (a) extraordinary items
constituting gains and (b) gains on the sale
or other disposition of assets: $
-----------------
9. EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7)
minus (Line I.A.8): $
-----------------
B. Interest Expense for the Subject Period
(Line I.A.2 above): $
-----------------
C. Interest Coverage Ratio: (Line I.A.9 /
Line I.B): ______to 1.00
Schedule 2 to Form of Compliance Certificate
Page 1
Minimum required:
QUARTERLY PERIOD MINIMUM INTEREST COVERAGE RATIO
---------------- -------------------------------
Fiscal Quarter ending nearest September 30, 2001 1.75 to 1.00
Fiscal Quarter ending nearest December 31, 2001 1.75 to 1.00
Fiscal Quarter ending nearest March 31, 2002 1.25 to 1.00
Fiscal Quarter ending nearest June 30, 2002 1.60 to 1.00
Fiscal Quarter ending nearest September 30, 2002 1.90 to 1.00
Fiscal Quarter ending nearest December 31, 2002 2.50 to 1.00
Fiscal Quarter ending nearest March 31, 2003 2.75 to 1.00
Fiscal Quarter ending nearest June 30, 2003 3.00 to 1.00
Fiscal Quarter ending nearest September 30, 2003 3.25 to 1.00
Fiscal Quarter ending nearest December 31, 2003 and thereafter 3.50 to 1.00
II. SECTION 6.11(b) - MINIMUM NET WORTH.
A. Actual Net Worth at the Statement Date: $
-----------------
B. 50% of positive Net Income (without deduction for
loss) for each Fiscal Quarter ending subsequent
to the Fiscal Quarter ended nearest June 30, 2001: $
-----------------
C. 50% of any increase in shareholders' equity (as
determined in accordance with GAAP) resulting
from any issuance of capital stock from and after
the last day of the Fiscal Quarter ended nearest
June 30, 2001: $
-----------------
D. A amount equal to 85% of Net Worth as of the last
day of the Fiscal Quarter ended nearest June 30,
2001: $
------------------
E. Minimum required Net Worth (Lines II.B + II.C +
II.D): $
-----------------
F. Excess (deficiency) for covenant compliance
(Line II.A - II.E): $
-----------------
III. SECTION 6.11(c) - MAXIMUM LEVERAGE RATIO.
(NOTE: In the event of the consummation of any
Permitted Securitization, Funded Debt and Total
Capitalization shall each be adjusted to include
(without duplication) Attributable Indebtedness of
any Securitization Subsidiary outstanding at such
time)
Schedule 2 to Form of Compliance Certificate
Page 2
A. Funded Debt at the Statement Date: $
------------------
B. Total Capitalization at the Statement Date:
1. Net Worth at the Statement Date: $
------------------
2. Funded Debt at the Statement Date: $
------------------
3. Total Capitalization (Lines III.B.1 +
III.B.2): $
------------------
C. Leverage Ratio (Line III.A / Line III.B.3): __________%
Maximum permitted at any time: 55%
IV. SECTION 6.15 - CAPITAL EXPENDITURES.
A. Aggregate amount of all expenditures made by
Avnet and its Subsidiaries in the ordinary course
of business during the Subject Period in respect
of the purchase or other acquisition of any fixed
or capital asset (excluding normal replacement
and maintenance which are properly charged to
current operations): $
------------------
B. $125,000,000
C. $135,000,000
D. $160,000,000
E. $225,000,000
F. $300,000,000
G. For covenant compliance purposes,
choose one applicable alternative:
1. In respect of any Subject Period ending on
or prior to the last day of the Fiscal
Quarter ending nearest June 30, 2002 for
which Avnet has maintained a ratio of EBITDA
to Interest Expense (computed for the four
Fiscal Quarter period ending on the
Statement Date) of less than 3.50 to 1.00:
(Line IV.A minus Line IV.B): $
------------------
2. In respect of the Subject Period ending on
the last day of the Fiscal Quarter ending
nearest September 30, 2002, if during which
period Avnet has maintained a ratio of
EBITDA to Interest Expense
Schedule 2 to Form of Compliance Certificate
Page 3
(computed for the four Fiscal Quarter period
ending on the Statement Date) of less than
3.50 to 1.00:
(Line IV.A minus Line IV.C): $
------------------
3. In respect of any Subject Period ending on
or after the last day of the Fiscal Quarter
ending nearest December 31, 2002 for which
Avnet has maintained a ratio of EBITDA to
Interest Expense (computed for the four
Fiscal Quarter period ending on the
Statement Date) of less than 3.50 to 1.00:
(Line IV.A minus Line IV.D): $
------------------
4. In respect of any Subject Period during
which Avnet has maintained a ratio of EBITDA
to Interest Expense (as computed for the
four Fiscal Quarter period ending on the
Statement Date) equaling or exceeding 3.50
to 1.00:
(Line IV.A minus Line IV.E): $
------------------
5. In respect of any Subject Period during
which Avnet has maintained a ratio of EBITDA
to Interest Expense (as computed for the
four Fiscal Quarter period ending on the
Statement Date) equaling or exceeding 4.00
to 1.00:
(Line IV.A minus Line IV.F): $
------------------
Covenant compliance: Yes [ ] No [ ]
V. SECTION 2.08(c) - LEVERAGE FEE.
A. EBITDA for four consecutive fiscal quarters
ending on the Statement Date: $
------------------
B. Amount of Funded Debt existing as of the
last day of the Leverage Fee Reference
Quarter, other than (I) Obligations existing
on such day, (II), if such agreement is then
in effect, "Obligations" as defined in and
incurred under the 364-Day Credit Agreement
as of such day, and (III), if such agreement
is then in effect, "Obligations" as defined
in and incurred under the Term Loan Credit
Agreement as of such day: $
------------------
C. Attributable Indebtedness of any Securitization
Subsidiary outstanding as of the Statement Date: $
------------------
Schedule 2 to Form of Compliance Certificate
Page 4
