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Exhibit 4(e)
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AMENDMENT NO. 3 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of November 15, 2000
("this Amendment"), among the following:
(i) XXXXX TELECOM INC., a Delaware corporation (herein,
together with its successors and assigns, the "Borrower");
(ii) the Lenders party hereto;
(iii) BANK ONE, MICHIGAN (which is the successor to NBD Bank)
as a Lender and as Documentation Agent (the "Documentation Agent"); and
(iv) KEYBANK NATIONAL ASSOCIATION, a national banking
association, as a Lender, the Swing Line Lender, the Letter of Credit
Issuer, and as the Syndication Agent, the Administrative Agent and the
Collateral Agent under the Credit Agreement:
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders named therein, the Swing Line Lender, the
Letter of Credit Issuers, the Documentation Agent, the Syndication Agent and the
Administrative Agent entered into the Credit Agreement, dated as of December 31,
1998, as amended by Amendment No. 1 thereto, dated as of July 30, 1999, and
Amendment No. 2 thereto, dated as of April 19, 2000 (as so amended, the "Credit
Agreement"; with the terms defined therein, or the definitions of which are
incorporated therein, being used herein as so defined).
(2) The parties hereto desire to change certain of the terms and
provisions of the Credit Agreement, all as more fully set forth below.
NOW, THEREFORE, the parties hereby agree as follows:
10 AMENDMENTS, ETC.
1.1. Extension of Maturity. In order to extend the stated maturity of
the Total Commitment for a period of two years, effective on the Effective Date
of this Amendment provided for in section 4 hereof, the definition of the term
"Maturity Date" in section 1.1 of the Credit Agreement is amended to read in its
entirety as follows:
"Maturity Date" shall mean December 31, 2003 (or such later
date as may be provided in any extension pursuant to section 4.4
hereof), or such earlier date of termination of the Total General
Revolving Commitment.
1.2. Consent to Sale of Certain Mortgaged Property. Effective on the
Effective Date of this Amendment provided for in section 4 hereof, and as
contemplated by clause (D) of section 9.2(d) of the Credit Agreement, the
Lenders hereby consent to the sale or other disposition of the Mortgaged
Property located in Solon, Ohio, provided such sale is made in compliance with
the following conditions:
(a) the sale is completed on or prior to April 30, 2001; and
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Exhibit 4(e)
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(b) the sales price is at least $4,000,000 (before deduction
for any normal costs or expenses of sale), and is payable in cash at
closing.
The Lenders hereby authorize the Collateral Agent to execute any mortgage or
similar releases, releasing such Mortgaged Property from the Collateral, so long
as the Collateral Agent has received at the time of any such release such
evidence as it may reasonably require that the foregoing conditions have been
satisfied.
1.3. Increase in Total General Revolving Commitment; Consent to Further
Increase. (a) Effective on the Effective Date of this Amendment provided for in
section 4 hereof, the Total General Revolving Commitment is increased from
$100,000,000 to $105,000,000, and Annex I to the Credit Agreement is amended to
reflect the following separate revised General Revolving Commitments of the
Lenders:
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Name of Lender Amount
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KeyBank National Association $30,000,000
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Bank One, Michigan $25,000,000
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Dresdner Bank, New York and Grand Cayman Branches $15,000,000
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Fifth Third Bank, Northeastern Ohio $10,000,000
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Firstar Bank,National Association $15,000,000
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Sanpaolo IMI, S. p. A., New York Branch $ -0-
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LaSalle Bank, National Association $10,000,000
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Any Lender whose commitment is shown above as "$-0-" shall no longer have any
obligations under the Credit Agreement, but shall continue to be entitled to the
rights of a Lender under the Credit Agreement so long as any Loans which are
outstanding and owed to it under the Credit Agreement on the Effective Date of
this Amendment remain outstanding.
(b) Effective on the Effective Date of this Amendment provided for in
section 4 hereof, the Lenders hereby consent to any future amendment or
amendments to the Credit Agreement which increase the Total General Revolving
Commitment, provided that (i) the Total General Revolving Commitment does not at
any time exceed $125,000,000, (ii) the Borrower and the Administrative Agent
afford each Lender a reasonable opportunity to participate, on a pro rata basis,
in any such increase, (iii) no Lender is, by virtue of this consent, obligated
to increase its own General Revolving Commitment, and (iv) copies of any such
amendment are promptly distributed to the Borrower and all of the Lenders.
1.4. Amendments to Certain Financial Covenants. Effective on the
Effective Date of this Amendment as provided for in section 4 hereof, sections
9.8, 9.9 and 9.10 of the Credit Agreement are hereby amended to read in their
entirety as follows:
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Exhibit 4(e)
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9.8. Consolidated Total Debt/Consolidated EBITDA Ratio. The
Borrower will not at any time permit the ratio of (x) the amount of its
Consolidated Total Debt at such time, to (y) its Consolidated EBITDA
for its Testing Period most recently ended, to exceed (i) 3.50 to 1.00
for any Testing Period ended on or prior to December 31, 2000, or (ii)
3.00 to 1.00 for any Testing Period after January 1, 2001 but prior to
the Collateral Release Date, and (iii) 2.50 to 1.00, for any Testing
Period ended after the Collateral Release Date,
9.9. Minimum Consolidated EBITDA. The Borrower will not at any
time permit its Consolidated EBITDA for its Testing Period most
recently ended to be less than the amount indicated below:
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Testing Period Amount
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Testing Period ended December 31, 2000 $45,000,000
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Testing Period ended March 31, 2001 and any Testing $55,000,000
Period thereafter
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9.10. Fixed Charge Coverage Ratio. The Borrower will not at
any time permit the ratio of
(x) its Consolidated EBITDA for any Testing Period,
less its Consolidated Capital Expenditures for such Testing
Period, to
(y) the sum of its Consolidated Interest Expense, its
Consolidated Income Tax Expense and the aggregate amount
expended in cash or property (other than capital stock of the
Borrower which is not Redeemable Stock) for Dividends, for
such Testing Period, plus the amount representing the current
portion (determined in accordance with GAAP) of its
Consolidated Total Long Term Debt as of the end of such
Testing Period.
to be less than (i) 1.90 to 1.00 for any Testing Period ended on or
prior to December 31, 2000 and (ii) 1.50 to 1.00, for any Testing
Period ended thereafter; provided, that, notwithstanding the foregoing,
if the Collateral Release Date shall have occurred, the Borrower will
not permit such ratio to be less than 2.25 to 1.00 for any Testing
Period ending after the Collateral Release Date.
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Exhibit 4(e)
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20 REPRESENTATIONS AND WARRANTIES.
The Borrower represents and warrants to the Lenders, the Swing Line
Lender, the Letter of Credit Issuer, the Documentation Agent, the Administrative
Agent and the Collateral Agent as follows:
2.1. Authorization and Validity of Amendment, etc. This Amendment has
been duly authorized by all necessary corporate action on the part of the
Borrower, has been duly executed and delivered by a duly authorized officer of
the Borrower, and constitutes the valid and binding agreement of the Borrower,
enforceable against the Borrower in accordance with its terms, except to the
extent that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws generally affecting
creditors' rights and by equitable principles (regardless of whether enforcement
is sought in equity or at law).
2.2. Representations and Warranties. The representations and warranties
of the Credit Parties contained in the Credit Agreement or in the other Credit
Documents are true and correct in all material respects on and as of the date
hereof as though made on and as of the date hereof, except to the extent that
such representations and warranties expressly relate to an earlier specified
date, in which case such representations and warranties are hereby reaffirmed as
true and correct in all material respects as of the date when made.
2.3. No Event of Default. No condition or event has occurred or exists
which constitutes or which, after notice or lapse of time or both, would
constitute an Event of Default.
2.4. Compliance. The Borrower is in full compliance with all covenants
and agreements contained in the Credit Agreement, as amended hereby, and the
other Credit Documents to which it is a party; and without limitation of the
foregoing, each Subsidiary of the Borrower which, as of the date hereof, is
required to be a Subsidiary Guarantor, has on or prior to the date hereof become
a Subsidiary Guarantor under the Subsidiary Guaranty.
2.5. Financial Statements, etc. (a) The Borrower has furnished to the
Lenders and the Administrative Agent complete and correct copies of (i) the
audited consolidated balance sheets of the Borrower and its consolidated
subsidiaries as of December 31, 1998, and December 31, 1999, and the related
audited consolidated statements of income, stockholders' equity, and cash flows
for the fiscal years then ended, accompanied by the unqualified report thereon
of the Borrower's independent accountants, and (ii) the condensed consolidated
balance sheets of the Borrower and its consolidated subsidiaries as of June 30,
2000, and the related condensed consolidated statements of income and of cash
flows of the Borrower and its consolidated subsidiaries for the six months then
ended, as included in the Borrower's Report on Form 10-Q filed with the SEC. All
such financial statements have been prepared in accordance with GAAP,
consistently applied (except as stated therein), and fairly present the
financial position of the Borrower and its consolidated subsidiaries as of the
respective dates indicated and the consolidated results of their operations and
cash flows for the respective periods indicated, subject in the case of any such
financial statements which are unaudited, to normal audit adjustments, none of
which will involve a Material Adverse Effect.
(b) The Borrower has furnished to the Lenders and the Administrative
Agent written income statement financial projections prepared by management of
the Borrower for the Borrower and its Subsidiaries for the fiscal years
2000-2003 (the "Recent Financial Projections"). The Recent Financial Projections
were prepared on behalf of the Borrower in good faith after taking into account
the existing and historical levels of business activity of the Borrower and its
Subsidiaries, known trends, including general economic trends, and all other
information, assumptions and estimates considered by management of the Borrower
and its Subsidiaries to be pertinent thereto. The Recent Financial
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Exhibit 4(e)
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Projections were considered by management of the Borrower, as of such date of
preparation, to be realistically achievable; provided, that no representation or
warranty is made as to the impact of future general economic conditions or as to
whether the Borrower's projected consolidated results as set forth in the Recent
Financial Projections will actually be realized. No facts are known to the
Borrower at the date hereof which, if reflected in the Recent Financial
Projections, would result in a material adverse change in the assets,
liabilities, results of operations or cash flows reflected therein.
30 RATIFICATIONS.
Except as expressly modified and superseded by this Amendment, the
terms and provisions of the Credit Agreement are ratified and confirmed and
shall continue in full force and effect.
40 BINDING EFFECT.
This Amendment shall become effective on November 15, 2000 (the
"Effective Date"), if the following conditions shall have been satisfied on and
as of such date:
(a) this Amendment shall have been executed by the Borrower
and the Administrative Agent, and counterparts hereof as so executed
shall have been delivered to the Administrative Agent;
(b) the Administrative Agent shall have been notified by all
of the Lenders that such Lenders have executed this Amendment (which
notification may be by facsimile or other written confirmation of such
execution);
(c) the Borrower shall have delivered to the Administrative
Agent, for the account of the Lenders, certified resolutions of the
Board of Directors of the Borrower, approving the increase in the Total
General Revolving Commitment and the other matters covered by this
Amendment;
(d) the Borrower shall have delivered to the Administrative
Agent, for the account of the Lenders, a written opinion letter of its
General Counsel, substantially in the form attached hereto as Exhibit
A, and covering such other matters incident to the transactions
contemplated by this Amendment as the Administrative Agent may
reasonably request;
(e) contemporaneously with the Effective Date, the Borrower
shall have prepaid all of the then outstanding General Revolving Loans,
together with interest and any breakage compensation, and (if and as
required by the Borrower) effected any new Borrowing of General
Revolving Loans from the Lenders in accordance with their revised
General Revolving Commitments as established pursuant to this
Amendment, with the intended effect that any General Revolving Loans
which are outstanding after giving effect to this Amendment shall be
outstanding in accordance with the respective General Revolving
Commitments as established pursuant to this Amendment (it being
understood that all General Revolving Loans made by San Paolo IMI,
S.p.A. will be repaid in full on the Effective Date, and, pursuant to
section 3.4 of the Credit Agreement, San Paolo IMI, S.p.A. shall no
longer be obligated as a Participant with respect to any Letter of
Credit);
(f) the Borrower shall have paid to the Administrative Agent,
in immediately available funds, for the account of each Lender, a
nonrefundable amendment fee computed at the rate of 0.15% of the amount
of the General Revolving Commitment of such Lender before giving effect
to this Amendment (the Administrative Agent shall promptly pay over to
each Lender its amendment fee as aforesaid); and
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Exhibit 4(e)
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(g) the Borrower shall have paid to the Administrative Agent,
in immediately available funds, for the account of each Lender whose
General Revolving Commitment is increased pursuant to this Amendment, a
nonrefundable upfront fee computed at the rate of 0.20% of the amount
of the increase for such Lender (the Administrative Agent shall
promptly pay over to each applicable Lender its upfront fee as
aforesaid);
and thereafter this Amendment shall be binding upon and inure to the benefit of
the Borrower, each Lender, the Swing Line Lender, the Letter of Credit Issuers,
the Documentation Agent, the Syndication Agent, the Administrative Agent and the
Collateral Agent and their respective successors and assigns. After this
Amendment becomes effective, the Administrative Agent will promptly furnish a
copy of this Amendment to each Lender and the Borrower and advise them of the
Effective Date.
50 MISCELLANEOUS.
5.1. Survival of Representations and Warranties. All representations
and warranties made in this Amendment shall survive the execution and delivery
of this Amendment, and no investigation by the Administrative Agent or any
Lender or any subsequent Loan or other Credit Event shall affect the
representations and warranties or the right of the Administrative Agent or any
Lender to rely upon them.
5.2. Reference to Credit Agreement. The Credit Agreement and any and
all other agreements, instruments or documentation now or hereafter executed and
delivered pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference therein to the Credit Agreement shall mean
a reference to the Credit Agreement as amended hereby.
5.3. Expenses. As provided in the Credit Agreement, but without
limiting any terms or provisions thereof, the Borrower shall pay on demand all
reasonable costs and expenses incurred by the Administrative Agent in connection
with the preparation, negotiation, and execution of this Amendment, including
without limitation the reasonable costs and fees of the Administrative Agent's
special legal counsel, regardless of whether this Amendment becomes effective in
accordance with the terms hereof, and all reasonable costs and expenses incurred
by the Administrative Agent or any Lender in connection with the enforcement or
preservation of any rights under the Credit Agreement, as amended hereby.
5.4. Severability. Any term or provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the term or provision so held to be invalid or unenforceable.
5.5. Applicable Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of Ohio.
5.6. Headings. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
5.7. Entire Agreement. This Amendment is specifically limited to the
matters expressly set forth herein. This Amendment and all other instruments,
agreements and documentation executed and delivered in connection with this
Amendment embody the final, entire agreement among the parties hereto with
respect to the subject matter hereof and supersede any and all prior
commitments, agreements, representations and understandings, whether written or
oral, relating to the matters
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Exhibit 4(e)
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covered by this Amendment, and may not be contradicted or varied by evidence of
prior, contemporaneous or subsequent oral agreements or discussions of the
parties hereto. There are no oral agreements among the parties hereto relating
to the subject matter hereof or any other subject matter relating to the Credit
Agreement.
5.8. Jury Trial Waiver. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO
HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
5.9. Counterparts. This Amendment may be executed by the parties hereto
separately in one or more counterparts, each of which when so executed shall be
deemed to be an original, but all of which when taken together shall constitute
one and the same agreement.
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Exhibit 4(e)
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EXHIBIT A
November___, 2000
To the Administrative Agent,
the Collateral Agent
and each of the Lenders party
to the Credit Agreement referred to below
c/o KeyBank National Association,
as Administrative Agent
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Re: Credit Agreement, dated as of
December 31, 1998, as amended,
with Xxxxx Telecom Inc.
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Ladies and Gentlemen:
I am the Secretary and General Counsel of Xxxxx Telecom Inc., a
Delaware corporation (the "Borrower"), and have acted as counsel to the Borrower
in connection with (i) the execution and delivery of the Credit Agreement, dated
as of December 31, 1998, as amended by Amendment No. 1 thereto, dated as of July
30, 1999, Amendment No. 2 thereto, dated as of April 19, 2000, and Amendment Xx.
0 xxxxxxx ("Xxxxxxxxx Xx. 0"), dated as of November ___ , 2000 (as so amended,
the "Credit Agreement"), among the Borrower, the financial institutions party
thereto (the "Lenders"), and KeyBank National Association, as Administrative
Agent, and (ii) the transactions contemplated thereby. Unless otherwise
indicated, capitalized terms used herein but not otherwise defined herein shall
have the respective meanings set forth in the Credit Agreement. This opinion
letter is delivered by me to you at the request of the Borrower in accordance
with the requirements of Amendment No. 3.
As such counsel, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of such documents, records and matters
of law as I have considered necessary as a basis for the opinions set forth
herein, including without limitation the following:
(a) the Credit Agreement;
(b) the Notes delivered today pursuant to Amendment No.
3;
(c) the Security Agreement;
(d) the Mortgages; and
(e) the Pledge Agreement.
The documents referred to in clauses (a) through (e) above are herein sometimes
referred to as the "Credit Documents".
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Exhibit 4(e)
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In my examination I have assumed the genuineness of all signatures
(other than as to any Credit Party), the authenticity of all documents submitted
to me as originals, the conformity to original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. As to questions of fact not independently verified by
me I have relied, to the extent I deemed appropriate, upon representations and
certificates of officers of the respective Credit Parties, public officials and
other appropriate persons. All assumptions and statements of reliance as to
factual matters herein have been made without any independent investigation or
verification on my part except to the extent otherwise expressly stated, and I
express no opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon. I have also assumed the due authorization,
execution and delivery of the Credit Documents on the part of the Lenders and
the Administrative Agent, and the legality, validity, binding effect on, and
enforceability of the Credit Documents against, the Lenders and the
Administrative Agent.
I understand that you have considered the applicability of fraudulent
transfer laws to the transactions contemplated by the Credit Documents, as to
which laws I express no opinion, and have satisfied yourself with respect
thereto.
My examination of matters of law in connection with the opinions
expressed herein has been limited to the federal laws of the United States, the
laws of the State of Ohio and the corporate laws of the State of Delaware, and
accordingly, no opinions expressed herein shall be deemed to cover any other
laws. In particular, no opinions contained herein shall be considered to cover
the validity or effectiveness of any Mortgage covering any Real Property located
outside the State of Ohio.
I have neither examined nor requested an examination of the indices or
records of any court or governmental or other agency, authority, instrumentality
or entity, nor have I made inquiry of any person or entity, except as expressly
set forth in this opinion letter. In addition, I have not independently verified
or investigated the accuracy or completeness of any factual information and,
because the scope of my examination did not include such verification, I assume
no responsibility for the accuracy or completeness of any such information.
Based upon the foregoing and subject to the qualifications, assumptions
and limitations contained in this opinion letter, I am of the opinion that:
1 The Borrower is a corporation validly existing under the
laws of the State of Delaware and has the corporate power and authority
to own its property and assets and to transact the business in which it
is engaged and presently proposes to engage.
2 The Borrower has the corporate power and authority to
execute, deliver and carry out the terms and provisions of the Credit
Documents to which it is a party and has taken all necessary corporate
action to authorize the execution, delivery and performance of the
Credit Documents to which it is a party.
3 The Borrower has duly executed and delivered each Credit
Document to which it is a party and each such Credit Document to which
it is a party constitutes the legal, valid and binding agreement or
obligation of the Borrower enforceable against the Borrower in
accordance with its terms, except to the extent that the enforceability
thereof may be limited by (i) applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws, and
related judicial doctrines, from time to time in effect affecting
creditors' rights and remedies generally, (ii) general principles of
equity (including, without limitation, standards of materiality, good
faith, fair dealing and reasonableness, equitable defenses and limits
on the availability of equitable remedies), whether such principles are
considered in a proceeding at
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Exhibit 4(e)
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law or in equity, and (iii) the qualification that certain other
provisions of such Credit Documents may be unenforceable in whole or in
part under the laws (including judicial decisions) of the State of Ohio
or other applicable jurisdictions, but the inclusion of such provisions
does not affect the validity as against any Credit Party of any of such
Credit Documents as a whole, and such Credit Documents contain adequate
provisions for enforcing payment of the obligations governed or secured
thereby and for the realization of the principal rights and benefits
afforded thereby, subject to the other qualifications and limitations
contained in this opinion letter.
4 Neither the execution, delivery or performance by the
Borrower of the Credit Documents to which it is a party nor compliance
with the terms and provisions thereof, (i) will contravene any
provision of any Ohio, Delaware corporate or United States federal law,
statute, rule, regulation (including, without limitation, Regulations
T, U and X of the Board of Governors of the Federal Reserve System),
or, to my knowledge, any order, writ, injunction or decree of any court
or governmental instrumentality applicable to the the Borrower or its
properties and assets, (ii) will conflict or result in any breach of,
any of the terms, covenants, conditions or provisions of, or constitute
a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien (other than the Liens created
pursuant to the Security Documents) upon any of the property or assets
of the Borrower pursuant to the terms of any indenture, mortgage, deed
of trust, agreement or other instrument of which I have knowledge to
which the Borrower is a party or by which it or any of its property or
assets are bound or to which it may be subject or (iii) will violate
any provision of the certificate of incorporation or by-laws of the
Borrower.
5 No order, consent, approval, license, authorization, or
validation of, or filing, recording or registration with, or exemption
by, any Ohio, Delaware or United States federal governmental or public
body or authority, or any subdivision thereof, is required to authorize
or is required as a condition to (i) the execution, delivery and
performance by the Borrower of any Credit Document to which it is a
party, or (ii) the legality, validity, binding effect or enforceability
of any such Credit Document, except for filings and recordings which
are required to perfect the Liens granted by the Security Agreement and
the Mortgages.
6 To my knowledge, there are no actions, suits or proceedings
pending or overtly threatened in writing with respect to the Borrower
or any other Credit Party (i) that have, or could reasonably be
expected to have, a Material Adverse Effect, or (ii) which question the
validity or enforceability of any of the Credit Documents, or of any
action to be taken by any Credit Party pursuant to any of the Credit
Documents to which it is a party.
7 Neither the Borrower nor any of the other Credit Parties is
subject to regulation with respect to the creation or incurrence of
Indebtedness under the Investment Company Act of 1940, as amended, the
Federal Power Act, as amended, the Public Utility Holding Company Act
of 1935, as amended, or any applicable state public utility law.
This opinion letter is being furnished only to the addressees and is
solely for their benefit and the benefit of their participants and assigns in
connection with the transactions contemplated by the Credit Documents. This
opinion letter may not be relied upon for any other purpose, or relied upon by
any other person, firm or corporation for any purpose, without my prior written
consent.
Very truly yours,
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Exhibit 4(e)
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XXXXX TELECOM INC.
as Borrower
THE LENDERS NAMED HEREIN
as Lenders
BANK ONE, MICHIGAN
as Documentation Agent
And
[KEYBANK LOGO]
KEYBANK NATIONAL ASSOCIATION
as a Lender,
the Swing Line Lender, a Letter of Credit Issuer
and as the Syndication Agent, the Administrative Agent and the Collateral Agent
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AMENDMENT NO. 3
dated as of
November 15, 2000
to
CREDIT AGREEMENT
dated as of
December 31, 1998
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