SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
This second amendment to amended and restated credit agreement
("Amendment") is dated as of October 20, 1997, and entered into by and among
Eagle Hardware & Garden, Inc., a Washington corporation ("Borrower"), THE
FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually
referred to as a "Lender" and collectively as "Lenders"), and U. S. BANK
NATIONAL ASSOCIATION, as successor by merger to U. S. Bank of Washington,
National Association, as agent for Lenders (in such capacity "Agent").
RECITALS:
A. Borrower, Lenders and Agent are parties to an amended and restated
credit agreement dated as of May 28, 1996 (as amended, the "Credit Agreement";
capitalized terms used herein without definition shall have the meaning set
forth in the Credit Agreement), pursuant to which Agent and Lenders have
extended certain credit facilities to Borrower. On or about December 6, 1996,
Borrower, Lenders and Agent entered into that certain first amendment to amended
and restated credit agreement.
B. Borrower has requested Agent and Lenders to extend the Revolving
Credit Termination Date of the Revolving Credit Loans, to modify certain
financial covenants set forth in the Credit Agreement, and to eliminate all
references to "Collateral" in the Credit Agreement. Agent and Lenders wish to
grant Borrower's requests only on the terms and conditions set forth herein.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I. AMENDMENTS
1.1 TERMS DEFINED
On or after (but not before) the Effective Date, Section 1.1 of the Credit
Agreement is amended by (a) deleting the definition of "Collateral" and (b)
amending the definitions of "Applicable Margin" and "Revolving Credit
Termination Date" as set forth below:
"Applicable Margin" shall be determined as of the end of each
Fiscal Quarter based on Borrower's Capital Ratio for such Fiscal
Quarter in accordance with the table set forth below and shall be
Page 1
effective as of the first day of the Fiscal Quarter following the delivery
of the financial statements required under Section 5. l(c) herein:
========================================
Capital Ratio Applicable Margin
========================================
> 0.33:1.0 1.25% per annum
----------------------------------------
< 0.33:1.0 0.75% per annum
========================================
where "< " means "equal to or less than" and ">" means "greater than."
Notwithstanding the foregoing, (a) if Borrower's senior debt rating from
Standard and Poor's Corporation is BB (or an equivalent rating from a
comparable rating agency) or better at the end of a Fiscal Quarter, then
effective as of the first day of the following Fiscal Quarter the
Applicable Margin shall be 0.75% per annum, and (b) if Borrower's senior
debt rating from Standard and Poor's Corporation is BBB (or an equivalent
rating from a comparable rating agency) or better at the end of a Fiscal
Quarter, then effective as of the first day of the following Fiscal Quarter
the Applicable Margin shall be 0.55% per annum.
"Revolving Credit Termination Date" means June 30, 1999, or such
earlier date as the Revolving Credit Commitments terminate.
1.2 REVOLVING CREDIT NOTE
On and after (but not before) the Effective Date, the form of Revolving
Credit Note attached as Exhibit A to the Credit Agreement shall be replaced with
the form of Revolving Credit Note attached hereto as Exhibit A.
1.3 FINANCIAL DATA
On and after (but not before) the Effective Date, subsections 5.1(f) and
5.1 (i) of the Credit Agreement are deleted in their entirety.
1.4 TANGIBLE NET WORTH
On and after (but not before) the Effective Date, Section 6.15 of the
Credit Agreement is hereby amended to read as follows:
6.15 TANGIBLE NET WORTH
Permit Tangible Net Worth plus Subordinated Debt at any time to fall
below the sum of (a) $385,000,000, plus (b) 75% of Borrower's Consolidated
positive Net Income for each Fiscal Quarter commencing
Page 2
with the Fiscal Quarter ending on or about July 31, 1997, plus (c) 100% of
any equity plus Subordinated Debt raised by Borrower after July 31, 1997.
1.5 FIXED CHARGE COVERAGE RATIO
On and after (but not before) the Effective Date, Section 6.17 of the
Credit Agreement is hereby deleted in its entirety.
1.6 CURRENT RATIO
On and after (but not before) the Effective Date, Section 6.19 of the
Credit Agreement is hereby deleted in its entirety.
1.7 CAPITAL EXPENDITURES
On and after (but not before) the Effective Date, Section 6.21 of the
Credit Agreement is hereby amended to read as follows:
6.21 CAPITAL EXPENDITURES
Permit the aggregate amount of Borrower's Consolidated Capital
Expenditures to exceed (a) $95,000,000 for the Fiscal Year ending closest
to January 31, 1998, (b) $135,000,000 for the Fiscal Year ending closest to
January 31, 1999 and (c) $110,000,000 for any Fiscal Year thereafter.
1.8 RECORDING AND ENFORCEABILITY
On and after (but not before) the Effective Date, Section 7.4 of the Credit
Agreement is hereby amended to read as follows:
7.4 RECORDING AND ENFORCEABILITY
Neither the articles of incorporation, bylaws, or other applicable
corporate documents of Borrower nor other agreements require recording,
filing, registration, notice, or other similar action in order to insure
the legality, validity, binding effect, or enforceability against all
Persons of this Agreement, the Notes, or other Loan Documents executed or
to be executed hereunder.
1.9 LITIGATION
On and after (but not before) the Effective Date, Section 7.5 of the Credit
Agreement is hereby amended to read as follows:
Page 3
7.5 LITIGATION
Except as set forth on Schedule 7.5 hereto, there are no actions,
suits, or proceedings pending against or affecting Borrower before any
Governmental Body that could have a material adverse effect on Borrower.
Borrower is not in default under any material provision of any Applicable
Law or Governmental Approval of any Governmental Body which could have a
material adverse effect on Borrower.
1.10 EVENTS OF DEFAULT
On and after (but not before) the Effective Date, Section 8.l(m) of the
Credit Agreement is hereby amended to read as follows:
(m) If there shall occur any event that has a material adverse effect
upon the business or financial condition of Borrower and its Subsidiaries,
or that materially increases Lenders' risk that Borrower will not repay the
Loans or pay the amount of any draw under the Letters of Credit.
1.11 AMENDMENTS AND WAIVERS
On and after (but not before) the Effective Date, clause (vii) of Section
10.8(b) of the Credit Agreement is hereby deleted in its entirety.
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF BORROWER
In order to induce Lenders and Agent to enter into this Amendment, Borrower
represents and warrants to each Lender and to Agent that the following
statements are true, correct, and complete:
2.1 CORPORATE POWER AND AUTHORITY
Borrower has all corporate power and authority to enter into this Amendment
and carry out the transactions contemplated hereby, and perform its obligations
under The Credit Agreement.
2.2 INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT
The representations and warranties contained in Article VII of the Credit
Agreement are and will be true, correct, and complete in all material respects
on the Effective Date to the same extent as though made on that date, except to
the extent
such representations and warranties specifically relate to an earlier date, in
which they were true, correct, and complete in all material respects on and as
of such earlier date.
2.3 ABSENCE OF DEFAULT
No event has occurred and is continuing that will constitute a Default or
an Event of Default.
ARTICLE III. CONDITIONS TO EFFECTIVENESS
Article I of this Amendment shall become effective as of October 31, 1997
(the "Effective Date"), provided that (a) all representations and warranties
contained herein are true and correct as of the Effective Date, and (b) Agent
shall have received each of the following, dated the date hereof (or such other
date satisfactory to Agent), and in form and substance satisfactory to Agent.
3.1 AMENDMENT
A duly executed original (or, if elected by Agent, an executed facsimile
copy) of this Amendment, duly executed by Borrower and the Requisite Lenders.
3.2 REPLACEMENT NOTES
Duly executed originals of revolving credit notes in the form attached
hereto as Exhibit A, duly executed by Borrower, payable to the order of each
Lender in the principal amount of such Lender's Revolving Credit Commitment,
which shall be in substitution for, but not in payment of, the Revolving Credit
Note held by such Lender. Upon execution of such revolving credit notes, such
notes shall constitute the "Revolving Credit Notes" for all purposes of the
Credit Agreement and other Loan Documents and all amounts outstanding under the
substituted revolving credit notes shall be deemed outstanding under the
Revolving Credit Notes.
3.3 FURTHER ASSURANCES
All corporate and other proceedings taken or to be taken in connection with
the transactions contemplated by this Amendment and all documents relating
thereto shall be reasonably satisfactory in form and substance to Agent and
Agent shall have received all counterpart originals or certified copies of such
documents as it may reasonably request.
ARTICLE IV. MISCELLANEOUS
4.1 RESERVATION OF RIGHTS
Borrower acknowledges and agrees that the execution and delivery by Agent
and Lenders of this Amendment shall not be deemed to create a course of dealing
or otherwise Obligate Agent or Lenders to give similar amendments in the future.
4.2. REAFFIRMATION
Except as hereby expressly amended, all terms, covenants, and provisions of
the Credit Agreement are and shall remain in full force and effect and all
references therein and in the other Loan Documents to such Credit Agreement
shall henceforth refer to the Credit Agreement as amended by this Amendment.
This Amendment shall be deemed incorporated into, and a part of, the Credit
Agreement.
4.3 SUPERSESSION
This Amendment, together with the Credit Agreement, contains the entire and
exclusive agreement of the parties hereto with reference to the matters
discussed herein and therein. This Amendment supersedes all prior drafts and
communications with respect thereto. This Amendment may not be amended except in
accordance with the provisions of Section 10.8 of the Credit Agreement.
4.4 FEES AND EXPENSES
Borrower acknowledges that all reasonable costs, fees, and expenses as
described in Section 10.2 of the Credit Agreement incurred by Agent, Lenders and
their respective counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Borrower.
4.5 INVALIDITY
If any term or provision of this Amendment shall be deemed prohibited by or
invalid under any applicable law, such provision shall be invalidated without
affecting the remaining provisions of this Amendment or the Credit Agreement,
respectively.
4.6 GOVERNING LAW
This Amendment and the rights and obligations of the parties hereunder
shall be governed by, and shall be construed and enforced in accordance with,
the internal laws of the state of Washington, without regard to conflicts of
laws principles.
4.7 HEADINGS
Section and subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose or be given any substantive effect.
4.8 SUCCESSORS
This Amendment shall be binding upon and inure to the benefit of the
parties hereto and thereto and their respective successors and assigns. No
third-party beneficiaries are intended in connection with this Amendment.
4.9 COUNTERPARTS
This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when executed
and delivered shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument; signature pages may be
detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.
IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment
to be duly executed and delivered by their respective officers therein to duly
authorized as of the date first above written.
BORROWER:
EAGLE HARDWARE & GARDEN, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: EVP/CFO
LENDERS:
U. S. BANK NATIONAL ASSOCIATION, successor by
merger to U. S. Bank of Washington, National
Association and to United States National
Bank of Oregon
By /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
FIRST HAWAIIAN BANK
By ________________________________
Name: ________________________
Title: _______________________
KEY BANK OF WASHINGTON
By ________________________________
Name: ________________________
Title: _______________________
THE SUMITOMO BANK, LIMITED
By ________________________________
Name: ________________________
Title: _______________________
By ________________________________
Name: ________________________
Title: _______________________
FIRST SECURITY BANK OF IDAHO, N.A.
By ________________________________
Name: ________________________
Title: _______________________
AGENT:
U. S. BANK NATIONAL ASSOCIATION, as successor
by merger to U. S. Bank of Washington,
National Association
By /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
EXHIBIT A
TO SECOND AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
REVOLVING CREDIT NOTE
$___________ Seattle, Washington
October 31, 1997
FOR VALUE RECEIVED, EAGLE HARDWARE & GARDEN, INC., a Washington corporation
("Borrower"), promises to pay to the order of _______________________ ("Payee"),
on or before June 30, 1999, the lesser of (x) $_______________________ and (y)
the unpaid principal amount of all advances made by Payee to Borrower as
Revolving Credit Loans under the Credit Agreement referred to below.
Borrower also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with provisions of that certain Amended
and Restated Credit Agreement dated as of May 28, 1996, by and among Borrower,
the financial institutions listed therein as Lenders, and U. S. Bank of
Washington, National Association (now U. S. Bank National Association, its
successor by merger, "U. S. Bank"), as agent for Lenders (in such capacity,
"Agent") (said Credit Agreement as amended by the first amendment to credit
agreement dated as of December 6, 1996 and the second amendment to credit
agreement dated as of October 20, 1997, and as it may be amended, supplemented
or otherwise modified from time to time, being the "Credit Agreement," the terms
defined therein and not otherwise defined herein being used herein as therein
defined).
Borrower shall repay the entire unpaid principal balance of this Revolving
Credit Note together with all accrued and unpaid interest thereon, on June 30,
1999.
This Revolving Credit Note is one of Borrower's "Revolving Credit Notes" in
the aggregate principal amount of $75,000,000 and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Revolving Credit Loans evidenced hereby were made and are to be repaid.
All payments of principal and interest in respect of this Revolving Credit Note
shall be made in lawful money of the United States of America in same day funds
at the office of Agent located at 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx,
Page 1
Washington 98101, or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Credit Agreement. Until
notified in writing of the transfer or assignment of this Revolving Credit Note
in accordance with the terms of the Credit Agreement, Borrower and Agent shall
be entitled to deem Payee or any subsequent permitted assignee of this Revolving
Credit Note as the owner and holder of this Revolving Credit Note. Each of Payee
and any subsequent permitted assignee of this Revolving Credit Note agrees, by
its acceptance hereof, that before disposing of this Revolving Credit Note or
any part hereof it will make a notation hereon of all principal payments
previously made hereunder and of the date to which interest hereon has been
paid; provided, however, that the failure to make a notation of any payment made
on this Revolving Credit Note shall not limit or otherwise affect the
obligations of Borrower hereunder with respect to payments of principal of or
interest on this Revolving Credit Note.
Whenever any payment on this Revolving Credit Note shall be stated to be
due on a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Revolving Credit Note.
THE CREDIT AGREEMENT AND THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF WASHINGTON, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Revolving Credit Note, together with all accrued and
unpaid interest thereon, may become, or may be declared to be, due and payable
in the manner, upon the conditions and with the effect provided in the Credit
Agreement.
The terms of this Revolving Credit Note are subject to amendment only in
the manner provided in the Credit Agreement.
This Revolving Credit Note is subject to restrictions on transfer or
assignment as provided in Section 10.3 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Revolving Credit Note or the Credit Agreement shall alter or impair the
obligations of the Borrower, which are absolute and unconditional, to pay the
principal of and interest on this Revolving Credit Note at the place, at the
respective times, and in the currency herein prescribed.
Borrower promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in Section 10.2 of the Credit Agreement,
incurred in
Page 2
the collection and enforcement of this Revolving Credit Note. Borrower and
any endorsers of this Revolving Credit Note hereby consent to renewals and
extensions of time at or after the maturity hereof, without notice, and
hereby waive diligence, presentment, protest, demand and notice of every kind
and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.
This Revolving Credit Note is in substitution for, but not in payment of,
the Revolving Credit Note dated as of May 28, 1996 in the principal amount of
$___________________ payable to Payee and as such is a Revolving Credit Note
for all purposes of the Credit Agreement and the other Loan Documents. All
amounts outstanding under the May 28, 1996 Revolving Credit Note constitute
amounts outstanding under this Revolving Credit Note. Upon execution and
delivery of this Revolving Credit Note, Borrower shall have no right to
borrow under the May 28, 1996 Revolving Credit Note.
IN WITNESS WHEREOF, Borrower has caused this Revolving Credit Note to be
duly executed and delivered by its officer thereunto duly authorized as of the
date and at the place first written above.
EAGLE HARDWARE & GARDEN, INC.
By ________________________________
Title _____________________________
Page 3
TRANSACTIONS
ON REVOLVING CREDIT NOTE
--------------------------------------------------------------------------------
| | AMOUNT OF LOAN | AMOUNT OF PRINCIPAL | OUTSTANDING PRINCIPAL | NOTATION |
|DATE| MADE THIS DATE | PAID THIS DATE | BALANCE THIS DATE | MADE BY |
================================================================================
| | | | | |
|-------------------------------------------------------------------------------
| | | | | |
|-------------------------------------------------------------------------------
Page 4
REVOLVING CREDIT NOTE
$15,000,000 Seattle, Washington
October 31, 1997
FOR VALUE RECEIVED, EAGLE HARDWARE & GARDEN, INC., a Washington corporation
("Borrower"), promises to pay to the order of THE SUMITOMO BANK, LIMITED
("Payee"), on or before June 30, 1999, the lesser of (x) $15,000,000 and (y) the
unpaid principal amount of all advances made by Payee to Borrower as Revolving
Credit Loans under the Credit Agreement referred to below.
Borrower also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with provisions of that certain Amended
and Restated Credit Agreement dated as of May 28, 1996, by and among Borrower,
the financial institutions listed therein as Lenders, and U. S. Bank of
Washington, National Association (now U. S. Bank National Association, its
successor by merger, "U. S. Bank"), as agent for Lenders (in such capacity,
"Agent") (said Credit Agreement as amended by the first amendment to credit
agreement dated as of December 6, 1996 and the second amendment to credit
agreement dated as of October 20, 1997, and as it may be amended, supplemented
or otherwise modified from time to time, being the "Credit Agreement," the terms
defined therein and not otherwise defined herein being used herein as therein
defined).
Borrower shall repay the entire unpaid principal balance of this Revolving
Credit Note together with all accrued and unpaid interest thereon, on June 30,
1999.
This Revolving Credit Note is one of Borrower's "Revolving Credit Notes" in
the aggregate principal amount of $75,000,000 and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Revolving Credit Loans evidenced hereby were made and are to be repaid.
All payments of principal and interest in respect of this Revolving Credit
Note shall be made in lawful money of the United States of America in same day
funds at the office of Agent located at 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx,
Xxxxxxxxxx 00000, or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Credit Agreement. Until
notified in writing of the transfer or assignment of this Revolving Credit Note
in accordance with the terms of the Credit Agreement, Borrower and Agent shall
be entitled to deem Payee or any subsequent permitted assignee of this Revolving
Credit Note as the
Page 1
owner and holder of this Revolving Credit Note. Each of Payee and any subsequent
permitted assignee of this Revolving Credit Note agrees, by its acceptance
hereof, that before disposing of this Revolving Credit Note or any part hereof
it will make a notation hereon of all principal payments previously made
hereunder and of the date to which interest hereon has been paid; provided,
however, that the failure to make a notation of any payment made on this
Revolving Credit Note shall not limit or otherwise affect the obligations of
Borrower hereunder with respect to payments of principal of or interest on this
Revolving Credit Note.
Whenever any payment on this Revolving Credit Note shall be stated to be
due on a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Revolving Credit Note.
THE CREDIT AGREEMENT AND THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF WASHINGTON, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Revolving Credit Note, together with all accrued and
unpaid interest thereon, may become, or may be declared to be, due and payable
in the manner, upon the conditions and with the effect provided in the Credit
Agreement.
The terms of this Revolving Credit Note are subject to amendment only in
the manner provided in the Credit Agreement.
This Revolving Credit Note is subject to restrictions on transfer or
assignment as provided in Section 10.3 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Revolving Credit Note or the Credit Agreement shall alter or impair the
obligations of the Borrower, which are absolute and unconditional, to pay the
principal of and interest on this Revolving Credit Note at the place, at the
respective times, and in the currency herein prescribed.
Borrower promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in Section 10.2 of the Credit Agreement,
incurred in the collection and enforcement of this Revolving Credit Note.
Borrower and any endorsers of this Revolving Credit Note hereby consent to
renewals and extensions of time at or after the maturity hereof, without notice,
and hereby waive diligence, presentment, protest, demand and notice of every
kind and, to the full extent permitted
Page 2
by law, the right to plead any statute of limitations as a defense to any demand
hereunder.
This Revolving Credit Note is in substitution for, but not in payment of,
the Revolving Credit Note dated as of May 28, 1996 in the principal amount of
$15,000,000 payable to Payee and as such is a Revolving Credit Note for all
purposes of the Credit Agreement and the other Loan Documents. All amounts
outstanding under the May 28, 1996 Revolving Credit Note constitute amounts
outstanding under this Revolving Credit Note. Upon execution and delivery of
this Revolving Credit Note, Borrower shall have no right to borrow under the May
28, 1996 Revolving Credit Note.
IN WITNESS WHEREOF, Borrower has caused this Revolving Credit Note to be
duly executed and delivered by its officer thereunto duly authorized as of the
date and at the place first written above.
EAGLE HARDWARE & GARDEN, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
--------------------------
Title EVP/CFO
-----------------------
Page 3
TRANSACTIONS
ON REVOLVING CREDIT NOTE
--------------------------------------------------------------------------------
| | Amount of Loan | Amount of Principal | Outstanding Principal | Notation |
|Date| Made This Date | Paid This Date | Balance This Date | Made By |
================================================================================
| | | | | |
|-------------------------------------------------------------------------------
| | | | | |
|-------------------------------------------------------------------------------
Page 4
REVOLVING CREDIT NOTE
$10,000,000 Seattle, Washington
October 31,1997
FOR VALUE RECEIVED, EAGLE HARDWARE & GARDEN, INC., a Washington corporation
("Borrower"), promises to pay to the order of FIRST SECURITY BANK OF IDAHO, N.A.
("Payee"), on or before June 30, 1999, the lesser of (x) $10,000,000 and (y) the
unpaid principal amount of all advances made by Payee to Borrower as Revolving
Credit Loans under the Credit Agreement referred to below.
Borrower also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with provisions of that certain Amended
and Restated Credit Agreement dated as of May 28, 1996, by and among Borrower,
the financial institutions listed therein as Lenders, and U. S. Bank of
Washington, National Association (now U. S. Bank National Association, its
successor by merger, "U. S. Bank"), as agent for Lenders (in such capacity,
"Agent") (said Credit Agreement as amended by the first amendment to credit
agreement dated as of December 6, 1996 and the second amendment to credit
agreement dated as of October 20, 1997, and as it may be amended, supplemented
or otherwise modified from time to time, being the "Credit Agreement," the terms
defined therein and not otherwise defined herein being used herein as therein
defined).
Borrower shall repay the entire unpaid principal balance of this Revolving
Credit Note together with all accrued and unpaid interest thereon, on June 30,
1999.
This Revolving Credit Note is one of Borrower's "Revolving Credit Notes" in
the aggregate principal amount of $75,000,000 and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Revolving Credit Loans evidenced hereby were made and are to be repaid.
All payments of principal and interest in respect of this Revolving Credit
Note shall be made in lawful money of the United States of America in same day
funds at the office of Agent located at 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx,
Xxxxxxxxxx 00000, or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Credit Agreement. Until
notified in writing of the transfer or assignment of this Revolving Credit Note
in accordance with the terms of the Credit Agreement, Borrower and Agent shall
be entitled to deem
Page 1
Payee or any subsequent permitted assignee of this Revolving Credit Note as the
owner and holder of this Revolving Credit Note. Each of Payee and any subsequent
permitted assignee of this Revolving Credit Note agrees, by its acceptance
hereof, that before disposing of this Revolving Credit Note or any part hereof
it will make a notation hereon of all principal payments previously made
hereunder and of the date to which interest hereon has been paid; provided,
however, that the failure to make a notation of any payment made on this
Revolving Credit Note shall not limit or otherwise affect the obligations of
Borrower hereunder with respect to payments of principal of or interest on this
Revolving Credit Note.
Whenever any payment on this Revolving Credit Note shall be stated to be
due on a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Revolving Credit Note.
THE CREDIT AGREEMENT AND THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF WASHINGTON, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Revolving Credit Note, together with all accrued and
unpaid interest thereon, may become, or may be declared to be, due and payable
in the manner, upon the conditions and with the effect provided in the Credit
Agreement.
The terms of this Revolving Credit Note are subject to amendment only in
the manner provided in the Credit Agreement.
This Revolving Credit Note is subject to restrictions on transfer or
assignment as provided in Section 10.3 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Revolving Credit Note or the Credit Agreement shall alter or impair the
obligations of the Borrower, which are absolute and unconditional, to pay the
principal of and interest on this Revolving Credit Note at the place, at the
respective times, and in the currency herein prescribed.
Borrower promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in Section 10.2 of the Credit Agreement,
incurred in the collection and enforcement of this Revolving Credit Note.
Borrower and any endorsers of this Revolving Credit Note hereby consent to
renewals and extensions of time at or after the maturity hereof, without notice,
and hereby waive diligence, presentment, protest, demand and notice of every
kind and, to the full extent permitted
Page 2
by law, the right to plead any statute of limitations as a defense to any demand
hereunder.
This Revolving Credit Note is in substitution for, but not in payment of,
the Revolving Credit Note dated as of May 28, 1996 in the principal amount of
$10,000,000 payable to Payee and as such is a Revolving Credit Note for all
purposes of the Credit Agreement and the other Loan Documents. All amounts
outstanding under the May 28, 1996 Revolving Credit Note constitute amounts
outstanding under this Revolving Credit Note. Upon execution and delivery of
this Revolving Credit Note, Borrower shall have no right to borrow under the May
28, 1996 Revolving Credit Note.
IN WITNESS WHEREOF, Borrower has caused this Revolving Credit Note to be
duly executed and delivered by its officer thereunto duly authorized as of the
date and at the place first written above.
EAGLE HARDWARE & GARDEN, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Title EVP/CFO
------------------------
Page 3
TRANSACTIONS
ON REVOLVING CREDIT NOTE
--------------------------------------------------------------------------------
| | Amount of Loan | Amount of Principal | Outstanding Principal | Notation |
|Date| Made This Date | Paid This Date | Balance This Date | Made By |
================================================================================
| | | | | |
|-------------------------------------------------------------------------------
| | | | | |
|-------------------------------------------------------------------------------
Page 4
REVOLVING CREDIT NOTE
$30,000,000 Seattle, Washington
October 31, 1997
FOR VALUE RECEIVED, EAGLE HARDWARE & GARDEN, INC., a Washington corporation
("Borrower"), promises to pay to the order of U. S. BANK NATIONAL ASSOCIATION
("Payee"), on or before June 30, 1999, the lesser of (x) $30,000,000 and (y) the
unpaid principal amount of all advances made by Payee to Borrower as Revolving
Credit Loans under the Credit Agreement referred to below.
Borrower also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with provisions of that certain Amended
and Restated Credit Agreement dated as of May 28, 1996, by and among Borrower,
the financial institutions listed therein as Lenders, and U. S. Bank of
Washington, National Association (now U. S. Bank National Association, its
successor by merger, "U. S. Bank"), as agent for Lenders (in such capacity,
"Agent") (said Credit Agreement as amended by the first amendment to credit
agreement dated as of December 6, 1997 and the second amendment to credit
agreement dated as of October 20, 1997, and as it may be amended, supplemented
or otherwise modified from time to time, being the "Credit Agreement," the terms
defined therein and not otherwise defined herein being used herein as therein
defined).
Borrower shall repay the entire unpaid principal balance of this
Revolving Credit Note together with all accrued and unpaid interest thereon, on
June 30, 1999.
This Revolving Credit Note is one of Borrower's "Revolving Credit Notes"
in the aggregate principal amount of $75,000,000 and is issued pursuant to
and entitled to the benefits of the Credit Agreement, to which reference is
hereby made for a more complete statement of the terms and conditions under
which the Revolving Credit Loans evidenced hereby were made and are to be
repaid.
All payments of principal and interest in respect of this Revolving Credit
Note shall be made in lawful money of the United States of America in same day
funds at the office of Agent located at 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx,
Xxxxxxxxxx 00000, or at such other place as shall be designated in writing
for such purpose in accordance with the terms of the Credit Agreement. Until
notified in writing of the transfer or assignment of this Revolving Credit Note
in accordance with the terms of the Credit Agreement, Borrower and Agent shall
be entitled to deem Payee or any subsequent permitted assignee of this Revolving
Credit Note as the
Page 1
owner and holder of this Revolving Credit Note. Each of Payee and any subsequent
permitted assignee of this Revolving Credit Note agrees, by its acceptance
hereof, that before disposing of this Revolving Credit Note or any part hereof
it will make a notation hereon of all principal payments previously made
hereunder and of the date to which interest hereon has been paid; provided,
however, that the failure to make a notation of any payment made on this
Revolving Credit Note shall not limit or otherwise affect the obligations of
Borrower hereunder with respect to payments of principal of or interest on this
Revolving Credit Note.
Whenever any payment on this Revolving Credit Note shall be stated to be
due on a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Revolving Credit Note.
THE CREDIT AGREEMENT AND THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF WASHINGTON, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Revolving Credit Note, together with all accrued and
unpaid interest thereon, may become, or may be declared to be, due and payable
in the manner, upon the conditions and with the effect provided in the Credit
Agreement.
The terms of this Revolving Credit Note are subject to amendment only in
the manner provided in the Credit Agreement.
This Revolving Credit Note is subject to restrictions on transfer or
assignment as provided in Section 10.3 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Revolving Credit Note or the Credit Agreement shall alter or impair the
obligations of the Borrower, which are absolute and unconditional, to pay the
principal of and interest on this Revolving Credit Note at the place, at the
respective times, and in the currency herein prescribed.
Borrower promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in Section 10.2 of the Credit Agreement,
incurred in the collection and enforcement of this Revolving Credit Note.
Borrower and any endorsers of this Revolving Credit Note hereby consent to
renewals and extensions of time at or after the maturity hereof, without notice,
and hereby waive diligence, presentment, protest, demand and notice of every
kind and, to the full extent permitted
Page 2
by law, the right to plead any statute of limitations as a defense to any demand
hereunder.
This Revolving Credit Note is in substitution for, but not in payment of,
the Revolving Credit Note dated as of May 28, 1996 in the principal amount of
$30,000,000 payable to Payee and as such is a Revolving Credit Note for all
purposes of the Credit Agreement and the other Loan Documents. All amounts
outstanding under the May 28, 1996 Revolving Credit Note constitute amounts
outstanding under this Revolving Credit Note. Upon execution and delivery of
this Revolving Credit Note, Borrower shall have no right to borrow under the May
28, 1996 Revolving Credit Note.
IN WITNESS WHEREOF, Borrower has caused this Revolving Credit Note to be
duly executed and delivered by its officer thereunto duly authorized as of the
date and at the place first written above.
EAGLE HARDWARE & GARDEN, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Title EVP/CFO
------------------------
Page 3
TRANSACTIONS
ON REVOLVING CREDIT NOTE
-------------------------------------------------------------------------------
| | amount of loan | amount of principal | outstanding principal | notation |
|date| made this date | paid this date | balance this date | made by |
================================================================================
| | | | | |
|-------------------------------------------------------------------------------
| | | | | |
|-------------------------------------------------------------------------------
Page 4
REVOLVING CREDIT NOTE
$1O,000,000 Seattle, Washington
October 31,1997
FOR VALUE RECEIVED, EAGLE HARDWARE & GARDEN, INC., a Washington corporation
("Borrower"), promises to pay to the order of FIRST HAWAIIAN BANK ("Payee"), on
or before June 30, 1999, the lesser of (x) $10,000,000 and (y) the unpaid
principal amount of all advances made by Payee to Borrower as Revolving Credit
Loans under the Credit Agreement referred to below.
Borrower also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with provisions of that certain Amended
and Restated Credit Agreement dated as of May 28, 1996, by and among Borrower,
the financial institutions listed therein as Lenders, and U. S. Bank of
Washington, National Association (now U. S. Bank National Association, its
successor by merger, "U. S. Bank"), as agent for Lenders (in such capacity,
"Agent") (said Credit Agreement as amended by the first amendment to credit
agreement dated as of December 6, 1996 and the second amendment to credit
agreement dated as of October 20, 1997, and as it may be amended, supplemented
or otherwise modified from time to time, being the "Credit Agreement," the terms
defined therein and not otherwise defined herein being used herein as therein
defined).
Borrower shall repay the entire unpaid principal balance of this Revolving
Credit Note together with all accrued and unpaid interest thereon, on June 30,
1999.
This Revolving Credit Note is one of Borrower's "Revolving Credit Notes" in
the aggregate principal amount of $75,000,000 and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Revolving Credit Loans evidenced hereby were made and are to be repaid.
All payments of principal and interest in respect of this Revolving Credit
Note shall be made in lawful money of the United States of America in same day
funds at the office of Agent located at 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx,
Xxxxxxxxxx 00000, or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Credit Agreement. Until
notified in writing of the transfer or assignment of this Revolving Credit Note
in accordance with the terms of the Credit Agreement, Borrower and Agent shall
be entitled to deem Payee or any subsequent permitted assignee of this Revolving
Credit Note as the
Page 1
owner and holder of this Revolving Credit Note. Each of Payee and any subsequent
permitted assignee of this Revolving Credit Note agrees, by its acceptance
hereof, that before disposing of this Revolving Credit Note or any part hereof
it will make a notation hereon of all principal payments previously made
hereunder and of the date to which interest hereon has been paid; provided,
however, that the failure to make a notation of any payment made on this
Revolving Credit Note shall not limit or otherwise affect the obligations of
Borrower hereunder with respect to payments of principal of or interest on this
Revolving Credit Note.
Whenever any payment on this Revolving Credit Note shall be stated to be
due on a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Revolving Credit Note.
THE CREDIT AGREEMENT AND THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF WASHINGTON, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Revolving Credit Note, together with all accrued and
unpaid interest thereon, may become, or may be declared to be, due and payable
in the manner, upon the conditions and with the effect provided in the Credit
Agreement.
The terms of this Revolving Credit Note are subject to amendment only in
the manner provided in the Credit Agreement.
This Revolving Credit Note is subject to restrictions on transfer or
assignment as provided in Section 10.3 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Revolving Credit Note or the Credit Agreement shall alter or impair the
obligations of the Borrower, which are absolute and unconditional, to pay the
principal of and interest on this Revolving Credit Note at the place, at the
respective times, and in the currency herein prescribed.
Borrower promises to pay all costs and expenses, including reasonable
Attorneys' Fees, all as provided in Section 10.2 of the Credit Agreement,
incurred in the collection and enforcement of this Revolving Credit Note.
Borrower and any endorsers of this Revolving Credit Note hereby consent to
renewals and extensions of time at or after the maturity hereof, without notice,
and hereby waive diligence, presentment, protest, demand and notice of every
kind and, to the full extent permitted
Page 2
by law, the right to plead any statute of limitations as a defense to any demand
hereunder.
This Revolving Credit Note is in substitution for, but not in payment of,
the Revolving Credit Note dated as of May 28, 1996 in the principal amount of
$l0,000,000 payable to Payee and as such is a Revolving Credit Note for all
purposes of the Credit Agreement and the other Loan Documents. All amounts
outstanding under the May 28, 1996 Revolving Credit Note constitute amounts
outstanding under this Revolving Credit Note. Upon execution and delivery of
this Revolving Credit Note, Borrower shall have no right to borrow under the May
28, 1996 Revolving Credit Note.
IN WITNESS WHEREOF, Borrower has caused this Revolving Credit Note to be
duly executed and delivered by its officer thereunto duly authorized as of the
date and at the place first written above.
EAGLE HARDWARE & GARDEN, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
--------------------------
Title EVP/CFO
-----------------------
Page 3
TRANSACTIONS
ON REVOLVING CREDIT NOTE
-------------------------------------------------------------------------------
| | Amount of Loan | Amount of Principal | Outstanding Principal | Notation |
|Date| Made This Date | Paid This Date | Balance This Date | Made By |
================================================================================
| | | | | |
|-------------------------------------------------------------------------------
| | | | | |
|-------------------------------------------------------------------------------
Page 4
REVOLVING CREDIT NOTE
$10,000,000 Seattle, Washington
October 31, 1997
FOR VALUE RECEIVED, EAGLE HARDWARE & GARDEN, INC., a Washington corporation
("Borrower"), promises to pay to the order of KEY BANK OF WASHINGTON ("Payee"),
on or before June 30, 1999, the lesser of (x) $10,000,000 and (y) the unpaid
principal amount of all advances made by Payee to Borrower as Revolving Credit
Loans under the Credit Agreement referred to below.
Borrower also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with provisions of that certain Amended
and Restated Credit Agreement dated as of May 28, 1996, by and among Borrower,
the financial institutions listed therein as Lenders, and U. S. Bank of
Washington, National Association (now U. S. Bank National Association, its
successor by merger, "U. S. Bank"), as agent for Lenders (in such capacity,
"Agent") (said Credit Agreement as amended by the first amendment to credit
agreement dated as of December 6, 1996 and the second amendment to credit
agreement dated as of October 20, 1997, and as it may be amended, supplemented
or otherwise modified from time to time, being the "Credit Agreement," the terms
defined therein and not otherwise defined herein being used herein as therein
defined).
Borrower shall repay the entire unpaid principal balance of this Revolving
Credit Note together with all accrued and unpaid interest thereon, on June 30,
1999.
This Revolving Credit Note is one of Borrower's "Revolving Credit Notes" in
the aggregate principal amount of $75,000,000 and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Revolving Credit Loans evidenced hereby were made and are to be repaid.
All payments of principal and interest in respect of this Revolving Credit
Note shall be made in lawful money of the United States of America in same day
funds at the office of Agent located at 0000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx,
Xxxxxxxxxx 00000, or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Credit Agreement. Until
notified in writing of the transfer or assignment of this Revolving Credit Note
in accordance with the terms of the Credit Agreement, Borrower and Agent shall
be entitled to deem Payee or any subsequent permitted assignee of this Revolving
Credit Note as the
Page 1
owner and holder of this Revolving Credit Note. Each of Payee and any subsequent
permitted assignee of this Revolving Credit Note agrees, by its acceptance
hereof, that before disposing of this Revolving Credit Note or any part hereof
it will make a notation hereon of all principal payments previously made
hereunder and of the date to which interest hereon has been paid; provided,
however, that the failure to make a notation of any payment made on this
Revolving Credit Note shall not limit or otherwise affect the obligations of
Borrower hereunder with respect to payments of principal of or interest on this
Revolving Credit Note.
Whenever any payment on this Revolving Credit Note shall be stated to be
due on a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Revolving Credit Note.
THE CREDIT AGREEMENT AND THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF WASHINGTON, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Revolving Credit Note, together with all accrued and
unpaid interest thereon, may become, or may be declared to be, due and payable
in the manner, upon the conditions and with the effect provided in the Credit
Agreement.
The terms of this Revolving Credit Note are subject to amendment only in
the manner provided in the Credit Agreement.
This Revolving Credit Note is subject to restrictions on transfer or
assignment as provided in Section 10.3 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Revolving Credit Note or the Credit Agreement shall alter or impair the
obligations of the Borrower, which are absolute and unconditional, to pay the
principal of and interest on this Revolving Credit Note at the place, at the
respective times, and in the currency herein prescribed.
Borrower promises to pay all costs and expenses, including reasonable
Attorneys' Fees, ALL AS provided in Section 10.2 of the Credit Agreement,
incurred in the collection and enforcement of this Revolving Credit Note.
Borrower and any endorsers of this Revolving Credit Note hereby consent to
renewals and extensions of time at or after the maturity hereof, without notice,
and hereby waive diligence, presentment, protest, demand and notice of every
kind and, to the full extent permitted
Page 2
by law, the right to plead any statute of limitations as a defense to any demand
hereunder.
This Revolving Credit Note is in substitution for, but not in payment of,
the Revolving Credit Note dated as of May 28, 1996 in the principal amount of
$10,000,000 payable to Payee and as such is a Revolving Credit Note for all
purposes of the Credit Agreement and the other Loan Documents. All amounts
outstanding under the May 28, 1996 Revolving Credit Note constitute amounts
outstanding under this Revolving Credit Note. Upon execution and delivery of
this Revolving Credit Note, Borrower shall have no right to borrow under the May
28, 1996 Revolving Credit Note.
IN WITNESS WHEREOF, Borrower has caused this Revolving Credit Note to be
duly executed and delivered by its officer thereunto duly authorized as of the
date and at the place first written above.
EAGLE HARDWARE & GARDEN, INC.
By Xxxxxx X. Xxxxxxxxx
----------------------------
Title EVP/CFO
-------------------------
Page 3
TRANSACTIONS
ON REVOLVING CREDIT NOTE
-------------------------------------------------------------------------------
| | Amount of Loan | Amount of Principal | Outstanding Principal | Notation |
|Date| Made This Date | Paid This Date | Balance This Xxxx | Made By |
================================================================================
| | | | | |
|-------------------------------------------------------------------------------
| | | | | |
|-------------------------------------------------------------------------------
Page 4
LENDERS:
U. S. BANK NATIONAL ASSOCIATION, successor by
merger to U. S. Bank of Washington, National
Association and to United States National
Bank of Oregon
By /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
-----------------------------
Title: Vice President
----------------------------
FIRST HAWAIIAN BANK
By /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxx
-----------------------------
Title: Corporate Banking Officer
----------------------------
KEYBANK NATIONAL ASSOCIATION
By /s/ Xxxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
----------------------------
Title: Vice President
---------------------------
THE SUMITOMO BANK, LIMITED
By /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
----------------------------
Title: Vice
---------------------------
By /s/ J. Xxxxxxx Xxxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxxx
----------------------------
Title: Vice President
---------------------------
Page 5
FIRST SECURITY BANK OF IDAHO, N.A.
By /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
----------------------------
Title: Vice President
---------------------------
AGENT:
U. S. BANK NATIONAL ASSOCIATION, as successor
by merger to U. S. Bank of Washington,
National Association
By /s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
----------------------------
Title: Vice President
---------------------------
Page 6
