AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.42
This Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of December 14,
2007 (this “Amendment”), is entered into by and among WESCO Distribution, Inc., a Delaware
corporation (“WESCO Distribution”), WESCO Equity Corporation, a Delaware corporation
(“WESCO Equity”), Herning Enterprises, Inc., a Delaware corporation (“Herning”),
WESCO Nevada, Ltd., a Nevada corporation (“WESCO Nevada”), Xxxxxxx-Xxxxx Company, an
Arkansas corporation (“Xxxxxxx-Xxxxx”), Communications Supply Corporation, a Connecticut
corporation (“CSC”), Xxxxxxx Wire & Cable Corporation, a Delaware corporation
(“Xxxxxxx”), and Liberty Wire & Cable, Inc., a Delaware corporation (“Liberty” and,
together with WESCO Distribution, WESCO Equity, Herning, WESCO Nevada, Xxxxxxx-Xxxxx, CSC and
Xxxxxxx, the “US Borrowers” and each individually as a “US Borrower”); WESCO
Distribution Canada LP, an Ontario limited partnership (“WESCO DC LP” or “Canadian
Borrower” and, together with the US Borrowers, the “Borrowers”, and each individually,
a “Borrower”); the other Credit Parties; General Electric Capital Corporation, a Delaware
corporation (in its individual capacity, “GE Capital”), for itself, as a US Lender, and as
Agent for US Lenders with respect to Loans and other credit made available to US Borrowers and as
an agent for Canadian Agent and all Lenders with respect to Collateral owned by a US Credit Party;
GE Canada Finance Holding Company, a Nova Scotia unlimited liability company (“GE Capital
Canada”), as a Canadian Lender and as Canadian Agent (Canadian Agent and Agent being defined as
the “Agents”) for Loans and other credit made available to Canadian Borrowers and as agent
for Canadian Lenders with respect to Collateral owned by a Canadian Credit Party; the other US
Lenders that are parties hereto and the other Canadian Lenders that are parties hereto.
RECITALS
A. Borrowers, the other Credit Parties, Agents and Lenders are parties to that certain Third
Amended and Restated Credit Agreement, dated as of November 1, 2006, including all annexes,
exhibits and schedules thereto (as from time to time amended, restated, supplemented or otherwise
modified, the “Credit Agreement”).
B. Borrowers and the other Credit Parties have requested that Agents and Lenders consent to
certain transactions as described below in this Amendment and Agents and Lenders are willing to do
so as and to the extent, and solely as and to the extent, and subject to the terms and conditions
set forth in this Amendment.
C.
Borrowers and the other Credit Parties have requested that Agents and Lenders agree to amend
the Credit Agreement as and to the extent set forth in this Amendment and Agents and Lenders are
willing to do so as and to the extent, and solely as and to the extent, and subject to the terms
and conditions set forth in this Amendment.
D. This Amendment shall constitute a Loan Document and these Recitals shall be construed as
part of this Amendment.
NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter
contained, and of the Loans and other extensions of credit heretofore, now or hereafter made to, or
for the benefit of, US Borrowers by US Lenders and Canadian Borrower by Canadian Lenders,
Borrowers, the other Credit Parties, Agents and Lenders 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 and
Annex A thereto.
2. Amendments.
2.1. The third Whereas clause to the Credit Agreement is hereby amended by deleting the dollar
amount of “$50,000,000” contained therein and replacing it with the dollar amount “$55,000,000.”
2.2. Section 1.1(a) (Revolving Credit Facility) of the Credit Agreement is
hereby amended by deleting the dollar amount of “$65,000,000” contained in clause (i) thereof and
replacing such with the dollar amount “$75,000,000”.
2.2 Section 6.1 (Mergers, Subsidiaries, Etc.) is hereby amended to add the
following subsection (v) to the first paragraph thereof:
“(v) the formation by Xxxxxxx-Xxxxx of XXXX LLC,”
2.3. Section 6.2 (Investments; Loans and Advances) of the Credit Agreement is
hereby amended by deleting the word “and” immediately preceding clause (i) of such Section 6.2,
replacing the period immediately following clause (i) of such Section with a semi-colon, and
inserting the following new language immediately after clause (i) of such Section:
“(j) WESCO and Xxxxxxx-Xxxxx may make investments, in the form of
intercompany loans to XXXX LLC, to the extent permitted in Section
6.3(a)(xxxi);
(k) Xxxxxxx-Xxxxx may make an investment in WESCO Distribution in the form
of purchase money debt in exchange for the XXXX LLC Equity Interests, to the
extent permitted in Section 6.3(a)(xxxii); and
(l) Xxxxxxx-Xxxxx may make investments in XXXX LLC by transferring the XXXX
Assets to XXXX LLC in exchange for 100% of the equity interests in XXXX LLC
(the “XXXX LLC Equity Interests”); provided, that, within eight (8) Business
Days of doing so, Xxxxxxx-Xxxxx and/or, if Xxxxxxx-Xxxxx has sold any of the
XXXX LLC Equity Interests to WESCO Distribution as permitted pursuant to
Section 6.8(g), WESCO Distribution,
shall pledge and deliver all XXXX LLC Equity Interests then owned by
Xxxxxxx-Xxxxx and/or WESCO Distribution, as applicable, to Agent, as
additional collateral security for the Obligations (it being acknowledged
and agreed (i) that at the time of sale of 60% of the XXXX LLC Equity
Interests to Deutsch (as hereinafter defined) as provided in Section 6.8(h)
the Agent shall release the pledge which it holds in such remaining 60% of
the XXXX LLC Equity Interests, and (ii) that at the time of contribution of
the XXXX Assets to XXXX LLC that the Agent shall release all liens on the
XXXX Assets held by the Agent for the benefit of the Agent and the
Lenders.)”
2.4. Section 6.3 (Indebtedness) of the Credit Agreement is hereby amended by
deleting the word “and” immediately preceding clause (a)(xxx) of such Section 6.3, replacing the
period immediately following clause (a)(xxx) of such Section with a semi-colon, and inserting the
following new language immediately after clause (a)(xxx) of such Section:
“(xxxi) Indebtedness consisting of intercompany loans and advances made by
WESCO Distribution and/or Xxxxxxx-Xxxxx to XXXX LLC after, and only after,
consummation of the asset sale transaction contemplated by Section
6.8(g); provided, that (A) XXXX LLC shall have executed and delivered to
WESCO Distribution and Xxxxxxx-Xxxxx, as applicable, a note with a maturity
not in excess of two years to evidence any and all such intercompany
Indebtedness owing at any time, each of which Intercompany Notes shall be in
form and substance satisfactory to Agent (and may, at the option of
Borrowers, be an interest bearing note) and shall be pledged and delivered
to Agent as additional collateral security for the Obligations; (B) at the
time any such intercompany loan or advance is made and after giving effect
thereto, no Default or Event of Default shall have occurred and be
continuing; and (C) the aggregate balance of all such intercompany loans and
advances made by WESCO Distribution and Xxxxxxx-Xxxxx to XXXX LLC shall not
exceed $3,000,000 at any one time outstanding; and
(xxxii) Indebtedness consisting of purchase money indebtedness owed to
Xxxxxxx-Xxxxx by WESCO Distribution in the form of a purchase money note,
executed by WESCO Distribution as consideration for the sale of the XXXX
LLC Equity Interests by Xxxxxxx-Xxxxx to WESCO Distribution at the time of
consummation of such sale transaction; provided, that (A) WESCO Distribution
shall have executed and delivered to Xxxxxxx-Xxxxx, a demand note (the
“WDI-CB Promissory Note”) to evidence such intercompany
Indebtedness, which WDI-CB Promissory Note shall be subordinated to the
Obligations on terms acceptable to the Agent and otherwise in form and
substance satisfactory to Agent (and may, at the option of Borrowers, be an
interest bearing note) and shall be pledged and delivered to Agent as
additional collateral security for the Obligations; and (B) at the time any
such intercompany Indebtedness is incurred and after
giving effect thereto, no Default or Event of Default shall have occurred
and be continuing.”
2.5. Section 6.8 (Sale of Stock and Assets) of the Credit Agreement is hereby amended
by deleting the word “and” immediately preceding clause (f) of such Section 6.8, replacing the
period immediately following clause (f) of such Section with a semi-colon, and inserting the
following new language immediately after clause (f) of such Section:
“(g) the sale of the XXXX LLC Equity Interests by Xxxxxxx-Xxxxx to WESCO
Distribution in return for the WDI-CB Promissory Note; provided,
that, within eight (8) Business Days of doing so, WESCO Distribution, shall
pledge and deliver all XXXX LLC Equity Interests then owned by WESCO
Distribution to Agent, as additional collateral security for the Obligations
(it being acknowledged and agreed that at the time of sale of either (A) 60%
of the XXXX LLC Equity Interests to Deutsch as provided in Section 6.8(h) or
(B) 40% of the XXXX LLC Equity Interests to Deutsch as provided in Section
6.8(i), the Agent shall release the pledge which it holds in such 60% or
40%, as applicable, of the XXXX LLC Equity Interests.);
(h) the sale of 60% of the XXXX LLC Equity Interests by WESCO Distribution
to Deutsch Engineered Connecting Devices, Inc. and/or an affiliate thereof
(“Deutsch”) for consideration consisting of not less than $60,000,000 in
cash, plus a promissory note payable to WESCO Distribution in the
amount of not less than $15,000,000 (the “Deutsch Promissory
Note”), all on terms reasonably acceptable to Agent; provided,
that (i) the Deutsch Promissory Note shall be pledged and delivered
to Agent as additional security for the Obligations, (ii) the remaining 40%
of the XXXX LLC Equity Interests held by WESCO Distribution shall be pledged
and delivered to Agent as additional security for the Obligations and (iii)
any and all cash proceeds received by WESCO Distribution or any other
Borrower or Credit Party under the transactions contemplated by this clause
(h) shall be applied to the then outstanding Obligations in accordance with
Section 1.3(b)(ii); and
(i) the sale pursuant to the exercise of an option (and the granting of such
option) or pursuant to a tag-along or drag —along by WESCO Distribution to
Deutsch of the remaining 40% of the XXXX LLC Equity Interests for a cash
purchase price of at least $40,000,000 to be paid at the time of the
exercise of such option, such option to be on terms and conditions
reasonably acceptable to Agent; provided, that, any and all
cash proceeds received by WESCO Distribution or any other Borrower or Credit
Party under the transactions contemplated by this clause (h), shall be
applied to the outstanding Obligations in accordance with Section
1.3(b)(ii) (it being acknowledged and agreed that at the time of
exercise of such option and payment of such cash purchase price the Agent
shall release the pledge
which it holds in such remaining 40% of the XXXX LLC Equity Interests).”
2.6. The definition of the term “Commitment Termination Date” contained in Annex A
(Definitions) to the Credit Agreement is hereby amended by deleting the words “November 1,
2012” from clause (a) of such definition and replacing it with the words “November 1, 2013”.
2.7. (a) The definition of the term “Canadian Revolving Loan” contained in Annex A
(Definitions) to the Credit Agreement is hereby amended by deleting the dollar amount
“$65,000,000” from clause (b) of such definition and replacing them with the dollar amount
“75,000,000”.
(b) Annex J to the Credit Agreement is hereby amended to reflect the increased
Canadian Revolving Loan Commitments of the specified Canadian Lenders, all as and to
the extent set forth on Exhibit I to Amendment No. 2 to the Third Amended and
Restated Credit Agreement, which increased Canadian Revolving Loan Commitments shall
equal $10,000,000, resulting in total Canadian Revolving Loan Commitments of
$75,000,000 as contemplated by clause (a) above.
2.8. The definitions of the terms “Commitments” and “Revolving Loan Commitment” contained in
Annex A (Definitions) to the Credit Agreement are hereby amended by deleting the existing
dollar amount where it appears in such definitions and replacing it with the dollar amount “Three
Hundred and Seventy-Five Million Dollars ($375,000,000).”
2.9. Annex A (Definitions) to the Credit Agreement is hereby further amended by inserting the
following new defined terms in appropriate alphabetical order:
“XXXX Assets” means the assets of the XXXX Division, including approximately
$11,250,000.00 (book value) of accounts receivable and approximately $18,750,000.00 (book value) of
Inventory.”
“XXXX Division” means the division of Xxxxxxx-Xxxxx which is the exclusive distributor
for Deutsch products.”
“XXXX LLC” shall mean XXXX Industries LLC, the newly formed (or to be newly formed)
limited liability company, formed (or to be formed) by Xxxxxxx-Xxxxx, to acquire the XXXX Assets as
contemplated by Section 6.2(l).
2.10. Annex B (Letters of Credit) of the Credit Agreement is hereby amended by
deleting the dollar amount of “$5,000,000” contained in clause (a) thereof and replacing it with
the dollar amount “$10,000,000.”
3. Representations and Warranties. The Borrowers and the other Credit Parties,
jointly and severally, hereby represent and warrant to Agents and Lenders that:
3.1. The execution, delivery and performance by each Borrower and each other Credit Party of
this Amendment have been duly authorized by all necessary corporate, limited liability company or
other constituent document action, and this Amendment constitutes the legal, valid and binding
obligation of each Borrower and each other Credit Party enforceable against each of them in
accordance with its terms, except as the enforcement hereof may be subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’
rights generally or to general principles of equity.
3.2. Each of the execution, delivery and performance of this Amendment by each Borrower and
each other Credit Party and the consummation of the transactions contemplated hereby (i) does not,
and will not, contravene or conflict with any provision of law, any judgment, decree or order, or
the certificate or articles of incorporation or by-laws or limited liability company agreement or
membership agreement or other constituent documents of any Borrower or any other Credit Party, and
(ii) does not, and will not, contravene or conflict with, or cause any Lien to arise under, any
provision of any indenture, agreement, mortgage, lease, instrument or other document binding upon
or otherwise affecting any Borrower or any other Credit Party or any property of any Borrower or
any other Credit Party.
3.3. No Default or Event of Default exists under the Credit Agreement or any other Loan
Document or will exist after or be triggered by the execution, delivery and performance of this
Amendment or the consummation of the Corporate Restructuring Transactions or any of the other
transactions contemplated hereby. In addition, each Borrower and each other Credit Party hereby
represents, warrants and reaffirms that the Credit Agreement and each of the other Loan Documents
to which it is a party remains in full force and effect.
4. Conditions Precedent to Effectiveness. The effectiveness of the consents set forth
in Section 2 hereof and the amendments set forth in Section 3 hereof are subject in
each instance to the satisfaction of each of the following conditions precedent, each in a manner
reasonably satisfactory to Agent:
4.1. Amendment. This Amendment shall have been duly executed and delivered by each
Borrower, each other Credit Party, Agents and all Lenders.
4.2. No Default. No Default or Event of Default shall have occurred and be continuing
or would result from the effectiveness of this Amendment or the consummation of any of the
transactions contemplated hereby.
4.3. Resolutions. Agent shall have received resolutions of each Borrower’s and each
other Credit Party’s Board of Directors or other applicable body, approving and authorizing the
execution, delivery and performance of this Amendment and the transactions to be consummated in
connection with this Amendment, each certified by such entity’s corporate secretary or assistant
secretary as being in full force and effect without any modification or amendment as of the date of
this Amendment.
4.4. Amendment Fee. Borrowers shall have paid to the Agent, for the ratable benefit
of the Lenders, an amendment fee of five (5) basis points (i.e. 0.05%) of the aggregate
Revolving Loan Commitments after giving effect to the $10,000,000 increase to $375,000,000
contemplated by this Agreement.
4.5. Miscellaneous. Agent and Lenders shall have received such other agreements,
instruments and documents as Agent or Lenders may reasonably request.
5. Reference to and Effect Upon the Credit Agreement and other Loan Documents.
5.1. Full Force and Effect. Except as specifically provided herein, the Credit
Agreement and each other Loan Document shall remain in full force and effect and each is hereby
ratified and confirmed by each Borrower and each other Credit Party.
5.2. No Waiver. The execution, delivery and effect of this Amendment shall be limited
precisely as written and shall not be deemed to (i) be a consent to any waiver of any term or
condition, or to any amendment or modification of any term or condition (except as specifically
provided herein) of the Credit Agreement or any other Loan Document or (ii) prejudice any right,
power or remedy which any Agent or any Lender now has or may have in the future under or in
connection with the Credit Agreement or any other Loan Document.
5.3. Certain Terms. 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 be and mean a reference to the
Credit Agreement as amended hereby.
6. 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 of a signature page to this
Amendment by telecopier or “pdf” shall be as effective as delivery of a manually executed
counterpart signature page to this Amendment.
7. Costs and Expenses. As provided in Section 11.3 (Fees and Expenses) of the
Credit Agreement, Borrowers shall pay the fees, costs and expenses incurred by each Agent in
connection with the preparation, execution and delivery of this Amendment (including, without
limitation, attorneys’ fees).
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPALS.
9. 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]
IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.
| BORROWERS: WESCO DISTRIBUTION, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Vice President & Treasurer | ||||
| HERNING ENTERPRISES, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Treasurer | ||||
| WESCO EQUITY CORPORATION |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Treasurer | ||||
| WESCO NEVADA, LTD. |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Treasurer | ||||
| XXXXXXX-XXXXX COMPANY |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Treasurer | ||||
| COMMUNICATIONS SUPPLY CORPORATION |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Treasurer | ||||
| XXXXXXX WIRE & CABLE CORPORATION |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| reasurer | ||||
| LIBERTY WIRE & CABLE, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Treasurer | ||||
| WESCO DISTRIBUTION CANADA LP By: WESCO Distribution Canada GP Inc., its General Partner |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Treasurer | ||||
| CREDIT PARTIES: WESCO INTERNATIONAL, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Vice President & Treasurer | ||||
| WESCO FINANCE CORPORATION |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Vice President & Treasurer | ||||
| CDW HOLDCO, LLC By: Wesco Distribution, Inc., its Managing Member |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Corporate Secretary | ||||
| WDC HOLDING INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Treasurer | ||||
| WESCO NIGERIA, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Treasurer | ||||
| CBC LP HOLDINGS, LLC By: Xxxxxxx-Xxxxx Company, its Sole Member |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Treasurer | ||||
| XXXXXXX-XXXXX COMPANY OF TEXAS GP, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Treasurer | ||||
| COMMUNICATIONS SUPPLY HOLDINGS, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Treasurer | ||||
| WESCO DISTRIBUTION CANADA GP INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Treasurer | ||||
| WESCO DISTRIBUTION CANADA CO. |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Treasurer | ||||
| GENERAL ELECTRIC CAPITAL CORPORATION, as Agent and a Lender |
||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Xxxxxx Xxxxxxxxx | ||||
| GE CANADA FINANCE HOLDING COMPANY, as Canadian Agent and a Lender |
||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Xxxxx Xxxxxxx | ||||
| BANK OF AMERICA, N.A., as a Lender |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Xxxxxx X. Xxxxx | ||||
| Senior Vice President | ||||
| THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Xxxxxx Xxxxxx | ||||
| Vice President | ||||
| CITIZENS BANK OF PENNSYLVANIA, as a Lender |
||||
| By: | /s/ Xxx Xxxx | |||
| Xxx Xxxx | ||||
| Vice President | ||||
| PNC BANK, N.A., as a Lender |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Xxxxx X. Xxxxxx | ||||
| Vice President | ||||
| FIRST COMMONWEALTH BANK as a Lender |
||||
| By: | /s/ C. Xxxxxxx Xxxxx | |||
| C. Xxxxxxx Xxxxx | ||||
| Senior Vice President | ||||
| JPMORGAN CHASE BANK, N.A., as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Assistant Vice President | ||||
| NATIONAL CITY BUSINESS CREDIT, INC., as a Lender |
||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Xxxxxxx Xxxxxxx | ||||
| Vice President | ||||
| WACHOVIA CAPITAL FINANCE, as a Lender |
||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Xxxxxxx Xxxxxx | ||||
| Vice President | ||||
| BANK OF AMERICA, N.A., CANADA BRANCH, as a Lender |
||||
| By: | /s/ Xxxxxxx Sales de Xxxxxxx | |||
| Xxxxxxx Sales xx Xxxxxxx | ||||
| Vice President | ||||
| CIT FINANCIAL LTD., as a Lender |
||||
| By: | /s/ J. Xxxxx Xxxxxxxxx | |||
| J. Xxxxx Xxxxxxxxx | ||||
| President | ||||
| JPMORGAN CHASE BANK, N.A. TORONTO BRANCH, as a Lender |
||||
| By: | /s/ Xxxxx Xxxxx | |||
| Xxxxx Xxxxx | ||||
| Vice President | ||||
| NATIONAL CITY BANK, CANADA BRANCH, as a Lender |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Xxxxxx Xxxxxx | ||||
| Vice President | ||||
| WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) Formerly, CONGRESS FINANCIAL CORPORATION (CANADA), as a Lender |
||||
| By: | /s/ Xxxxxxx Xxxxxxxxxx | |||
| Xxxxxxx Xxxxxxxxxx | ||||
| Vice President | ||||
EXHIBIT I
to
AMENDMENT NO. 2
TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
[Annex J Amendments]
EXHIBIT I
to
to
AMENDMENT NO. 2
TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
[Annex J Amendments]
ANNEX J (from Annex A — Commitment Definition) to
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT
| US Lenders: | US Revolving Loan | US Swing Line | ||||||
| Commitment | Commitment | |||||||
General
Electric Capital Corporation |
$ | 77,600,000.00 | $ | 25,000,000.00 | ||||
Bank of America, N.A. |
$ | 53,600,000.00 | ||||||
The CIT Group/Business Credit, Inc. |
$ | 33,600,000.00 | ||||||
Citizens Bank of Pennsylvania |
$ | 32,000,000.00 | ||||||
PNC Bank, N.A. |
$ | 21,000,000.00 | ||||||
First Commonwealth Bank |
$ | 21,000,000.00 | ||||||
JPMorgan Chase Bank, N.A |
$ | 22,400,000.00 | ||||||
National
City Business Credit, Inc. |
$ | 20,800,000.00 | ||||||
Wachovia Capital Finance |
$ | 18,000,000.00 | ||||||
Total: |
$ | 300,000,000.00 | $ | 25,000,000.00 | ||||
| Canadian Lenders: | Canadian Revolving | Canadian Swing Line | ||||||
| Commitment | Commitment | |||||||
GE Canada Finance Holding Company |
$ | 24,100,000.00 | $ | 2,500,000.00 | ||||
Bank of America, N.A. , Canada Branch |
$ | 11,540,000.00 | ||||||
CIT Financial Ltd, |
$ | 7,700,000.00 | ||||||
JPMorgan
Chase Bank, N.A.Toronto Branch |
$ | 13,775,400.00 | ||||||
J-1
| Canadian Lenders: | Canadian Revolving | Canadian Swing Line | ||||||
| Commitment | Commitment | |||||||
National City Bank, Canada Branch |
$ | 8,134,600.00 | ||||||
Wachovia Capital Finance Corporation |
$ | 9,750,000.00 | ||||||
Total: |
$ | 75,000,000.00 | $ | 2,500,000.00 | ||||
J-2
