EXHIBIT 10.11
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT is made and entered
into as of February 6, 2002, by and among ENTERCOM RADIO, LLC, a Delaware
limited liability company (the "Borrower"), ENTERCOM COMMUNICATIONS CORP., a
Pennsylvania corporation (the "Parent"), the FINANCIAL INSTITUTIONS listed on
the signature pages hereof (the "Lenders"), KEY CORPORATE CAPITAL INC., as
Administrative Agent and Co-Documentation Agent (the "Administrative Agent"),
and BANK OF AMERICA, N.A., as Syndication Agent and Co-Documentation Agent (the
"Syndication Agent").
RECITALS
A. The Borrower, the Parent, the Lenders, the Administrative
Agent and the Syndication Agent entered into a Credit Agreement dated as of
December 16, 1999, as amended by the First Amendment to Credit Agreement, dated
as of May 31, 2001 (the "Original Agreement"), pursuant to which the Lenders
agreed to make available to the Borrower loans of up to $650,000,000 (subject to
increase under certain circumstances up to $1,000,000,000). The Original
Agreement, as amended hereby, may be referred to hereinafter as the "Credit
Agreement." Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to them in the Credit Agreement.
B. The Borrower and the Parent have requested that certain
changes be made to the Original Agreement. Subject to the terms and conditions
of this Amendment, the Agents and the Lenders have agreed to such request.
AGREEMENTS
In consideration of the foregoing Recitals and of the
covenants and representations contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower, the Parent, the Agents and the Lenders agree as follows:
1. Amendments. Subject to the satisfaction of the conditions set forth
in Section 2 of this Amendment, the Original Agreement shall be amended as
follows:
(a) Section 1.1 shall be amended by adding the following new definition
of "Financing Subsidiary" in proper alphabetical order:
"Financing Subsidiary" means a wholly owned corporate
Subsidiary of the Parent or the Borrower created for purposes
of incurring Subordinated Debt pursuant to Section 8.1(g) that
holds no capital stock or other equity interests in any
Subsidiary or other Person, that has no operating assets or
other material assets (other than (i) the proceeds of such
Subordinated Debt, which proceeds shall immediately be
transferred to the Borrower, and (ii) amounts received from
the Borrower to pay interest on such Subordinated Debt to the
extent such interest payment is permitted pursuant to the
subordination provisions of such Subordinated Debt), and that
conducts no business other than in connection with the
issuance of such Subordinated Debt and the payment of
interest, from amounts received from the Borrower, on such
Subordinated Debt to the extent such interest payment is
permitted pursuant to the subordination provisions of such
Subordinated Debt.
(b) The definition of the term "Leverage Ratio" in Section 1.1 shall be
amended and restated in its entirety to read as follows:
"Leverage Ratio", as of any date, means the ratio of
Total Debt, as of such date, to Operating Cash Flow for the
four fiscal quarter period then ended or most recently ended;
provided, however, that, solely for purposes of calculating
the Leverage Ratio at any time prior to December 31, 2002,
Total Debt as of any date of determination shall be reduced
(but not below zero) by the amount of cash and cash
equivalents of the Borrower and its Subsidiaries as of such
date in excess of $3,000,000, as certified by the chief
financial officer of the Borrower.
(c) The definition of the term "Subordinated Debt" in Section 1.1 shall
be amended and restated in its entirety to read as follows:
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"Subordinated Debt" means the unsecured Indebtedness
of the Parent in respect of the TIDES Subordinated Debentures
and all other unsecured Indebtedness of the Borrower, the
Parent and any Financing Subsidiary incurred pursuant to the
provisions of Section 8.1(g).
(d) Section 5.27 shall be amended in its entirety to read as follows:
5.27 License Subsidiaries. No Loan Party (other than
a License Subsidiary) holds any License (other than an
Excluded License) issued by the FCC. No License Subsidiary (a)
has any Indebtedness (other than (i) pursuant to the
Subsidiary Guaranty, (ii) the Subsidiary Security Agreement,
(iii) Indebtedness owing by a License Subsidiary to another
Loan Party, and (iv) any guaranty permitted pursuant to
Section 8.3), (b) has any assets other than FCC Licenses, (c)
is a party to or bound by any contract or agreement (other
than (i) agreements pursuant to which Loan Parties that are
not License Subsidiaries manage and operate the Stations, (ii)
the Subsidiary Guaranty, (iii) the Subsidiary Security
Agreement, (iv) agreements evidencing Indebtedness owing by a
License Subsidiary to another Loan Party, and (v) any guaranty
permitted pursuant to Section 8.3), (d) conducts any business
or (e) has any employees, and there are no Liens of any nature
whatsoever on any of the property or assets of any License
Subsidiary except in favor of the Administrative Agent, for
the benefit of the Lenders. All of the Licenses issued by the
FCC in connection with the ownership and operation of each
Station (other than the Excluded Licenses), have been, or at
the applicable closing of the acquisition of such Station will
be, duly assigned to a License Subsidiary.
(e) Section 5.29 shall be amended in its entirety to read as follows:
5.29 The Parent. After giving effect to the Drop
Down, the Parent (a) has no Indebtedness (other than (i)
pursuant hereto, (ii) pursuant to the TIDES Subordinated
Debentures and the TIDES Indenture and the guaranties and
other documents and instruments entered into in connection
therewith, (iii) certain trade payables reasonably incurred in
the ordinary course of the operation of the Stations and of
the Parent's corporate headquarters, and (iv) guaranties
permitted pursuant to Section 8.3), (b) has no assets other
than (i) furniture, fixtures and equipment located in its
corporate office and certain other non-material assets not
used in the operation of any Station and (ii) its equity
interests in the TIDES Trust, the Borrower, and Financing
Subsidiaries, (c) is not a party to or bound by any contract
or agreement other than the Station Contracts, certain
contracts relating to the TIDES Subordinated Debentures,
certain contracts relating to Subordinated Debt permitted
pursuant to Section 8.1(g) and guaranties permitted pursuant
to Section 8.3, and (d) does not conduct any business other
than holding the Membership Interests in the Borrower and the
common securities of the TIDES Trust and entering into and
performing the Station Contracts, and there are no Liens of
any nature whatsoever on any of the property or assets of the
Parent except Permitted Liens.
(f) Section 8.1(b) shall be amended and restated in its entirety to
read as follows:
(b) Indebtedness permitted under Sections 8.3, 8.4,
8.5 or 8.6 hereof and any other Indebtedness secured by a
Permitted Lien;
(g) Section 8.1(g) shall be amended and restated in its entirety to
read as follows:
(g) Subordinated Debt incurred by the Parent, the
Borrower (other than the indebtedness evidenced by the TIDES
Subordinated Debentures referred to in clause (f) above) or a
Financing Subsidiary, so long as (i) no principal is payable
(whether by scheduled amortization, mandatory redemption or
otherwise, other than pursuant to customary change of control
and asset sale redemption provisions) on such Indebtedness
prior to the date that is at least six months after the
Termination Date, (ii) the aggregate principal amount of all
Indebtedness incurred pursuant to this clause 8.1(g) does not
exceed at any time $250,000,000, (iii) the interest rate on
such Indebtedness (without regard to any financing costs or
expenses that may be characterized as interest) shall not
exceed 11%, (iv) the terms and conditions of such
Indebtedness, including the terms and conditions of
subordination, shall be no more onerous (taken as a whole) to
the Borrower or the Parent or any Financing Subsidiary or the
Borrower's Subsidiaries and no less favorable (taken as a
whole) to the Lenders, than the terms and conditions of
comparable Indebtedness issued by other similarly situated
companies in the broadcasting industry and shall be reasonably
satisfactory to the Agents, (v) the Borrower shall have
delivered to the Administrative Agent and the Lenders revised
projections for the period from the incurrence of such
Indebtedness through the Termination Date which shall be in
form and substance reasonably satisfactory to the
Administrative Agent, and the Borrower shall have demonstrated
to the satisfaction of the Administrative Agent that the
Borrower will be in compliance with all of the covenants
contained herein after giving effect to the incurrence of such
Indebtedness, (vi) no Possible Default or Event
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of Default exists at the time of incurrence of such
Indebtedness or would exist after giving effect thereto, (vii)
the Borrower shall have delivered to the Administrative Agent
a certificate executed by an executive officer of the Borrower
in form and substance satisfactory to the Administrative Agent
which shall contain calculations demonstrating on a pro forma
basis the Borrower's compliance with the financial covenants
set forth in this Section 8 after giving effect to the
incurrence of such Indebtedness, and (viii) if such
Subordinated Debt is incurred by the Parent or a Financing
Subsidiary, the Parent shall contribute, or cause the
Financing Subsidiary to contribute, the net proceeds thereof
to the Borrower promptly upon receipt;
(h) Section 8.2 shall be amended and restated in its entirety to read
as follows:
8.2 Liens. The Parent and the Borrower shall not, and
shall not permit any of the Borrower's Subsidiaries or any
Financing Subsidiary to, incur, create, assume or permit to
exist any Lien of any nature whatsoever on any property or
assets, whether real, personal or mixed, now owned or
hereafter acquired by such Loan Party, other than Permitted
Liens. From and after the Closing Date, the Parent and the
Borrower shall not, and shall not permit any of the Borrower's
Subsidiaries or any Financing Subsidiary to, enter into or
permit to exist any arrangement or agreement, other than
pursuant to this Agreement or any Collateral Document, which
directly or indirectly prohibits any Loan Party from creating
or incurring any Lien on any of its assets, other than (a)
leases and agreements regarding purchase money Indebtedness
permitted pursuant to Section 8.4 (so long as such prohibition
only relates to the asset that is subject to such lease or
that secures such Indebtedness and proceeds thereof), (b)
provisions in agreements which prohibit the assignment of such
agreements and (c) negative pledges and other agreements not
to create Liens contained in the documentation governing any
Subordinated Debt permitted pursuant to Section 8.1(g) (so
long as no such negative pledge or other agreement shall
prohibit any Lien securing any of the Obligations).
(i) Section 8.3 shall be amended and restated in its entirety to read
as follows:
8.3 Guaranties. The Parent and the Borrower shall
not, and shall not permit any of the Borrower's Subsidiaries
or any Financing Subsidiary to, become a Guarantor for any
Person, except for (a) the guaranty by the Parent of the TIDES
Preferred Securities, (b) guaranties by a Loan Party of
obligations of the Borrower or the Borrower's Subsidiaries
entered into in the ordinary course of business, (c)
endorsements of negotiable instruments for collection in the
ordinary course of business, (d) the Subsidiary Guaranty and
the Parent's guaranty pursuant to Section 11, (e) contingent
obligations incurred in the ordinary course of business of the
operation of the Stations with respect to surety and appeal
bonds, performance and return-of-money bonds and other similar
obligations not exceeding at any time outstanding $5,000,000
in aggregate liability, and (f) guaranties by the Parent, the
Borrower and the Borrower's Subsidiaries of any Subordinated
Debt incurred pursuant to Section 8.1(g) provided that each
such guaranty shall be in form and substance reasonably
satisfactory to the Administrative Agent, such guaranty of
Subordinated Debt shall be subordinated to the Obligations on
terms no less favorable to the Lenders than the subordination
provisions of the Subordinated Debt, and no Subsidiary shall
guarantee any Subordinated Debt unless (i) such Subsidiary
also has guaranteed the Obligations pursuant to the Subsidiary
Guaranty, and (ii) such guarantee of Subordinated Debt
provides for the release and termination thereof, without
action by any party, upon any sale, transfer or other
disposition (other than pursuant to a time brokerage agreement
permitted pursuant to Section 8.14(b)) of substantially all of
the assets of such Subsidiary, or any sale, transfer or other
disposition of substantially all of the capital stock or other
equity interests of such Subsidiary or of any direct or
indirect parent of such Subsidiary, in any such case, to a
Person that is not the Parent, the Borrower or a Subsidiary of
the Borrower.
(j) Section 8.7(b) shall be amended and restated in its entirety to
read as follows:
(b) Neither the Parent, nor the Borrower nor any of
the Borrower's Subsidiaries nor any Financing Subsidiary shall
redeem, discharge, pay, prepay or defease all or any portion
of the principal of any Subordinated Debt (or of any guaranty
of any Subordinated Debt), including the TIDES Subordinated
Debentures, prior to the payment in full in cash of all
Obligations. Neither the Parent, the Borrower nor any of the
Borrower's Subsidiaries nor any Financing Subsidiary shall
make any interest payment on any Subordinated Debt (or on any
guaranty of any Subordinated Debt), other than the TIDES
Subordinated Debentures, except in accordance with the
provisions of the agreements, instruments and other
documentation governing such Subordinated Debt and approved by
the Agents pursuant to Section 8.1(g).
(k) Section 8.9(b) shall be amended and restated in its entirety to
read as follows:
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(b) The Borrower shall not permit any of its
Subsidiaries, and the Parent shall not permit any Financing
Subsidiary, to agree to or to be subject to any restriction on
its ability to make Capital Distributions or loans or other
asset transfers to the Borrower or any Subsidiary of the
Borrower, other than (i) restrictions imposed by applicable
law, (ii) the restrictions set forth in this Section and (iii)
customary restrictions contained in the documentation
governing any Subordinated Debt permitted pursuant to Section
8.1(g).
(l) Section 8.13(c) shall be amended and restated in its entirety to
read as follows:
(c) Pro Forma Debt Service Ratio. The Borrower shall
not permit the ratio of Operating Cash Flow for any four
fiscal quarter period ending during any period listed in
Column A below to Pro Forma Debt Service as of the end of such
period to be less than the ratio set forth in Column B below
opposite such period:
Column A Column B
-------- --------
Period: Permitted Ratio:
------ ---------------
Closing through March 31, 2000: 1.50:1.00
April 1, 2000 through December 31, 2001: 1.75:1.00
January 1, 2002 through December 31, 2002: 1.25:1.00
January 1, 2003 and thereafter: 1.75:1.00
(m) Section 8.19 shall be amended and restated in its entirety to read
as follows:
8.19 Amendments or Waivers. The Parent and the
Borrower shall not, and shall not permit any of the Borrower's
Subsidiaries or any Financing Subsidiary to, amend, alter or
modify, or consent to or suffer any amendment, alteration or
modification of, the TIDES Indenture, the TIDES Subordinated
Debentures, the TIDES Trust Declaration or the TIDES Preferred
Securities or any notes or other documents, instruments or
agreements relating thereto, or any indenture, agreement,
instrument or guaranty relating to any Subordinated Debt
incurred pursuant to Section 8.1(g) or guaranty thereof
permitted pursuant to Section 8.3 or any notes or other
documents, instruments or agreements relating thereto, or any
Acquisition Agreement, License or Operating Agreement to which
such Loan Party is a party without the prior written consent
of the Required Lenders if such amendment, alteration or
modification imposes any significantly more onerous term or
condition on a Loan Party than is contained in such agreement,
note, document, License or contract as of the date hereof, or
affects in any way the subordination provisions of the
agreement or instrument governing or evidencing any
Subordinated Debt, or is otherwise materially adverse to the
Lenders, in either case as reasonably determined by the
Administrative Agent.
(n) Section 8.21 shall be amended and restated in its entirety to read
as follows:
8.21 Change in, and Conduct of, Business. The
Borrower shall not, and shall not permit any of its
Subsidiaries to, and the Parent shall not permit any Financing
Subsidiary to, change the nature of its business in any
material respect. The Borrower shall not permit its pro forma
consolidated revenues from the broadcasting operations of the
Stations to be less than 80% of its total pro forma
consolidated revenues. The Parent shall not engage in any
business other than (a) entering into and performing contracts
(i) on behalf of the Borrower and its Subsidiaries in
connection with the ordinary course of operation of the
Stations ("Station Contracts"), (ii) the contracts relating to
the TIDES Subordinated Debentures as in effect as of the date
hereof or as amended, altered or modified in accordance with
Section 8.19, and (iii) certain contracts relating to
Subordinated Debt permitted pursuant to Section 8.1(g) and
guaranties permitted pursuant to Section 8.3, and (b) holding
the Membership Interests in the Borrower, the common
securities of the TIDES Trust and the capital stock of
Financing Subsidiaries. The Parent shall not hold any material
assets other than the assets referred to in Section 5.29.
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(o) Section 8.23 shall be amended and restated in its entirety to read
as follows:
8.23 License Subsidiaries. The Parent and the
Borrower shall not, and shall not permit any of their
Subsidiaries (other than a License Subsidiary) to, hold any
FCC Licenses (other than Excluded Licenses), but rather shall
cause all FCC Licenses relating to the Stations (other than
Excluded Licenses) to be issued to and held by a License
Subsidiary. The Borrower shall not permit any License
Subsidiary to (a) incur, create, assume or permit to exist any
Indebtedness, other than pursuant to the Subsidiary Guaranty
and the other Collateral Documents or pursuant to guaranties
of Subordinated Debt permitted pursuant to Section 8.3(f), (b)
incur, create, assume or permit to exist any Lien of any
nature whatsoever on any property or assets now owned or
hereafter acquired by it except in favor of the Administrative
Agent, for the benefit of the Lenders, (c) make any Capital
Expenditures, (d) acquire any assets other than the Licenses,
(e) conduct any business, or (f) hire or engage any employees.
(p) Section 8 shall be amended by adding a new Section 8.24 at the end
thereof which shall read as follows:
8.24 Financing Subsidiaries. The Parent and the
Borrower shall not permit any Financing Subsidiary to acquire
any operating assets or other material assets (other than (i)
the proceeds of Subordinated Debt permitted pursuant to
Section 8.1(g), which proceeds shall immediately be
transferred to the Borrower, and (ii) amounts received from
the Borrower to pay interest on such Subordinated Debt to the
extent such interest payment is permitted pursuant to the
subordination provisions of such Subordinated Debt) or hold
any capital stock or other equity interests in any Subsidiary
or other Person or conduct any business other than in
connection with the issuance of Subordinated Debt permitted
pursuant to Section 8.1(g) and the payment of interest, from
amounts received from the Borrower, on such Subordinated Debt
to the extent such interest payment is permitted pursuant to
the subordination provisions of such Subordinated Debt. The
Parent and the Borrower shall not permit any Financing
Subsidiary that is not a Subsidiary of the Borrower to fail to
take any action that would be required by it pursuant to this
Agreement if it were a Subsidiary of the Borrower or to take
any action that would be prohibited to be taken by it pursuant
to this Agreement if it were a Subsidiary of the Borrower.
2. Conditions to Effectiveness. The amendment set forth in Section 1
shall be effective on such date on which all of the following conditions are
satisfied:
(a) the Borrower, the Parent, the Agents and the Required Lenders shall
have executed this Amendment and delivered counterpart signature pages to the
Administrative Agent or its counsel; and
(b) The Borrower shall have paid to the Administrative Agent, for the
accounts of the Lenders entitled thereto, a fee in an amount equal to 0.05% of
the outstanding Loans and unused Commitments of each Lender that executes and
delivers to the Administrative Agent (or its counsel) a signature page to this
Amendment no later than 2:00 P.M. Eastern Time on Wednesday, February 6, 2002.
This fee shall be payable promptly following the satisfaction of the conditions
set forth in Section 2(a). Once paid, this fee shall not be refundable under any
circumstances.
3. Representations, Warranties and Events of Default.
(a) Each and every representation and warranty of the Borrower and the
Parent set forth in the Original Agreement (other than those which by their
terms are limited to a specific date) is hereby confirmed and ratified in all
material respects, and such representations and warranties as so confirmed and
ratified shall be deemed to have been made and undertaken as of the date of this
Amendment as well as at the time they were made and undertaken, except to the
extent such representations and warranties have been affected by events
permitted pursuant to the Credit Agreement.
(b) Each of the Borrower and the Parent represents and warrants that:
(i) No Event of Default or Possible Default now exists or will
exist immediately following the execution hereof.
(ii) All necessary corporate, member, stockholder or other
actions on the part of the Borrower, the Members of the Borrower, the Parent and
the stockholders of the Parent to authorize the execution, delivery and
performance of this Amendment have been taken; each of this Amendment and the
Original Agreement as amended hereby has been duly and validly executed and
delivered and, upon the effectiveness of this Amendment pursuant to Section 2
hereof, is
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legally valid and binding upon the Borrower and the Parent and enforceable in
accordance with its terms, except to the extent that the enforceability thereof
may be limited by bankruptcy, insolvency or like laws or by general equitable
principles.
(iii) The execution, delivery and performance of this
Amendment and of the Original Agreement as amended hereby and all actions and
transactions contemplated hereby will not (A) violate, be in conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a
default under (I) any provision of any Organizational Document of any Loan
Party, (II) any arbitration award or any order of any court or of any other
governmental agency or authority binding on any Loan Party, (III) any license,
permit or authorization granted to any Loan Party or under which any Loan Party
operates, or (IV) any applicable law, rule, order or regulation, or any material
indenture, agreement or other instrument to which any Loan Party is a party or
by which any Loan Party or any of their respective properties is bound and which
has not been waived or consented to, or (B) result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any of the
properties of any Loan Party.
(iv) No consent, approval or authorization of, or filing,
registration or qualification with, any governmental authority (including,
without limitation, the FCC and any other Licensing Authority) is required to be
obtained by any Loan Party in connection with the execution, delivery or
performance of this Amendment or any document or instrument required in
connection herewith which has not already been obtained or completed.
4. Affirmation of the Borrower and the Parent. Each of the Borrower and
the Parent has executed this Amendment to consent to the amendment to the
Original Agreement made pursuant hereto and to acknowledge that the security
interests and liens granted by the Borrower and the Parent to the Administrative
Agent, for the benefit of the Lenders, pursuant to the Parent Security
Agreement, the Parent Pledge Agreement, the Borrower Security Agreement, the
Borrower Pledge Agreement and the other Collateral Documents to which the
Borrower or the Parent is a party remain in full force and effect and shall
continue to secure all Obligations and are hereby ratified and reaffirmed. The
Parent, as a guarantor, ratifies and reaffirms all of its payment and
performance obligations, contingent or otherwise, under Section 11 of the Credit
Agreement. The execution of this Amendment shall not operate as a waiver of any
right, power or remedy of the Agents or the Lenders, constitute a waiver of any
provision of any of the Collateral Documents or serve to effect a novation of
the Obligations.
5. Fees and Expenses. As required under the Original Agreement, the
Borrower will reimburse the Administrative Agent upon demand for all
out-of-pocket costs, charges and expenses of the Administrative Agent (including
reasonable fees and disbursements of special counsel to the Administrative
Agent) in connection with the preparation, negotiation, execution and delivery
of this Amendment and the other agreements or documents relating hereto or
required hereby.
6. Counterparts. This Amendment may be executed in as many counterparts
as may be convenient and shall become binding when the Borrower, the Parent, the
Agents and the Required Lenders have executed at least one counterpart. This
Amendment may be delivered by facsimile transmission of the relevant signature
pages hereof.
7. Governing Law. This Amendment shall be a contract made under and
governed by the laws of the State of New York, without regard to the conflicts
of law provisions thereof.
8. Binding Effect. This Amendment shall be binding upon and shall inure
to the benefit of the Borrower, the Parent, the Agents, the Lenders and their
respective successors and assigns.
9. No other Changes; Confirmation; Reference to Original Agreement.
Except as amended hereby, the terms, provisions, conditions and agreements of
the Original Agreement are hereby ratified and confirmed and shall remain in
full force and effect. On and after the effectiveness of the amendment to the
Original Agreement accomplished hereby, each reference in the Original Agreement
to "this Agreement," "hereunder," "hereof," "herein" or words of like import,
and each reference to the Original Agreement in any Note or other Collateral
Document, or other agreement, document or instrument executed and delivered
pursuant to the Original Agreement, shall be deemed a reference to the Original
Agreement, as amended hereby.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Second
Amendment to Credit Agreement as of the date first above written.
BORROWER:
ENTERCOM RADIO, LLC
By:
---------------------------------
Name:
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Title:
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PARENT:
ENTERCOM COMMUNICATIONS CORP.
By:
---------------------------------
Name:
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Title:
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LENDERS:
KEY CORPORATE CAPITAL INC.
By:
---------------------------------
Name:
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Title:
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ALLFIRST BANK
By:
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Name:
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Title:
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BANK OF AMERICA, N.A.
By:
---------------------------------
Name:
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Title:
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BANK OF MONTREAL
By:
---------------------------------
Name:
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Title:
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THE BANK OF NOVA SCOTIA
By:
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Name:
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Title:
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BNP PARIBAS
By:
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Name:
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Title:
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By:
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Name:
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Title:
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JPMORGAN CHASE BANK
By:
---------------------------------
Name:
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Title:
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CITIZENS BANK OF MASSACHUSETTS
By:
---------------------------------
Name:
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Title:
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COMPAGNIE FINANCIERE de CIC
et de l'UNION EUROPEENNE
By:
---------------------------------
Name:
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Title:
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By:
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Name:
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Title:
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CREDIT SUISSE FIRST BOSTON
By:
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Name:
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Title:
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By:
---------------------------------
Name:
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Title:
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THE DAI-ICHI KANGYO BANK, LTD.
By:
---------------------------------
Name:
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Title:
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DEUTSCHE BANK
By:
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Name:
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Title:
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ERSTE BANK
By:
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Name:
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Title:
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FIRST HAWAIIAN BANK
By:
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Name:
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Title:
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FLEET BANK, N.A.
By:
---------------------------------
Name:
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Title:
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THE FUJI BANK LIMITED
By:
---------------------------------
Name:
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Title:
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THE INDUSTRIAL BANK OF JAPAN, LTD
By:
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Name:
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Title:
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ING (U.S.) CAPITAL LLC
By:
---------------------------------
Name:
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Title:
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THE MITSUBISHI TRUST AND
BANKING CORPORATION
By:
---------------------------------
Name:
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Title:
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PNC BANK, NATIONAL ASSOCIATION
By:
---------------------------------
Name:
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Title:
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00
XXXXXXXX XXXXXXXXX
By:
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Name:
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Title:
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By:
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Name:
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Title:
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STANDARD FEDERAL BANK, F/K/A
MICHIGAN NATIONAL BANK
By:
---------------------------------
Name:
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Title:
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SUNTRUST BANK
By:
---------------------------------
Name:
-------------------------------
Title:
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UNION BANK OF CALIFORNIA, N.A.
By:
---------------------------------
Name:
-------------------------------
Title:
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U.S. BANK NATIONAL ASSOCIATION
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
XXXXXXX BANK
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
ISSUING BANK:
KEY CORPORATE CAPITAL INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
99
ADMINISTRATIVE AGENT:
KEY CORPORATE CAPITAL INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
SYNDICATION AGENT:
BANK OF AMERICA, N.A.
By:
---------------------------------
Name:
-------------------------------
TITLE:
------------------------------
100
