Exhibit 10
SEVENTH AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT
and
LIMITED WAIVER
THIS SEVENTH AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT and
LIMITED WAIVER, dated as of August 29, 2003 (the "Amendment"), is by and among
MIDWEST EXPRESS HOLDINGS, INC. (the "Borrower"), the lenders party hereto and
U.S. BANK NATIONAL ASSOCIATION, as Agent (the "Agent").
RECITALS
WHEREAS, the Borrower is party to that certain Senior Secured Revolving
Credit Agreement, dated as of August 31, 2001, by and among the Borrower, the
lenders party thereto (each, a "Lender" and collectively, the "Lenders") and the
Agent, as amended by the First Amendment to Senior Secured Revolving Credit
Agreement dated as of January 9, 2002, the Second Amendment to Senior Secured
Revolving Credit Agreement dated as of June 28, 2002, the Third Amendment to
Senior Secured Revolving Credit Agreement dated as of August 29, 2002, the
Fourth Amendment to Senior Secured Revolving Credit Agreement dated as of
September 30, 2002, the Fifth Amendment to Senior Secured Revolving Credit
Agreement dated as of October 7, 2002, and the Sixth Amendment to Senior Secured
Revolving Credit Agreement and Limited Waiver dated as of February 18, 2003 (as
so amended, the "Credit Agreement") and
WHEREAS, certain Events of Default exist under the Credit Agreement as
follows: (i) under Section 8(d)(i) by the Borrower's failure prior to August 29,
2003 to comply with the requirements of Sections 6.11 and 6.12, (ii) under
Section 8(e)(i) by the failure prior to August 19, 2003 of the Borrower or any
Guarantor to make payment when due upon its aircraft leasing and aircraft
lending arrangements, which defaults were waived on August 19, 2003 by each
applicable aircraft lessor and aircraft lender, and (iii) under Section 8(1) by
the existence of a holdback of the Gross Exposure under the Card Processing
Agreement in excess of the maximum amount permitted under such section and the
Card Processor has in fact enforced such requirement (collectively, the
"Specified Events of Default") and
WHEREAS, the Borrower has requested that the Lenders and the Agent amend
the Credit Agreement and waive the Specified Events of Default as set forth
herein; and
WHEREAS, to induce the Lenders and the Agent to enter into this Amendment
the Borrower has made certain material representations and promises to the
Lenders and the Agent as set forth herein; and
WHEREAS, the Lenders and the Agent are willing to enter into this Amendment
in reliance upon the material representations and promises made by the Borrower
to the Lenders and the Agent, but only under the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants, conditions and agreements set forth herein, and for other good and
valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
ARTICLE I
DEFINITIONS AND INCORPORATION OF RECITALS
1.1 Definitions. Capitalized terms used in this Amendment but not defined
herein shall have the definitions assigned in the Credit Agreement.
1.2 Recitals. Each of the Recitals set forth above is confirmed and adopted
by the parties hereto as if set forth herein.
ARTICLE II
AMENDMENTS
The Credit Agreement is amended as follows:
2.1 Section 1.1 -- Definitions -- Extension Period. The new definition
"Extension Period" is added to Section 1.1 of the Credit Agreement as follows:
"Extension Period" means the time period from August 29, 2003 to the
Revolving Termination Date.
2.2 Section 1.1 - Definitions - LOC Committed Amount. The definition of
"LOC Committed Amount" in Section 1.1 is deleted in its entirety and replaced by
the following:
"LOC Committed Amount" means, collectively, the aggregate amount of
all of the LOC Commitments of the Lenders to issue and participate in
Letters of Credit as referenced in Section 2.2(a) and, individually, the
amount of each Lender's LOC Commitment as specified in Schedule 2.1(a)
(subject to adjustment on account of assignment pursuant to the provisions
of Section 10.6(c) hereof), and further subject to automatic reduction by
the undrawn amount of any Letter of Credit that expires or is otherwise
cancelled and no longer available to be drawn upon on or after August 29,
2003. Schedule 2.1(a) shall automatically be deemed to be amended to
reflect such reductions without any further action by the Borrower, the
Agent or the Lenders.
2.3 Section 1.1-- Definitions. The definition of "Revolving Termination
Date" in Section 1.1 is deleted in its entirety and replaced by the following:
"Revolving Termination Date" means November 26, 2003, or the date when
the Revolving Commitments are terminated in full pursuant to this Credit
Agreement.
2.4 Section 1.1 -- Definitions. The definition of "Revolving Committed
Amount" contained in Section 1.1 of the Credit Agreement is amended in its
entirety to read as follows:
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"Revolving Committed Amount" means, collectively, the aggregate amount
of all of the Revolving Commitments as referenced in Section 2.1(a) and,
individually, the amount of each Lender's Revolving Commitment as specified
in Schedule 2.1(a), subject to adjustment on account of assignment pursuant
to the provisions of Section 10.6(c) hereof, and further subject to
automatic reduction by the undrawn amount of any Letter of Credit that
expires or is otherwise cancelled and no longer available to be drawn upon
on or after August 29, 2003. Schedule 2.1(a) shall automatically be deemed
to be amended to reflect such reductions without any further action by the
Borrower, the Agent or the Lenders.
2.5 Section 1.1-- Definitions - Unrestricted Cash Balances. The new
definition "Unrestricted Cash Balances" is added to Section 1.1 of the Credit
Agreement as follows:
"Unrestricted Cash Balances" means, as of the date of any computation,
the sum of the aggregate balances of cash and cash equivalents owned by the
Borrower and the Guarantors reported on line (1) as "unrestricted cash
balances" on the executed certificate delivered weekly by the Borrower to
the Lenders pursuant to Section 6.4(h), but excluding in any event any cash
or cash equivalent that is subject to any holdback, escrow, deposit,
setoff, lien, pledge, security interest, encumbrance, limitation or
restriction in favor of or imposed by any Person other than the Agent or
any Lender for the benefit of all Lenders, other than ordinary bankers'
liens and rights of setoff in favor of the Person maintaining the account
where such cash or cash equivalents are maintained.
2.6 Section 2.4 - No Further Loans or Letters of Credit. A new Section 2.4
of the Credit Agreement is created to read as follows:
2.4 No Further Loans or Letters of Credit. Notwithstanding anything to
the contrary in this Credit Agreement, on and after August 29, 2003 (i) the
Borrower may not request, and the Lenders may not make, any Loan (provided,
however, that a Mandatory Borrowing pursuant to Section 2.2(e) shall
nevertheless be made if the Borrower shall fail to reimburse the Issuing
Lender for a drawing under any Letter of Credit pursuant to Sections 2.2(d)
and 2.6), and (ii) the Borrower may not request, and the Issuing Lender may
not issue, renew, extend or amend any Letter of Credit.
2.7 Section 2.5 - Special Repayment Provision. A new Section 2.5 of the
Credit Agreement is created to read as follows:
2.5 Special Repayment Provision. Notwithstanding anything to the
contrary in this Credit Agreement, on or before August 29, 2003 the
Borrower shall repay in full the principal amount of all outstanding Loans,
together with all accrued interest thereon.
2.8 Section 2.6-- Special Letter of Credit Provisions. A new Section 2.6 of
the Credit Agreement is created to read as follows:
2.6 Special Letter of Credit Provisions. Notwithstanding anything to
the contrary in this Credit Agreement or any LOC Document, the Issuing
Lender shall give notice, pursuant to each outstanding Letter of Credit and
its related LOC Documents, that
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the Issuing Lender will not renew or extend the expiry date of such Letter
of Credit, if such Letter of Credit requires the Issuing Lender to give
notice of renewal or nonrenewal thereof during the Extension Period. In the
event of any drawing under any Letter of Credit, the Borrower shall
reimburse the Issuing Lender pursuant to, and within the time specified by,
Section 2.2(d), provided, however, that on and after August 29, 2003 the
Borrower may not request a Revolving Loan to reimburse a drawing under a
Letter of Credit. The Borrower shall diligently seek to cause the
beneficiary of any Letter of Credit that expires undrawn during the
Extension Period to return such Letter of Credit to the Issuing Lender
within 5 Business Days of the expiry date thereof, together with a letter
from the beneficiary addressed to the Issuing Lender stating that the
Letter of Credit is being returned for cancellation and the beneficiary is
no longer relying on the Letter of Credit for any purpose whatsoever.
2.9 Section 3.4(d) - Seventh Amendment Fee. A new Section 3.4(d) of the
Credit Agreement is created to read as follows:
(d) Seventh Amendment Fee. The Borrower agrees to pay to the Agent,
for the ratable benefit of the Lenders, an amendment fee (the "Seventh
Amendment Fee") in an amount equal to $250,000. The Seventh Amendment Fee
shall be fully earned on August 29, 2003 and payable in the following
amounts and on the following dates: (a) $200,000 due on August 29, 2003,
(b) $12,500 due on October 29, 2003, (c) $12,500 due on November 4, 2003,
(d) $12,500 due on November 11, 2003, and (e) $12,500 due on November 18,
2003. Notwithstanding the foregoing, the Lenders will forgive:
(i) the installment payments described in the preceding clauses
(b), (c), (d) and (e) so long as the Borrower repays all of the
Obligations (other than LOC Obligations for undrawn amounts of
outstanding Letters of Credit which have been either fully cash
collateralized to the satisfaction of the Agent or supported by a
standby letter of credit from a financial institution which is
acceptable to the Agent and is in form and substance acceptable to the
Agent) in full, in cash, on or prior to October 29, 2003 and, after
giving effect to Section 4.1 of the Seventh Amendment to Senior
Secured Revolving Credit Agreement and Limited Waiver dated as of
August 29, 2003 among the Borrower, the Lenders and the Agent, no
Event of Default has occurred on or prior to the date when the
Obligations are so repaid;
(ii) the installment payments described in the preceding clauses
(c), (d) and (e) so long as the Borrower repays all of the Obligations
(other than LOC Obligations for undrawn amounts of outstanding Letters
of Credit which have been either fully cash collateralized to the
satisfaction of the Agent or supported by a standby letter of credit
from a financial institution which is acceptable to the Agent and is
in form and substance acceptable to the Agent) in full, in cash, after
October 29, 2003 but on or prior to November 4, 2003 and, after giving
effect to Section 4.1 of the Seventh Amendment to Senior Secured
Revolving Credit Agreement and Limited Waiver dated as of August 29,
2003 among the Borrower, the Lenders and the Agent, no Event of
Default has occurred on or prior to the date when the Obligations are
so repaid;
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(iii) the installment payments described in the preceding clauses
(d) and (e) so long as the Borrower repays all of the Obligations
(other than LOC Obligations for undrawn amounts of outstanding Letters
of Credit which have been either fully cash collateralized to the
satisfaction of the Agent or supported by a standby letter of credit
from a financial institution which is acceptable to the Agent and is
in form and substance acceptable to the Agent) in full, in cash, after
November 4, 2003 but on or prior to November 11, 2003 and, after
giving effect to Section 4.1 of the Seventh Amendment to Senior
Secured Revolving Credit Agreement and Limited Waiver dated as of
August 29, 2003 among the Borrower, the Lenders and the Agent, no
Event of Default has occurred on or prior to the date when the
Obligations are so repaid; and
(iv) the installment payments described in the preceding clause
(e) so long as the Borrower repays all of the Obligations (other than
LOC Obligations for undrawn amounts of outstanding Letters of Credit
which have been either fully cash collateralized to the satisfaction
of the Agent or supported by a standby letter of credit from a
financial institution which is acceptable to the Agent and is in form
and substance acceptable to the Agent) in full, in cash, after
November 11, 2003 but on or prior to November 18, 2003 and, after
giving effect to Section 4.1 of the Seventh Amendment to Senior
Secured Revolving Credit Agreement and Limited Waiver dated as of
August 29, 2003 among the Borrower, the Lenders and the Agent, no
Event of Default has occurred on or prior to the date when the
Obligations are so repaid.
2.10 Section 5.2 -- Financial Statements. The second sentence of Section
5.2 of the Credit Agreement is amended in its entirety to read as follows:
"There has been no material adverse change in the business, properties or
conditions (financial or otherwise) of the Borrower or any of the Guarantors
since December 31, 2002, except as otherwise disclosed in documents filed on or
before August 29, 2003 by the Borrower with the Securities and Exchange
Commission pursuant to the reporting requirements of the Securities Exchange Act
of 1934, as amended."
2.11 Section 6.11-- Leverage Ratio. Section 6.11 of the Credit Agreement is
amended in its entirety to read as follows: "[Reserved]."
2.12 Section 6.12-- Fixed Charge Coverage Ratio. Section 6.12 of the Credit
Agreement is amended in its entirety to read as follows: "[Reserved]."
2.13 Section 7.13-- Minimum Unrestricted Cash Balances. Section 7.13 of the
Credit Agreement is amended in its entirety to read as follows:
7.13 Minimum Unrestricted Cash Balances. The Borrower shall not permit
Unrestricted Cash Balances to be less than $26,500,000 at any time.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to the Agent and the Lenders
that:
3.1 Credit Agreement. After giving effect to this Amendment, all of the
representations and warranties made by the Borrower in the Credit Agreement are
true and correct as of the date hereof. No Default or Event of Default under the
Credit Agreement has occurred and is continuing as of the date of this
Amendment, except the Specified Events of Default.
3.2 Authorization; Enforceability. The making, execution and delivery of
this Amendment, and performance of and compliance with the terms of the Credit
Agreement, as amended, have been duly authorized by all necessary corporate
action by the Borrower. This Amendment is the valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with its terms.
3.3 Absence of Conflicting Obligations. The making, execution and delivery
of this Amendment, and performance of and compliance with the terms of the
Credit Agreement, as amended, do not violate any presently existing provision of
law or the articles of incorporation or bylaws of the Borrower or any agreement
to which the Borrower is a party or by which it is bound.
ARTICLE IV
MISCELLANEOUS
4.1 Limited Waiver.
(a) The Required Lenders hereby waive the Specified Events of Default until
the Revolving Termination Date.
(b) This waiver is limited to the Specified Events of Default and shall not
be construed to constitute (i) any waiver of any other event, circumstance or
condition or of any other right or remedy available to the Agent or any Lender
pursuant to the Credit Agreement or any other Credit Document, (ii) a consent to
any departure by the Borrower or any Subsidiary from any other term or
requirement of the Credit Agreement or any other Credit Document, or (iii) any
indication that the Required Lenders are prepared to grant any further waiver of
any provision of the Credit Agreement or any other Credit Document.
4.2 Continuance of Credit Agreement. Except as specifically amended by this
Amendment, the Credit Agreement shall remain in full force and effect.
4.3 Survival. All agreements, representations and warranties made in this
Amendment or in any documents delivered pursuant to this Amendment shall survive
the execution of this Amendment and the delivery of any such document.
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4.4 Governing Law. This Amendment shall be governed by the laws of the
State of Wisconsin (without regard to choice of law principles).
4.5 Counterparts; Headings. This Amendment may be executed in several
counterparts, each of which shall be deemed an original, but such counterparts
shall together constitute but one and the same agreement. Article and Section
headings in this Amendment are inserted for convenience of reference only and
shall not constitute a part hereof.
4.6 Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Amendment or affecting the validity or
enforceability of such provision in any other jurisdiction.
4.7 Conditions to Effectiveness. This Amendment shall become effective as
of the date hereof upon the satisfaction of each the following conditions
precedent:
(a) The Agent shall have received a fully-executed copy of this Amendment,
executed by each of the Borrower, the Lenders and the Agent;
(b) The Agent shall have received a fully-executed copy of a Reaffirmation
of Guaranty in the form attached hereto, executed by each of the Guarantors;
(c) No Default or Event of Default shall have occurred and be continuing,
except the Specified Events of Default;
(d) The Borrower shall have repaid in full the principal amount of all
outstanding Loans, together with all accrued interest thereon; and
(e) The Borrower shall have paid the $200,000 installment of the Seventh
Amendment Fee due on August 29, 2003.
4.8 Costs and Expenses. Without limiting any provisions of the Credit
Agreement or any of the prior Amendments thereto relating to the payment of fees
and expenses by Borrower, Borrower shall pay promptly all costs and expenses of
the Agent incurred in connection with this Amendment, including fees and
expenses of the Agent's legal counsel.
4.9 Ratification. The Credit Agreement, as amended hereby, the other Credit
Documents and all other documents, instruments and agreements related thereto,
are hereby ratified and confirmed in all respects and shall continue in full
force and effect. The Credit Agreement shall, together with this Amendment, be
read and construed as a single agreement. All references in the Credit
Agreement, the other Credit Documents and any related agreement or instrument
shall hereafter refer to the Credit Agreement as amended hereby.
4.10 No Other Amendments. Except as expressly provided in this Amendment,
all of the terms and conditions of the Credit Agreement and the other Credit
Documents remain in full force and effect. Nothing contained in this Amendment
shall be construed to imply a willingness on the part of the Lenders or the
Agent to grant any similar or other future waivers or
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amendments of any of the terms and conditions of the Credit Agreement or the
other Credit Documents.
4.11 Release. In order to induce the Agent and the Lenders to enter into
this Amendment, the Borrower and the Guarantors acknowledge and agree that: (a)
they do not have any claim or cause of action against the Agent or any of the
Lenders (or any of their respective directors, officers, employees or agents);
(b) they do not have any offset right, counterclaim or defense of any kind
against any of their obligations, indebtedness or liabilities to the Agent and
the Lenders; and (c) each of the Agent and the Lenders have heretofore properly
performed and satisfied in a timely manner all of their obligations to the
Borrower and the Guarantors. The Borrower and the Guarantors wish to eliminate
any possibility that any past conditions, acts, omissions, events, circumstances
or matters would impair or otherwise adversely affect any of the Agent's or the
Lenders' rights, interests, contracts, collateral security or remedies.
Therefore, the Borrower and the Guarantors unconditionally release, waive and
forever discharge (i) any and all liabilities, obligations, duties, promises or
indebtedness of any kind of the Agent or any of the Lenders to the Borrower or
any Guarantor, except the obligations to be performed by the Agent and the
Lenders as expressly stated in the Credit Agreement, as amended hereby, and the
other Credit Documents, and (ii) all claims, offsets, causes of action, suits or
defenses of any kind whatsoever (if any), whether arising at law or in equity,
whether known or unknown, which the Borrower or any Guarantor might otherwise
have against the Agent or any of the Lenders or any of their directors,
officers, employees or agents, in either case (i) or (ii) on account of any
condition, act, omission, event, contract, liability, obligation, indebtedness,
claim, cause of action, defense, circumstance or matter of any kind whatsoever
arising or occurring on or prior to the date of this Amendment. Except as
prohibited by law, the Borrower and the Guarantors hereby waive any right they
may have to claim or recover in any litigation involving the Agent or any of the
Lenders, any special, exemplary, punitive or consequential damages or any
damages other than, or in addition to, actual damages. The Borrower and the
Guarantors (A) certify that no representative, agent or attorney of any Lender
or the Agent has represented, expressly or otherwise, that such Lender or the
Agent would not, in the event of litigation, seek to enforce the foregoing
waivers, releases and discharges, and (B) acknowledge that the Agent and the
Lenders have been induced to enter into this Amendment by, among other things,
the waivers, releases, discharges and certifications contained herein. The
waivers, releases and discharges in this paragraph shall be effective regardless
of any other event that may occur or not occur on or after the date hereof.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first written above.
MIDWEST EXPRESS HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Title: Secretary
U.S. BANK NATIONAL
ASSOCIATION, in its capacity
as Agent and as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Title: Vice President
M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Title: Vice President
Attest: /s/ Authorized Signature
---------------------------------
Title: Senior Vice President
BANK ONE, NA (Main Office Chicago)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Title: AVP
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REAFFIRMATION OF GUARANTY
Each of the undersigned (each a "Guarantor") executed a Subsidiary Guaranty
(each a "Guaranty") dated as of August 31, 2001 in favor of the Lenders (as
defined in each Guaranty) pursuant to which each Guarantor guaranteed certain
obligations owed by Midwest Express Holdings, Inc. (the "Borrower") to the
Lenders, including, without limitation, all debts, liabilities, obligations,
covenants and agreements of the Borrower in that certain Senior Secured
Revolving Credit Agreement, dated as of August 31, 2001 (as amended from time to
time, the "Credit Agreement"), by and between the Borrower, the Lenders and U.S.
Bank National Association, as Agent for the Lenders, and related agreements, as
amended. Each Guarantor acknowledges and consents to the Seventh Amendment to
Senior Secured Revolving Credit Agreement and Limited Waiver of even date
herewith (the "Amendment") and hereby agrees that it shall remain liable under
its Guaranty for all amounts owed pursuant to the Credit Agreement, as amended
by the Amendment, and the related agreements. Further, each Guarantor expressly
agrees that it shall be irrevocably bound by the provisions of the Release set
forth in Section 4.11 of the Amendment,
Dated as of August 29, 2003.
MIDWEST AIRLINES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Title: Sr. Vice President, Secretary,
General Counsel
SKYWAY AIRLINES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Title:
MIDWEST EXPRESS SERVICES - OMAHA, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Title: Vice President
MIDWEST EXPRESS SERVICES - KANSAS CITY, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Title: Vice President
YX PROPERTIES, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Title: Vice President
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SCHEDULE 2.1(a)
REVOLVING COMMITMENTS, LOC COMMITMENTS
and SWING LINE COMMITMENT PERCENTAGES
------------------------------- ------------------- -----------------------
Revolving Revolving
Commitment Amount Commitment Percentage
------------------------------- ------------------- -----------------------
U.S. Bank National Association $7,623,698.26 48.1818%
------------------------------- ------------------- -----------------------
M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Bank $5,897,575.81 37.2727%
------------------------------- ------------------- -----------------------
Bank One, NA $2,301,501.88 14.5455%
------------------------------- ------------------- -----------------------
Totals $15,822,775.95 100.0000%
------------------------------- ------------------- -----------------------
------------------------------- ------------------- -----------------------
LOC Commitment LOC Commitment
Amount Percentage
------------------------------- ------------------- -----------------------
U.S. Bank National Association $7,623,698.26 48.1818%
------------------------------- ------------------- -----------------------
M&I ▇▇▇▇▇▇▇▇ & Ilsley Bank $5,897,575.81 37.2727%
------------------------------- ------------------- -----------------------
Bank One, NA $2,301,501.88 14.5455%
------------------------------- ------------------- -----------------------
Totals $15,822,775.95 100.0000%
------------------------------- ------------------- -----------------------
-------------------------------------------- -----------------------
Swing Line Commitment
Percentage
-------------------------------------------- -----------------------
U.S. Bank National Association N/A
-------------------------------------------- -----------------------
M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Bank N/A
-------------------------------------------- -----------------------
Bank One, NA N/A
-------------------------------------------- -----------------------
Totals N/A
-------------------------------------------- -----------------------
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