EXHIBIT 10.9
FIFTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is entered into as of February 9, 2004, by and among SpectraSite
Communications, Inc., a Delaware corporation (the "Borrower"), SpectraSite, Inc.
(formerly known as SpectraSite Holdings, Inc.), a Delaware corporation
("Holdco"), Canadian Imperial Bank of Commerce, as administrative agent (the
"Administrative Agent") and the other Credit Parties signatory hereto (the
"Credit Parties").
W I T N E S S E T H:
WHEREAS, the Borrower, Holdco, the Administrative Agent and the Credit
Parties are parties to that certain Amended and Restated Credit Agreement dated
as of February 22, 2001, as amended by that certain First Amendment to Amended
and Restated Credit Agreement dated as of October 31, 2001, as amended by that
certain Second Amendment to Amended and Restated Credit Agreement dated as of
August 14, 2002, as amended by that certain Third Amendment to Amended and
Restated Credit Agreement dated as of May 14, 2003, as amended by that certain
Fourth Amendment to Amended and Restated Credit Agreement dated as of October
24, 2003 (as further amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among the Borrower, Holdco, CIBC World
Markets Corp. and Credit Suisse First Boston, as joint lead arrangers and
bookrunners (the "Lead Arrangers"), CIBC World Markets Corp., Credit Suisse
First Boston, Bank of Montreal, Chicago Branch and TD Securities (USA) Inc., as
arrangers (the "Arrangers"), Credit Suisse First Boston, as syndication agent
(the "Syndication Agent"), Bank of Montreal, Chicago Branch and TD Securities
(USA) Inc., as co-documentation agents (the "Documentation Agents"), the
Administrative Agent and the other Credit Parties (as defined in the Credit
Agreement) party thereto; and
WHEREAS, the Borrower has requested, and the Administrative Agent and
the Credit Parties have agreed, to amend the Credit Agreement as and to the
extent set forth herein; and
NOW THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree that all capitalized terms used herein shall have the meanings ascribed
thereto in the Credit Agreement, as amended hereby, except as otherwise defined
or limited herein, and further agree, subject to the conditions precedent to
this Amendment hereinafter set forth, as follows:
1. Amendments to Article 1.
(a) Article 1 of the Credit Agreement, Definitions, is hereby
modified and amended by adding the following definitions in appropriate
alphabetical order:
"'Fifth Amendment Date' shall mean February 9, 2004."
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"'Incremental Facility 2004 Commitment' shall mean the several
obligations of certain of the Lenders to advance the sum of up to
$251,974,203.90 to the Borrower on the Fifth Amendment Date in
accordance with their respective Incremental Facility 2004 Commitment
Ratios, all pursuant to the terms hereof. The Incremental Facility 2004
Commitment of each Lender is set forth on Schedule I to the Lender
Addendum to the Fifth Amendment to the Amended and Restated Credit
Agreement delivered by such Lender under the caption "Incremental
Facility 2004 Commitment."
"'Incremental Facility 2004 Commitment Ratio' shall mean, with
respect to any Lender, the ratio, expressed as a percentage, of (i) the
Incremental Facility 2004 Commitment of such Lender, divided by (ii)
the aggregate Incremental Facility 2004 Commitments of all of the
Lenders."
"'Incremental Facility 2004 Lenders' shall mean any Lender
having an Incremental Facility 2004 Commitment or making Incremental
Facility 2004 Loans pursuant thereto.
"'Incremental Facility 2004 Loans' shall mean the amounts
advanced by the Incremental Facility 2004 Lenders to the Borrower under
the Incremental Facility 2004 Commitment, not to exceed the amount of
the Incremental Facility 2004 Commitment."
"'Incremental Facility 2004 Maturity Date' shall mean December
31, 2007."
"'Incremental Facility 2004 Notes' shall mean those certain
term notes issued by the Borrower to each of the Incremental Facility
2004 Lenders issuing an Incremental Facility 2004 Commitment that
requests a promissory note in accordance with each such Incremental
Facility 2004 Lender's Incremental Facility 2004 Commitment Ratio, each
one substantially in the form of Exhibit S-3 attached hereto, and any
extensions, modifications, renewals or replacements of or amendments to
any of the foregoing."
"'Incremental Facility 2004 Request for Advance' shall mean a
certificate designated as an "Incremental Facility 2004 Request for
Advance," executed by an Authorized Signatory of the Borrower
requesting an Advance of the Incremental Facility 2004 Loans hereunder,
which shall be in substantially the form of Exhibit J-3 attached hereto
and shall, among other things, (a) specify the date of the Advance,
which shall be a Business Day, the amount of the Advance, the type of
Advance, and, with respect to a Eurodollar Advance, the Eurodollar
Advance Period selected by the Borrower, (b) state that there shall not
exist, on the date of the requested Advance both before and after
giving effect thereto, any Default or Event of Default, and (c) state
that the proceeds of the Advance shall be used to repay in full the
outstanding obligations with respect to the Incremental Facility 2003
Loans.
"'Notice of Incremental Facility 2004 Commitment' shall mean a
notice in substantially the form of Exhibit Y-2 attached hereto."
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(b) Article 1 of the Credit Agreement, Definitions, is hereby
further modified and amended by deleting the existing definition of "Incremental
Facility Commitments" in its entirety and by substituting the following in lieu
thereof:
"'Incremental Facility Commitments' shall mean, collectively,
the aggregate commitments of the Incremental Facility Lenders to make
Advances of the Incremental Facility Loans to the Borrower in
accordance with Section 2.16 hereof, including, without limitation, the
Incremental Facility 2004 Commitments."
(c) Article 1 of the Credit Agreement, Definitions, is hereby
further modified and amended by deleting the existing definition of "Incremental
Facility Lenders" in its entirety and by substituting the following in lieu
thereof:
"'Incremental Facility Lenders' shall mean any lenders having
an Incremental Facility Commitment or making Incremental Facility Loans
pursuant thereto, including, without limitation, the Incremental
Facility 2004 Lenders."
(d) Article 1 of the Credit Agreement, Definitions, is hereby
further modified and amended by deleting the existing definition of "Incremental
Facility Loans" in its entirety and by substituting the following in lieu
thereof:
"'Incremental Facility Loans' shall mean the amounts advanced
by the Incremental Facility Lenders to the Borrower as Incremental
Facility Loans, including, without limitation, Incremental Facility
2004 Loans, under the applicable Incremental Facility Commitment, not
to exceed the amount of the applicable Incremental Facility
Commitment."
(e) Article 1 of the Credit Agreement, Definitions, is hereby
further modified and amended by deleting the existing definition of "Incremental
Facility Maturity Date" in its entirety and by substituting the following in
lieu thereof:
"'Incremental Facility Maturity Date' shall mean the maturity
date for any Incremental Facility Loans as set forth in the Notice of
Incremental Facility Commitment applicable thereto, including, in the
case of the Incremental Facility 2004 Loans, the Incremental Facility
2004 Maturity Date."
(f) Article 1 of the Credit Agreement, Definitions, is hereby
further modified and amended by deleting the existing definition of "Incremental
Facility Notes" in its entirety and by substituting the following in lieu
thereof:
"'Incremental Facility Notes' shall mean those certain
Incremental Facility Loan promissory notes issued by the Borrower to
each of the Lenders issuing an Incremental Facility Commitment,
including, without limitation, the Incremental Facility 2004
Commitment, that requests a promissory note in accordance with each
such Incremental Facility Lender's applicable Incremental Facility
Commitment Ratio, setting forth the terms and provisions with respect
to interest rates and scheduled amortization with respect to such
Incremental Facility Loans in accordance with the terms hereof, in form
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and substance acceptable to such Incremental Facility Lender, the
Administrative Agent and the Borrower or, in the case of the
Incremental Facility 2004, substantially in the form of Exhibit S-3."
2. Amendments to Section 2.1.
(a) Section 2.1 of the Credit Agreement, The Loans, is hereby
modified and amended by adding the following before the period at the end of the
introductory paragraph thereof:
", and as of the Fifth Amendment Date, after giving effect to
any funding of the Incremental Facility 2004 Loans and any repayment of
the Incremental Facility 2003 Loans on such date, Six Hundred
Thirty-Nine Million Five Hundred Fifty-Five Thousand and 00/100s
($639,555,000.00)."
(b) Section 2.1 of the Credit Agreement, The Loans, is hereby
further modified and amended by adding the following clause (g) to the end of
Section 2.1 thereof:
"(g) The Incremental Facility 2004 Loans. The Lenders that
have issued an Incremental Facility 2004 Commitment, severally in
accordance with their respective Incremental Facility 2004 Commitment
Ratios and not jointly, upon the terms and subject to the conditions of
this Agreement, agree to lend to the Borrower on the Fifth Amendment
Date an amount equal to the Incremental Facility 2004 Commitment. After
the Fifth Amendment Date, Advances under the Incremental Facility 2004
Commitment may be continued or converted pursuant to a Notice of
Conversion/Continuation as provided in Section 2.2 hereof; provided,
however, there shall be no increase in the aggregate principal amount
of the Incremental Facility 2004 Loans outstanding at any time after
the Fifth Amendment Date. Amounts repaid under the Incremental Facility
2004 Commitment may not be reborrowed."
3. Amendments to Section 2.3. Section 2.3(f) of the Credit Agreement,
Applicable Margins for Base Rate Advances and Eurodollar Advances, is hereby
modified and amended by adding the following new clause (iv) to the end of
Section 2.3(f) thereof
"(iv) Advances of the Incremental Facility 2004 Loans. With
respect to any Advance of the Incremental Facility 2004 Loans, the
Applicable Margin shall be, (A) 2.25% per annum with respect to any
Eurodollar Advance, and (B) 1.00% per annum with respect to any Base
Rate Advance; provided, however, if the Borrower's credit rating is
either upgraded from B1 by Xxxxx'x Investors Service, Inc. or upgraded
from B+ by Standard & Poor's Ratings Group at any time following the
Fifth Amendment Date, the Applicable Margin with respect to any Advance
of the Incremental Facility 2004 Loans shall be (I) 2.00% per annum
with respect to any Eurodollar Advance, and (II) 0.75% per annum with
respect to any Base Rate Advance."
4. Amendments to Section 2.5.
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(a) Section 2.5(b)(i) of the Credit Agreement, Terms of
Prepayment or Reductions, is hereby modified and amended by deleting Section
2.5(b)(i) in its entirety and by substituting the following in lieu thereof:
"(i) Terms of Prepayments or Reductions. Optional permanent
prepayments of principal of the Term Loans and any Incremental Facility
Loans that are term loans, and permanent reductions of the Revolving
Commitment hereunder, may be made at any time upon three (3) Business
Days' prior irrevocable written notice to the Administrative Agent,
without penalty or premium, provided that such prepayments or
reductions shall be in minimum amounts of $5,000,000 and integral
multiples of $1,000,000; provided, however, that the prior irrevocable
written notice to the Administrative Agent with respect to any
voluntary prepayments of the Term Loans made with proceeds of Advances
under the Incremental Facility 2004 Loans may be made without regard to
the three (3) Business Days period set forth in the immediately
preceding sentence."
(b) Section 2.5(b)(ii) of the Credit Agreement, Application of
Payments or Reductions, is hereby modified and amended by adding the following
sentence after the first sentence of clause (A) thereof:
"Notwithstanding anything to the contrary contained in the
immediately preceding sentence or in Section 2.5(b)(ii)(C) below, any
voluntary prepayments of the Term Loans made with proceeds of Advances
under the Incremental Facility 2004 Loans shall be applied first to
permanently reduce the Incremental Facility 2003 Loans and then to
permanently reduce the Tranche A Loans."
5. Amendment to Section 2.6. For purposes of clarification only and not
in any way to delay or extend the terms of repayment, or to change the order of
application of repayment of the Loans or the scheduled reduction in the
Commitments, Section 2.6(e) of the Credit Agreement, Incremental Facility Loans,
is hereby deleted in its entirety and the following substituted in lieu thereof:
"(e) Incremental Facility Loans. (i) Commencing on September
30, 2007, and at the end of each calendar quarter thereafter, the outstanding
principal balance of the Incremental Facility 2003 Loans then outstanding shall
be repaid as set forth below:
Amount of Incremental Annual Amount of
Facility 2003 Loans Incremental Facility 2003
Outstanding to be Reduced Loans Outstanding to be
Quarters Ending Each Quarter Reduced
--------------- ------------------------- -------------------------
September 30, 2007 $38,199,324.89 ---
December 31, 2007 $214,004,178.37 $252,203,503.26
Additionally, the Incremental Facility 2003 Loans shall be
repaid as may be required by Section 2.7 hereof. Any unpaid principal
and interest of the Incremental Facility 2003 Loans and any other
outstanding Obligations shall be due and payable in full on the
Incremental Facility 2003 Maturity Date.
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(ii) Commencing on September 30, 2007, and at the end of each
calendar quarter thereafter, the outstanding principal balance of the
Incremental Facility 2004 Loans then outstanding shall be repaid as set
forth below:
Amount of Incremental Annual Amount of
Facility 2004 Loans Incremental Facility 2004
Outstanding to be Reduced Loans Outstanding to be
Quarters Ending Each Quarter Reduced
--------------- ------------------------- -------------------------
September 30, 2007 $37,970,025.53 ---
December 31, 2007 $214,004,178.37 $251,974,203.90
Additionally, the Incremental Facility 2004 Loans shall be
repaid as may be required by Section 2.7 hereof. Any unpaid principal
and interest of the Incremental Facility 2004 Loans and any other
outstanding Obligations shall be due and payable in full on the
Incremental Facility 2004 Maturity Date.
(iii) Any unpaid principal and interest of the Incremental
Facility Loans (other than the Incremental Facility 2003 Loans or the
Incremental Facility 2004 Loans) and any other outstanding Obligations
under any of the Incremental Facility Commitments (other than the
Incremental Facility 2003 Commitment or the Incremental Facility 2004
Commitment) shall be due and payable in full on the Incremental
Facility Maturity Date applicable thereto."
6. Amendments to Section 2.16.
(a) Section 2.16 of the Credit Agreement, Incremental Facility
Loans, is hereby modified and amended by deleting the first two sentences of
subsection (a) thereof in their entirety and by substituting the following in
lieu thereof:
"Subject to the terms and conditions of this Agreement, the
Borrower may request an Incremental Facility Commitment on any Business
Day; provided, however, that the Borrower may not request an
Incremental Facility Commitment or an Incremental Facility Loan during
the continuance of a Default or Event of Default, including, without
limitation, any Default or Event of Default that would result after
giving effect to any Incremental Facility Loan; and provided further,
that the Borrower may request up to five (5) Incremental Facility
Commitments (each of which commitments may be from more than one
Lender) which may be no less than $50,000,000 and no more than
$250,000,000 in the aggregate, in addition to the outstanding principal
amount of the Incremental Facility 2003 Loans and the Incremental
Facility 2004 Loans. The Incremental Facility Maturity Date applicable
to (i) the Incremental Facility 2003 Loans or the Incremental Facility
2004 Loans shall not be earlier than the Final Maturity Date, and (ii)
any of the Incremental Facility Loans, other than the Incremental
Facility 2003 Loans and the Incremental Facility 2004 Loans, shall not
be earlier than the date which is three (3) calendar months after the
Final Maturity Date, unless in each case such Incremental Facility
Commitments are used to increase the amount of any of the Commitments
hereunder."
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(b) Section 2.16 of the Credit Agreement, Incremental Facility
Loans, is hereby further modified and amended by deleting subsection (b) in its
entirety and by substituting the following in lieu thereof:
"(b) Prior to the effectiveness of any Incremental Facility
Commitment, the Borrower shall (i) in connection with the Incremental
Facility 2003 Commitment deliver to the Administrative Agent the Notice
of Incremental Facility 2003 Commitment, (ii) in connection with the
Incremental Facility 2004 Commitment deliver to the Administrative
Agent the Notice of Incremental Facility 2004 Commitment, and (iii) for
any Incremental Facility Commitment, other than the Incremental
Facility 2003 Commitment or the Incremental Facility 2004 Commitment,
(x) deliver to the Administrative Agent and the Lenders a written
notice (each a "Notice of Incremental Facility Commitment"), in form
and substance reasonably satisfactory to the Administrative Agent,
setting forth terms and provisions with respect to interest rates and
scheduled amortization with respect to the proposed Incremental
Facility Loan and (y) provide revised Projections to the Credit
Parties, which shall be in form and substance reasonably satisfactory
to the Lead Arrangers and which shall demonstrate (A) the Borrower's
ability to timely repay such Incremental Facility Commitment and any
Incremental Facility Loans thereunder and (B) the Borrower's pro forma
compliance with the Financial Covenants and ability to make all
payments of interest and principal when due with respect to the Loans
through the Final Maturity Date (which Projections may show the final
maturity of the Loans being repaid with the proceeds of new borrowings
as long as the projected Borrower Leverage Ratio at the Final Maturity
Date or the Final Incremental Facility Maturity Date is no greater than
1.00 to 1.00)."
(c) Section 2.16 of the Credit Agreement, Incremental Facility
Loans, is hereby further modified and amended by adding the following sentence
to the end of subsection (e) thereof:
"The Incremental Facility 2004 Loans shall be requested by the
Borrower by delivering to the Administrative Agent an Incremental
Facility 2004 Request for Advance."
7. Amendment to Section 13.17. Section 13.17 of the Credit Agreement,
Confidentiality, is hereby modified and amended by adding the following at the
end of Section 13.17 thereof:
"For the avoidance of doubt, no disclosure to any Person is
permitted with respect to any aspect of this Agreement or the
transactions contemplated hereby, to the extent such aspect does not
relate to tax treatment or tax structure or except as otherwise
permitted hereunder. The parties hereto hereby acknowledge and agree
that none of the interest rates, fee amounts or other amounts set forth
in such agreements relate to tax treatment or tax structure. The
foregoing is intended to comply with the presumption set forth in
Treasury Regulation Section 1.6011-4(b)(3)(iii) and should be
interpreted in a manner consistent with such regulation."
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8. Amendments to Exhibits.
(a) Exhibit A to the Credit Agreement, Form of Assignment and
Assumption Agreement, is hereby deleted in its entirety and Exhibit A attached
hereto is substituted in lieu thereof.
(b) Exhibit H to the Credit Agreement, Form of Notice of
Conversion/Continuation, is hereby deleted in its entirety and Exhibit H
attached hereto is substituted in lieu thereof.
(c) The Credit Agreement is hereby modified and amended by
incorporating Exhibit J-3 to the Credit Agreement, Form of Incremental Facility
2004 Request for Advance, attached hereto as an exhibit thereto.
(d) The Credit Agreement is hereby further modified and
amended by incorporating Exhibit S-3 to the Credit Agreement, Form of
Incremental Facility 2004 Note, attached hereto as an exhibit thereto.
(e) The Credit Agreement is hereby further modified and
amended by incorporating Exhibit Y-2 to the Credit Agreement, Notice of
Incremental Facility 2004 Commitment, attached hereto as an exhibit thereto.
9. No Other Amendments. Except for the amendments, releases,
authorizations and waivers set forth above, the text of the Credit Agreement and
the other Loan Documents shall remain unchanged and in full force and effect,
and the Administrative Agent and the Credit Parties hereby reserve the right to
require strict compliance with the terms of the Credit Agreement and the other
Loan Documents in the future.
10. Conditions to Effectiveness. This Amendment will be effective as of
the date first written above (the "Effective Date"), subject to the occurrence
of each of the following on or before such date:
(a) The Administrative Agent shall have received counterparts
hereof duly executed by the Borrower and Holdco, and by the Majority Lenders.
(b) The Administrative Agent shall have received a
reaffirmation and consent agreement, in form and substance reasonably
satisfactory to the Administrative Agent and its counsel, duly executed by each
of the Subsidiary Guarantors.
(c) The Administrative Agent shall have received the Notice of
Incremental Facility 2004 Commitment, duly executed by the Borrower.
(d) The Administrative Agent shall have received the
Incremental Facility 2004 Request for Advance, duly executed by the Borrower.
(e) The Borrower shall have executed and delivered any
Incremental Facility 2004 Notes requested by the Incremental Facility 2004
Lenders.
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(f) The Administrative Agent shall have received irrevocable
written notice from the Borrower of the prepayment in full of the Incremental
Facility 2003 Loans pursuant to Section 2.5(b)(i).
(g) The Administrative Agent shall have received a legal
opinion, dated as of the Fifth Amendment Date, of Xxxx, Weiss, Rifkind, Xxxxxxx
& Xxxxxxxx LLP, as counsel to Holdco, the Borrower and its Subsidiaries in
connection with the transactions contemplated by this Amendment and the other
Loan Documents, addressed to the Arrangers and the other Credit Parties, in form
and substance reasonably satisfactory to the Lead Arrangers and their counsel.
(h) All of the representations and warranties of Holdco and
the Borrower set forth in the Credit Agreement and this Amendment, other than
those that are expressly made as of a specific date, shall be true and correct
in all material respects with the same effect as though such representations and
warranties had been made on and as of the Effective Date as though made on and
as of such date.
(i) The Credit Parties shall have received payment of all fees
and expenses (including, without limitation, legal fees and expenses) due and
payable on the Effective Date in respect of the Credit Agreement, this Amendment
and the transactions contemplated hereby and thereby.
11. Representations and Warranties. Each of the Borrower and Holdco,
for itself and on behalf of each of its Subsidiaries, agrees, represents and
warrants in favor of the Administrative Agent and the Credit Parties that:
(a) This Amendment has been executed and delivered by duly
authorized representatives of the Borrower and Holdco, and the Credit Agreement,
as modified and amended by this Amendment, constitutes a legal, valid and
binding obligation of the Borrower and Holdco and is enforceable against the
Borrower and Holdco in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally and by the application of general equitable
principles;
(b) Each representation or warranty of Holdco, the Borrower
and the Designated Subsidiaries set forth in the Credit Agreement is hereby
restated and reaffirmed as true and correct in all material respects on and as
of the date of this Amendment, and after giving effect to this Amendment, as if
such representation or warranty were made on and as of the date of, and after
giving effect to, this Amendment (except to the extent that any such
representation or warranty expressly relates to a prior specific date or
period);
(c) No Default or Event of Default with respect to the
Borrower or Holdco has occurred and is continuing; and
(d) As of the date hereof, (i) the property of the Borrower,
at a fair valuation on a going concern basis, will exceed its debt; (ii) the
capital of the Borrower will not be unreasonably small to conduct its business;
and (iii) the Borrower will not have incurred debts, or have intended to incur
debts, beyond its ability to pay such debts as they mature.
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12. Effect on the Credit Agreement. Except as specifically provided
herein, the Credit Agreement shall remain in full force and effect, and is
hereby ratified, reaffirmed and confirmed. This Amendment shall be deemed to be
a Loan Document for all purposes.
13. Counterparts. This Amendment may be executed in any number of
separate counterparts and by the different parties hereto on separate
counterparts, each of which shall be deemed an original and all of which, taken
together, shall be deemed to constitute one and the same instrument. In proving
this Amendment in any judicial proceedings, it shall not be necessary to produce
or account for more than one such counterpart signed by the party against whom
such enforcement is sought. Any signatures delivered by a party by facsimile
transmission shall be deemed an original signature hereto.
14. Delivery of Lender Addenda. Each Credit Party executing this
Amendment shall do so by delivering to the Administrative Agent a Lender
Addendum, substantially in the form of Annex I attached hereto, duly executed by
such Credit Party.
15. Law of Contract. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of
the day and year first written above.
BORROWER: SPECTRASITE COMMUNICATIONS, INC.
By: /s/ XXXXXX X. XXXXX
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
HOLDCO: SPECTRASITE, INC.
By: /s/ XXXXXX X. XXXXX
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
ADMINISTRATIVE
AGENT: CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ XXXXX XXXXXXX
-------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Director
CIBC World Markets Corp.
As Agent
AS LEAD ARRANGER
AND ARRANGER: CIBC WORLD MARKETS CORP.
By: /s/ XXXXX XXXXXXX
-------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Director
CIBC World Markets Corp.
As Agent
AS LEAD ARRANGER,
ARRANGER AND
SYNDICATION AGENT: CREDIT SUISSE FIRST BOSTON
By: /s/ SOVONNA DAY-XXXXX
-------------------------------
Name: Sovonna Day-Xxxxx
Title: Director
By: /s/ XXXXXXXX X. PIEZA
-------------------------------
Name: Xxxxxxxx X. Pieza
Title: Associate
AS ARRANGER AND
DOCUMENTATION
AGENT: BANK OF MONTREAL, CHICAGO BRANCH
By: /s/ XXXXX XXX
-------------------------------
Name: Xxxxx Xxx
Title: Managing Director
AS ARRANGER AND
DOCUMENTATION
AGENT: TD SECURITIES (USA) INC.
By: /s/ XXXXX XXXXXXX
-------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President and Director
