EXHIBIT 4.10(g)
1
THIRD AMENDMENT
THIRD AMENDMENT, dated as of March 26, 1998 (this "THIRD AMENDMENT"),
to the Agreement and Amendment dated as of February 26, 1997, as amended by the
First Amendment, dated as of June 17, 1997 and the Second Amendment, dated as of
February 3, 1998 (as the same may be amended, supplemented or modified from time
to time, the "FEBRUARY 1997 FIVE-YEAR AGREEMENT AND AMENDMENT") among
COLUMBIA/HCA HEALTHCARE CORPORATION, a Delaware corporation (the "COMPANY"), the
several banks and other financial institutions from time to time parties hereto
(the "BANKS"), BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION, THE BANK
OF NEW YORK, DEUTSCHE BANK AG, FLEET NATIONAL BANK, THE FUJI BANK LIMITED, THE
INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA AGENCY, XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, NATIONSBANK, N.A., PNC BANK, N.A., TORONTO DOMINION (TEXAS), INC.,
UNION BANK OF SWITZERLAND, NEW YORK BRANCH AND WACHOVIA BANK OF GEORGIA, N.A.,
as Co-Agents (collectively, the "CO-AGENTS"), THE SAKURA BANK, LTD. NEW YORK
BRANCH, THE SUMITOMO BANK LIMITED, SUNTRUST BANK, NASHVILLE, N.A., XXXXX FARGO
BANK, N.A., as Lead Managers (collectively, the "LEAD MANAGERS") and THE CHASE
MANHATTAN BANK, a New York banking corporation as Agent for the Banks hereunder
(in such capacity, the "AGENT") and as CAF Loan Agent (in such capacity, the
"CAF LOAN AGENT").
W I T N E S S E T H :
--------------------
WHEREAS, for the convenience of the parties to the agreement and
amendment dated as of February 28, 1996 (the "FEBRUARY 1996 AGREEMENT AND
AMENDMENT"), among the Company, the several banks and other financial
institutions from time to time parties thereto and Chase, as agent for the Banks
hereunder and as CAF Loan Agent, a composite conformed copy (the "FIVE-YEAR
COMPOSITE CONFORMED CREDIT AGREEMENT") of the Credit Agreement, dated as of
February 10, 1994 as incorporated by reference into and amended by the September
1994 Agreement and Amendment, the February 1995 Agreement and Amendment and the
February 1996 Agreement and Amendment was prepared and delivered to such
parties;
WHEREAS, the February 1997 Five-Year Agreement and Amendment adopts
and incorporates by reference all of the terms and provisions of the Five-Year
Composite Conformed Credit Agreement, subject to the amendment thereto provided
for in the February 1997 Five-Year Agreement and Amendment;
WHEREAS, the parties hereto wish to amend certain provisions of the
February 1997 Five-Year Agreement and Amendment on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
1. DEFINITIONS. Unless otherwise defined herein, terms defined in the
February 1997 Five-Year Agreement and Amendment shall be used as so defined.
2. AMENDMENTS TO THE FEBRUARY 1997 FIVE-YEAR AGREEMENT AND AMENDMENT.
2
(a) Section 3 of the February 1997 Five-Year Agreement and Amendment
is hereby amended as follows:
(i) by deleting the defined terms "Applicable Margin", "Level I
Period", "Level II Period", "Level III Period", "Level IV Period", "Level V
Period" and "Level VI Period" in their entirety and substituting in lieu
thereof, effective as of February 6, 1998, the following new defined terms
in proper alphabetical order:
"`APPLICABLE MARGIN': for each Type of Revolving Credit Loan
during a Level I Period, Level II Period, Level III Period or Level IV
Period, the rate per annum set forth under the relevant column heading
in Schedule V. Increases or decreases in the Applicable Margin shall
become effective on the first day of the Level I Period, Level II
Period, Level III Period or Level IV Period, as the case may be, to
which such Applicable Margin relates.";
"`LEVEL I PERIOD': any period during which the lower of the publicly
announced ratings by S&P and Xxxxx'x of the then current senior unsecured, non-
credit enhanced, long-term Indebtedness of the Company that has been publicly
issued are BBB - or better or Baa3 or better, respectively.";
"`LEVEL II PERIOD': any period during which the lower of the
publicly announced ratings by S&P and Xxxxx'x of the then current
senior unsecured, non-credit enhanced, long-term Indebtedness of the
Company that has been publicly issued are BB+ or Ba1, respectively.";
"`LEVEL III PERIOD': any period during which the lower of the
publicly announced ratings by S&P and Xxxxx'x of the then current
senior unsecured, non-credit enhanced, long-term Indebtedness of the
Company that has been publicly issued are BB or Ba2, respectively.";
"`LEVEL IV PERIOD': any period during which either of the
publicly announced ratings by S&P or Xxxxx'x of the then current
senior unsecured, non-credit enhanced, long-term Indebtedness of the
Company that has been publicly issued is equal to or below BB- or
unrated or equal to or below Ba3 or unrated, as the case may be."
(ii) by inserting in such section the following new defined terms in
proper alphabetical order:
"`CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND
AMORTIZATION': for any period for which the amount thereof is to be
determined, consolidated net revenues for such period minus
consolidated operating expenses plus or minus equity in earnings of
affiliates of the Company and its Subsidiaries (excluding Value Health
and home health operations included in discontinued operations) for
such period (which consolidated operating expenses shall, in any
event, include and be limited to salaries, and benefits, supplies,
other operating expenses and provision for doubtful accounts), all
determined in accordance with GAAP and consistent with the Company's
reportings on Forms 10Q and 10K.";
"`JUNE 1997 364-DAY AGREEMENT AND AMENDMENT': the $3,000,000,000
Agreement and Amendment, dated as of June 17, 1997, among the Company,
the several banks and other financial institutions from time to time
parties thereto, the co-agents and lead managers named therein and The
Chase Manhattan Bank, as
3
Agent and as CAF Loan Agent therein, as the same has been and may be
amended, supplemented or otherwise modified or replaced or extended
from time to time.";
"`MANDATORY PREPAYMENT EVENT': any of the following events:
(a) the receipt by the Company or any of its Subsidiaries of Net Cash
Proceeds from any sale or other disposition by it of any business, hospital or
other assets, including any capital stock or other ownership interests in any
Subsidiary or any intercompany obligations (other than as a result of any
casualty where such Net Cash Proceeds are to be used to replace or rebuild the
related assets);
(b) the receipt by the Company or any of its Subsidiaries of
Net Cash Proceeds from the issuance to Persons other than the
Company and its Subsidiaries of any capital stock or other
ownership interests of the Company or such Subsidiary, as the
case may be; and
(c) the receipt by the Company or any of its Subsidiaries of
Net cash Proceeds from the incurrence from, or the issuance or
sale to, persons other than the Company and its Subsidiaries of
any Indebtedness of the Company or such Subsidiary, as the case
may be with a scheduled maturity date on the date of incurrence
thereof which is, or which is extendable at the option of the
Company or such Subsidiary to be, one year or more from such date
of incurrence;
In each case for (a), (b) and (c), excluding (i) any such event in
which the Net Cash Proceeds so received (together with the Net Cash
Proceeds received from any related series of events) are less than
$10,000,000 and (ii) any such event to the extent that the Net Cash
Proceeds from such event, together with the Net Cash Proceeds from all
other events referred to in this definition from the Effective Date
(excluding, in each case, any such event excluded by clause (i)
above), is $500,000,000 or less.";
"`NET CASH PROCEEDS' means, with respect to any sale or
disposition by the Company of assets, cash payments received by the
Company or any of its Subsidiaries from such sale or disposition net
of bona fide direct costs of sale including, without limitation, (i)
income taxes reasonably estimated to be actually payable as a result
of such sale or disposition within one year of the date of receipt of
such cash payments, (ii) transfer, sales, use and other taxes payable
in connection with such sale or disposition, (iii) payment of the
outstanding principal amount of, premium or penalty, if any, and
interest on any Indebtedness (other than the revolving credit loans
under the June 1997 364-Day Amendment and Agreement) that is secured
by a Lien on the stock or assets in question and that is required to
be repaid under the terms thereof as a result of such sale or
disposition, and (iv) broker's commissions and reasonable fees and
expenses of counsel, accountants and other professional advisors in
connection with such sale or disposition.".
(b) Section 4 of the February 1997 Five-Year Agreement and Amendment
is hereby amended by deleting such section in its entirety and substituting in
lieu thereof the following:
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"SECTION 4. FACILITY FEE AND UTILIZATION FEE. Subsection 2.3 of the
Five-Year Composite Conformed Credit Agreement as adopted and incorporated by
reference into this February 1997 Five-Year Agreement and Amendment is hereby
amended by deleting such subsection in its entirety and substituting in lieu
thereof, including February 6, 1998, the following:
`2.3 FACILITY FEE AND UTILIZATION FEE. (a) The Company agrees to pay
to the Agent for the account of each Bank a facility fee in respect of the
period from and including the Effective Date to the later of the
Termination Date or the date on which the Revolving Credit Loans are repaid
in full, computed at the rate per annum set forth in the table below on the
average daily amount of the Commitment of such Bank (or, if the Commitment
of such Bank has expired or been terminated, the outstanding Revolving
Credit Loans of such Bank) during each portion of the period for which
payment is made that is a separate Level I Period, Level II Period, Level
III Period or Level IV Period, payable quarterly on the last day of each
March, June, September and December and on any date on which the
Commitments shall terminate as provided herein and the Revolving Credit
Loans shall have been repaid in full, commencing on the first of such dates
to occur after the date hereof:
Type of Period Facility Fee
-------------- ------------
Level I Period .3000%
Level II Period .3500%
Level III Period .4000%
Level IV Period .5000%
(b) The Company agrees to pay to the Agent for the account of each
Bank a utilization fee computed at the rate of 0.2500% per annum, on the
aggregate principal amount of the outstanding Revolving Credit Loans for
each day that the outstanding principal amount of the Revolving Credit
Loans plus the outstanding principal amount of all revolving credit loans
under the June 1997 364-Day Agreement and Amendment shall exceed
$3,750,000,000 in aggregate amount, payable quarterly on the last day of
each March, June, September and December, commencing on March 31, 1998 and
on any date on which the Commitments shall terminate as provided herein and
the Revolving Credit Loans shall have been repaid in full.
(c) The Company agrees to pay to the Agent the other fees in the
amounts, and on the date, agreed to by the Company and the Agent in the fee
letter, dated October 20, 1993, between the Agent and the Company.'".
(c) The February 1997 Five-Year Agreement and Amendment is hereby
amended by adding the following new paragraph after Section 5 reading as
follows:
"SECTION 5A. MANDATORY PREPAYMENT AND MANDATORY REDUCTIONS OF
COMMITMENTS. The Five-Year Composite Conformed Credit Agreement as adopted and
incorporated by reference into this February 1997 Five-Year Agreement and
Amendment is hereby amended by adding the following new subsections immediately
following subsection 2.17 therein as follows:
`2.18 MANDATORY PREPAYMENTS AND MANDATORY REDUCTIONS OF COMMITMENTS.
At any time the Commitments under this Agreement plus the commitments under
the June 1997 364-Day Agreement and Amendment (or, if such commitments have
expired or been terminated, the outstanding loans thereunder) exceed
$2,000,000,000 in aggregate
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amount, the revolving credit loans under the 364-Day Agreement and
Amendment pursuant to subsection 2.19, shall be prepaid and the commitments
thereunder shall be reduced no later than the second Business Day following
the date of receipt by the Company or any of its Subsidiaries of the Net
Cash Proceeds from any Mandatory Prepayment Event by the amount of such Net
Cash Proceeds.
(d) The February 1997 Five-Year Agreement and Amendment is hereby
amended by adding the following new paragraphs after Section 8A reading as
follows:
"SECTION 8B. COMPANY'S OFFICERS' CERTIFICATE. Subsection 4.3 of the
Five-Year Composite Conformed Credit Agreement as adopted and incorporated by
reference into this February 1997 Five-Year Agreement and Amendment is hereby
amended by (a) adding to the first clause thereof, immediately following the
reference to "Section 3", the following:
"(as qualified by the disclosures in the Company's Quarterly Reports on
Form 10-Q for its fiscal quarters ended June 30, 1997 and September 30,
1997 and in the Company's Reports on Form 8-K dated February 6, 1998,
February 13, 1998 and March ___, 1998, in each case as filed with the
Securities and Exchange Commission and previously distributed to the
Banks)",
and (b) adding to the clause thereof, at the end thereof immediately
following the phrase "those enumerated above", the following:
"(all subject to the disclosures referred to above)".
"SECTION 8C. INTEREST COVERAGE RATIO. Subsection 5.7 of the Five-
Year Composite Conformed Credit Agreement as adopted and incorporated by
reference into this February 1997 Five-Year Agreement and Amendment is hereby
amended by deleting such subsection in its entirety and substituting in lieu
thereof the following:
`5.7 INTEREST COVERAGE RATIO. On the last day of each fiscal quarter
of the Company other than the fiscal quarters ending March 31, 1998, June
30, 1998 and September 30, 1998, the Consolidated Earnings Before Interest
and Taxes of the Company and its Subsidiaries for the four consecutive
fiscal quarters of the Company then ending will be an amount which equals
or exceeds 200% of the Consolidated Interest Expense of the Company and its
Subsidiaries for the same four consecutive fiscal quarters.'
SECTION 8D. DISTRIBUTIONS. Subsection 5.8 of the Five-Year Composite
Conformed Credit Agreement as adopted and incorporated by reference into this
February 1997 Five-Year Agreement and Amendment as hereby amended by deleting
such subsection in its entirety and substituting in lieu thereof the following:
`5.8 DISTRIBUTIONS. The Company will not make any Distribution
except that, so long as no Event of Default exists or would exist after
giving effect thereto, the Company may make a Distribution; provided
however, that at any time the Commitments under this Agreement plus the
commitments under the June 1997 364-Day Agreement and Amendment (or, if
such commitments have expired or been terminated, the outstanding loans
thereunder) shall equal or exceed $2,000,000,000 in aggregate amount, the
Company will not purchase, repurchase, redeem or otherwise acquire
(including any "synthetic" acquisitions through equity derivatives) any
shares of any class of capital stock of the Company directly or indirectly
through a Subsidiary or otherwise.'
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SECTION 8E. MAXIMUM CONSOLIDATED TOTAL DEBT. The Five-Year Composite
Conformed Credit Agreement as adopted and incorporated by reference into this
February 1997 Five-Year Agreement and Amendment is hereby amended by adding the
following new subsection immediately following subsection 5.13 therein as
follows:
`5.14 MAXIMUM CONSOLIDATED TOTAL DEBT. The Company and its
Subsidiaries will not at any time to and including September 30, 1998 have
outstanding Consolidated Total Debt in an amount in excess of
$10,000,000,000'.
SECTION 8F. MINIMUM CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES,
DEPRECIATION AND AMORTIZATION. The Five-Year Composite Conformed Credit
Agreement as adopted and incorporated by reference into this February 1997 Five-
Year Agreement and Amendment is hereby amended by adding the following new
subsection immediately following subsection 5.14 therein as follows:
`5.15 MINIMUM CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES,
DEPRECIATION AND AMORTIZATION. The Consolidated Earnings Before Interest,
Taxes, Depreciation and Amortization of the Company and its Subsidiaries
will be, for each period specified below, an amount which equals or exceeds
the amount set forth opposite such period:
Period Amount
-------------- ---------------
One fiscal quarter ending
March 31, 1998 $ 750,000,000
Two fiscal quarters ending
June 30, 1998 $1,500,000,000
Three fiscal quarters
ending September 30, 1998 $ 2,250,000.00
SECTION 8G. LIMITATION ON OPTIONAL PAYMENTS AND MODIFICATIONS OF DEBT
INSTRUMENTS. The Five-Year Composite Conformed Credit Agreement as adopted and
incorporated by reference into this February 1997 Five-Year Agreement and
Amendment is hereby amended by adding the following new subsection immediately
following subsection 5.15 therein as follows:
`5.16 LIMITATION ON OPTIONAL PAYMENTS AND MODIFICATIONS OF DEBT
INSTRUMENTS. At any time the Commitments under this Agreement plus the
commitments under the June 1997 364-Day Agreement and Amendment (or, if
such commitments have expired or been terminated, the outstanding loans
thereunder) exceed $2,000,000,000 in aggregate amount, the Company will not
make, and will not permit any of its Subsidiaries to make, any optional
payment or prepayment on or redemption, defeasance or purchase of any
Indebtedness of the Company or any of its Subsidiaries (other than
Indebtedness under this Agreement or under the June 1997 364-Day Agreement
and Amendment), or amend, modify or change, or consent or agree to any
amendment, modification or change to any of the terms relating to the
payment or prepayment or principal of or interest on, any such
Indebtedness, other than any amendment, modification or change which would
extend the maturity or reduce the amount of any payment of principal
thereof or which would reduce the rate or extend the date for payment of
interest there or which would not be adverse to the Banks.'".
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(e) Schedule V to the February 1997 Five-Year Agreement and Amendment
is hereby amended by deleting Schedule V in its entirety and substituting in
lieu thereof, effective as of February 6, 1998, Schedule V attached hereto as
Schedule V.
3. EFFECTIVE DATE; CONDITIONS PRECEDENT. This Third Amendment will
become effective on March 26, 1998 (the "Effective Date") subject to the
compliance by the Company with its agreements herein contained and to the
satisfaction on or before the Effective Date of the following further
conditions:
(a) LOAN DOCUMENTS. The Agent shall have received copies of this
Third Amendment, executed and delivered by a duly authorized officer of the
Company, with a counterpart for each Bank, and executed and delivered by the
Required Lenders.
(b) COMPANY OFFICERS' CERTIFICATE. The representations and warranties
contained in Section 3 of the Five-Year Composite Conformed Credit Agreement as
adopted and incorporated by reference into, and as amended by, the February 1997
Five-Year Agreement and Amendment (as qualified by the disclosures in the
Company's Quarterly Reports on Form 10-Q for its fiscal quarters ended June 30,
1997 and September 30, 1997 and the Company's Report on Form 8-K dated February
6, 1998, February 13, 1998 and March ___, 1998, in each case as filed with the
Securities and Exchange Commission and previously distributed to the Banks)
shall be true and correct on the Effective Date with the same force and effect
as though made on and as of such date; on and as of the Effective Date and after
giving effect to this Third Amendment, no Default shall have occurred (except a
Default which shall have been waived in writing or which shall have been cured);
and the Agent shall have received a certificate containing a representation to
these effects dated the Effective Date and signed by a Responsible Officer.
(c) AMENDMENT FEE. Each Bank which executes and delivers to the
Agent this Third Amendment by 5:00 p.m. (New York City time) on March 23, 1998
shall receive an amendment fee equal to .125% of its Commitment.
4. PAYMENT CATCH-UP. The Company hereby agrees that, to the extent
that it has made prior to the Effective Dates any payments on account of
interest on the Revolving Credit Loans or on account of the facility fee in
respect of any period (or portion of any period) falling on or after February 6,
1998, it will make a payment to the Agent for the benefit of the Banks no later
than March 31, 1998 equal to the difference between the payments made and the
payments due after giving effect to the Third Amendment.
5. LEGAL OBLIGATION. The Company represents and warrants to each
Bank that this Third Amendment constitutes the legal, valid and binding
obligation of the Company, enforceable against it in accordance with its terms,
subject to the effects of bankruptcy, insolvency, fraudulent conveyances,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.
6. CONTINUING EFFECT; APPLICATION. Except as expressly amended
hereby, the February 1997 Five-Year Agreement and Amendment shall continue to be
and shall remain in full force and effect in accordance with its terms.
7. EXPENSES. The Company agrees to pay or reimburse the Agent for
all of its reasonable out-of-pocket costs and expenses incurred in connection
with the development, preparation and execution of, and any amendment,
supplement or modification to, this Third Amendment and any other documents
prepared in connection herewith, and the consummation of
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the transactions contemplated hereby and thereby, including, without limitation,
the reasonable fees and disbursements of counsel to the Agent.
8. GOVERNING LAW. THIS THIRD AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
9. COUNTERPARTS. This Third Amendment may be executed by one or
more of the parties to this Third Amendment on any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Third
Amendment signed by all the parties shall be lodged with the Company and the
Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
COLUMBIA/HCA HEALTHCARE CORPORATION
By:
-------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as Agent, as CAF
Loan Agent and as a Bank
By:
-------------------------------------
Name:
Title:
ABN AMRO BANK N.V., as a Bank
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
ARAB BANK PLC, GRAND CAYMAN BRANCH, as a Bank
By:
-------------------------------------
Name:
Title:
BANCA MONTE DEI PASCHI DI SIENA SpA, as a Bank
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
BANCA NAZIONALE del LAVORO, SpA, as a Bank
By:
-------------------------------------
Name:
Title:
BANK ONE TEXAS, N.A., as a Bank
By:
-------------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as a Co-Agent and as a Bank
By:
-------------------------------------
Name:
Title:
THE BANK OF NEW YORK, as a Co-Agent and as a Bank
By:
-------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Bank
By:
-------------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a Bank
By:
-------------------------------------
Name:
Title:
BANK OF YOKOHAMA, as a Bank
By:
-------------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS -Houston Agency, as a Bank
By:
-------------------------------------
Name:
Title:
XXXXXXX BANK, N.A., as a Bank
By:
-------------------------------------
Name:
Title:
CITIBANK, N.A., as a Bank
By:
-------------------------------------
Name:
Title:
COMERICA BANK, as a Bank
By:
-------------------------------------
Name:
Title:
CORESTATES BANK, N.A., as a Bank
By:
-------------------------------------
Name:
Title:
CRESTAR BANK, as a Bank
By:
-------------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LIMITED, ATLANTA AGENCY, as a
Bank
By:
-------------------------------------
Name:
Title:
DEN DANSKE BANK AKTIESELSKAB, as a Bank
CAYMAN ISLANDS BRANCH c/o New York Branch
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS
BRANCH, as a Co-Agent and as a Bank
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
FIRST AMERICAN NATIONAL BANK, as a Bank
By:
-------------------------------------
Name:
Title:
FIRST HAWAIIAN BANK, as a Bank
By:
-------------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as a Bank
By:
-------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK, as a Bank
By:
-------------------------------------
Name:
Title:
FLEET NATIONAL BANK, as a Co-Agent and as a Bank
By:
-------------------------------------
Name:
Title:
THE FUJI BANK LIMITED, as a Co-Agent and as a Bank
By:
-------------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA AGENCY,
as a Co-Agent and as a Bank
By:
-------------------------------------
Name:
Title:
KEYBANK NATIONAL ASSOCIATION, as a Bank
By:
-------------------------------------
Name:
Title:
THE MITSUBISHI TRUST AND BANKING CORPORATION, as a Bank
By:
-------------------------------------
Name:
Title:
THE MITSUI TRUST AND BANKING COMPANY, LIMITED, NEW YORK
BRANCH, as a Bank
By:
-------------------------------------
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as a Co-
Agent and as a Bank
By:
-------------------------------------
Name:
Title:
NATIONAL CITY BANK OF KENTUCKY, as a Bank
By:
-------------------------------------
Name:
Title:
NATIONSBANK, N.A. as a Co-Agent and as a Bank
By:
-------------------------------------
Name:
Title:
THE NORINCHUKIN BANK, NEW YORK BRANCH, as a Bank
By:
-------------------------------------
Name:
Title:
THE NORTHERN TRUST COMPANY, as a Bank
By:
-------------------------------------
Name:
Title:
PNC BANK, N.A., as a Co-Agent and as a Bank
By:
-------------------------------------
Name:
Title:
THE SAKURA BANK, LTD. NEW YORK BRANCH, as a Lead
Manager and as a Bank
By:
-------------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED, as a Lead Manager and as a
Bank
By:
-------------------------------------
Name:
Title:
THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK
BRANCH, as a Bank
By:
-------------------------------------
Name:
Title:
SUNTRUST BANK, NASHVILLE, N.A., as a Lead Manager and
as a Bank
By:
-------------------------------------
Name:
Title:
THE TOKAI BANK, LIMITED, NEW YORK BRANCH, as a Bank
By:
-------------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC., as a Co-Agent and as a
Bank
By:
-------------------------------------
Name:
Title:
THE TOYO TRUST & BANKING CO., LTD., as a Bank
By:
-------------------------------------
Name:
Title:
UNION BANK OF SWITZERLAND, NEW YORK BRANCH, as a Co-
Agent and as a Bank
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
UNION PLANTERS BANK OF MIDDLE TENNESSEE, N.A.
By:
-------------------------------------
Name:
Title:
WACHOVIA BANK OF GEORGIA, N.A., as a Co-Agent and as a
Bank
By:
-------------------------------------
Name:
Title:
XXXXX FARGO BANK, N.A., as a Lead Manager and as a Bank
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
YASUDA TRUST AND BANKING, as a Bank
By:
-------------------------------------
Name:
Title:
SCHEDULE V
----------
Applicable Margins
------------------
===============================================================================
REVOLVING CREDIT LOANS
-------------------------------------------------------------------------------
ALTERNATE BASE
CATEGORY RATE LOANS EURODOLLAR LOANS
-------------------------------------------------------------------------------
LEVEL I PERIOD .0000% .4500%
LEVEL II PERIOD .0000% .6500%
LEVEL III PERIOD .0000% .8500%
LEVEL IV PERIOD .5000% 1.5000%
===============================================================================
