EX-10 4 j9927201exv10.txt EXHIBIT 10 Exhibit 10 AMENDMENT NO. 2 AND WAIVER UNDER AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 2 AND WAIVER UNDER CREDIT AGREEMENT (this "Amendment No. 2") is made the 21 day of February, 2003, by and among JLG INDUSTRIES, INC., a Pennsylvania corporation ("JLG"), and certain of its subsidiaries listed on Schedule 1 to the Credit Agreement (as defined below) (each, together with JLG, individually a "Borrower" and individually and collectively, the "Borrowers"); the Lenders listed on Schedule 2 to the Credit Agreement; Wachovia Bank, National Association, as administrative agent and documentation agent ("Administrative Agent") and BankOne, Michigan, as syndication agent ("Syndication Agent"). BACKGROUND Borrowers, Lenders, Administrative Agent and Syndication Agent entered into an Amended and Restated Credit Agreement dated June 17, 2002, as amended by Amendment No. 1 to Amended and Restated Credit Agreement dated August 30, 2002 (as amended and as may be further amended from time to time, the "Credit Agreement") to finance the Borrowers' working capital and general corporate requirements. Borrowers, Lenders, Administrative Agent and Syndication Agent wish to make certain amendments to the Credit Agreement and grant certain consents under the Credit Agreement, as set forth herein and subject to the terms and conditions hereof. In consideration of the foregoing and the premises and the agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Definitions. a. General Rule. Unless otherwise defined herein, terms used herein which are defined in the Credit Agreement shall have the respective meanings assigned to such terms in the Credit Agreement. b. Additional Definitions. As of the Amendment No. 2 Effective Date, the following definitions are hereby added to Section 1.1 of the Credit Agreement to read in their entirety as follows: "Amendment No. 2" means Amendment No. 2 to the Credit Agreement by and among Borrowers, Lenders, Administrative Agent and Syndication Agent, dated February 21, 2003. "Amendment No. 2 Effective Date" means the date on which the conditions set forth in Paragraph 11 of Amendment No. 2 have been satisfied. "BV" means JLG Europe BV, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Netherlands law. "BVBA" means JLG Manufacturing Europe BVBA, a Belgian corporation and a Borrower. "Deed of Pledge of Shares" means the notarial deed of pledge of shares, dated February 21, 2003 and made by Fulton Investments, L.P. in favor of the Administrative Agent and relating to the pledge of one hundred percent (100%) of the shares in the capital of BV and any additional deed of pledge required under Section 4.2(c) hereof, as such deed may be amended, extended, novated, restated, replaced or modified from time to time. "European Borrower" means each of BV and BVBA, and "European Borrowers" means collectively, BV and BVBA. "Secured Parties" has the meaning assigned to it in Section 4.12(b). c. Amended Definitions. As of the Amendment No. 2 Effective Date, the following definitions set forth in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety as set forth below: "Collateral Security Documents" means the collective reference to the Security Agreement, the Pledge Agreement, and in relation to BV, the Deed of Pledge of Shares, and each other agreement or writing pursuant to which any Borrower or any Subsidiary purports to pledge or grant security interest in any property or assets securing the Obligations or any Person purports to guaranty the payment and/or performance of the Obligations. "Commitment" means, as to any Lender, the obligation of such Lender to make Loans hereunder in an aggregate principal or face amount at any time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 2 hereto, as the same may be reduced or modified at any time or from time to time pursuant to the terms hereof; provided, that in connection with any Assignment and Acceptance, Schedule 2 shall be deemed to be amended to include the Lenders' information and Commitment amounts set forth in Administrative Agent's records. 2. Waiver. Section 10.4 of the Credit Agreement prohibits Borrowers from making Investments in any Person, subject to certain exceptions. Section 10.4(a) of the Credit Agreement permits Borrowers to make Investments in Wholly-Owned Subsidiaries, so long as Investments by Borrowers in all non-Borrower Subsidiaries (other than Monetization Subsidiaries) do not exceed twenty percent (20%) of Adjusted Net Worth. Borrowers have made -2- Investments of approximately $76,800,000 in BV and $15,400,000 in BVBA (the "European Investments"), and approximately $16,400,000 in non-Borrower Subsidiaries other than BV and BVBA, which Investments exceeded 20% of Adjusted Net Worth. As of the Amendment No. 2 Effective Date, Required Lenders hereby consent to the European Investments and waive any Defaults or Events of Default arising under Section 10.4 of the Credit Agreement in connection with the European Investments. 3. Amended and Restated Schedule 2 to Credit Agreement. As of the Amendment No. 2 Effective Date, Schedule 2 to the Credit Agreement (Lenders and Commitments) is hereby amended and restated in its entirety as set forth on Schedule 2 attached hereto. 4. Amendment to Section 4.12 (Security). As of the Amendment No. 2 Effective Date, Section 4.12 of the Credit Agreement is hereby amended and restated in its entirety as set forth below: Section 4.12 Security/Joint and Several Creditor. (a) Security. The Obligations of the Borrowers shall be secured under the Collateral Security Documents on a pari passu basis with the obligations of the Borrowers to Allfirst Bank under the Overdraft Facility, not exceeding a principal amount of $25,000,000. (b) Administrative Agent as Joint and Several Creditor. (i) For the purpose of the Deed of Pledge of Shares, each of the Borrowers and each of the Lenders agree that the Administrative Agent (other than in its capacity as a Lender) shall be the joint and several creditor (hoofdelijk schuldeiser) (together with the relevant Lender) of each and every obligation of any Borrower towards each of the other Lenders and any other secured party (including without limitation all parties to Hedging Agreements with a Borrower or Borrowers) under the Loan Documents (collectively, the "Secured Parties") and that accordingly the Administrative Agent will have its own independent right to demand performance by the relevant Borrower of those obligations. However, any discharge of any such obligation to one of the Administrative Agent or the relevant Secured Party shall, to the same extent, discharge the corresponding obligation owing to the other. (ii) Without limiting or affecting the Administrative Agent's rights against any Borrower (whether under this Section or under any other provision of the Loan Documents), the Administrative Agent, under the terms of Section 12.4, shall be fully justified in failing or refusing to take any action in the protection or preservation of rights under or to enforce the Deed of Pledge of -3- Shares as contemplated by this Agreement and/or the Deed of Pledge of Shares (or to do any act reasonably incidental to any of the foregoing) unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the Deed of Pledge of Shares, all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. (iii) It is agreed and understood that the expression "Lender" includes any assignees of Lenders that become party to the Loan Documents, whether such assignees become a party to the Loan Documents by an assignment of rights in accordance with Section 13.10(b) (Assignment by Lenders) or otherwise. 5. Amendment to Section 10.1(f) (Limitations on Debt and Guaranty Obligations). As of the Amendment No. 2 Effective Date, Section 10.1(f) of the Credit Agreement is hereby amended to strike the reference to "Schedule 6.1(t)" and replace it with a reference to "Schedule 6.1(s)". 6. Amendment and Restatement of Section 10.4(a). As of the Amendment No. 2 Effective Date, Section 10.4(a) to the Credit Agreement is hereby amended and restated in its entirety as set forth below: (a) Investments by Borrowers in other Borrowers and in Wholly-Owned Subsidiaries (including without limitation Monetization Subsidiaries) and Investments by Subsidiaries in Wholly-Owned Subsidiaries (including without limitation Monetization Subsidiaries) and in Borrowers, not otherwise permitted by this Section 10.4 (including without limitation the contribution of equipment and related assets or Monetization Assets between Borrowers in connection with Customer Financing transactions or Monetization Transactions); provided, however, that Investments in all non-Borrower Subsidiaries, other than Monetization Subsidiaries, by Borrowers (other than the European Borrowers) shall not exceed twenty percent (20%) of Adjusted Net Worth; provided, further that Investments in Monetization Subsidiaries (other than Monetization Subsidiaries formed in connection with a sale or discount of accounts receivable permitted under Section 10.6(d)) shall be limited to twenty-five percent (25%) of the fair market value of the Monetization Assets transferred to such Monetization Subsidiary; and provided, further, that: (i) Investments by domestic Borrowers in the European Borrowers and (ii) Investments by the European Borrowers in non-Borrower Subsidiaries, shall not exceed $150,000,000 outstanding at any time. -4- 7. New Section 12.10. As of the Amendment No. 2 Effective Date, an additional Section 12.10 (Deed of Pledge of Shares) is hereby added to the Credit Agreement in its entirety: 12.10. Deed of Pledge of Shares. (a) The Administrative Agent as a Lender and as joint and several creditor with the relevant other Secured Parties or otherwise shall accept without investigation, requisition or objection such title as any Person may have to the undertaking, property and assets which are subject to the Deed of Pledge of Shares and shall not be bound or concerned to examine or enquire into nor be liable for any defect or failure in the title of any person whether such defect or failure was known to the Administrative Agent or might have been discovered upon examination or enquiry and whether capable of remedy or not nor for any failure on the part of the Administrative Agent to give notice to any third party of the Deed of Pledge of Shares or otherwise perfect or register the security thereby created. (b) The Administrative Agent shall hold all rights, titles and interests that may now or at any time be mortgaged, pledged, charged, assigned or granted in favor of the Administrative Agent by or pursuant to the Deed of Pledge of Shares and the proceeds of any such security as agent for itself in its capacity as Lender and as agent for the Secured Parties and joint and several creditor with the relevant Secured Party from time to time in accordance with their respective rights under the Loan Documents. The obligations, rights and benefits vested or to be vested in the Administrative Agent by the Loan Documents or any document entered into in accordance with such documents shall (as well before as after enforcement) be performed (as the case may be) and exercised in accordance with the provisions of this Agreement. (c) Each Lender (other than the Administrative Agent in its capacity as Lender) hereby authorizes the Administrative Agent to execute the Deed of Pledge of Shares as joint and several creditor. 8. Additional Section 13.26. As of the Amendment No. 2 Effective Date, an additional Section 13.26 is hereby added to the Credit Agreement in its entirety: Section 13.26. Judgment Currency. (a) The Borrowers' obligations under the Loan Documents to make payments in U.S. Dollars or Alternate Currency, as applicable (the "Obligation Currency"), shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, -5- except to the extent that such tender or recovery results in the effective receipt by the Lenders of the full amount of the Obligation Currency expressed to be payable to the Lenders under the Loan Documents. If for the purpose of obtaining or enforcing judgment against any Borrower in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the "Judgment Currency") an amount due in the Obligation Currency, the conversion shall be made at the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the day immediately preceding the day on which the judgment is given (such business day being hereinafter referred to as the "Judgment Currency Conversion Date"). (b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Borrowers covenant and agree to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date. If a payment (when converted into the Obligation Currency) actually received by any Lender exceeds the amount due to such Lender hereunder, such Lender shall repay the excess to the Borrowers. (c) For purposes of determining any rate of exchange for this Section 13.26, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency. 9. Amendment to Section 13.5 (Consent to Jurisdiction). The following language is hereby added at the end of Section 13.5 of the Credit Agreement: To the extent that any Borrower has or hereafter may: (i) acquire any immunity from jurisdiction of any court of the Commonwealth of Pennsylvania or any Federal court sitting in Philadelphia County, Pennsylvania or from any legal process out of any such court (whether through service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or its property, or (ii) -6- have any objection to the laying of the venue or of an inconvenient forum or any suit, action or proceeding, if brought in the Commonwealth of Pennsylvania or any Federal court sitting in any county in Philadelphia County, Pennsylvania under process served in accordance with this Credit Agreement or any Loan Document, each Borrower hereby irrevocably waives such immunity or objection in respect of any suit, action or proceeding arising out of or relating to any Loan Document. 10. Representations and Warranties. As of the Amendment No. 2 Effective Date, each Borrower (including the European Borrowers) hereby represents and warrants to Lenders as follows: a. Representations. As of the Amendment No. 2 Effective Date, (i) the representations and warranties set forth in Article VI of the Credit Agreement, together with the applicable Schedules related thereto, as amended and restated by this Amendment No. 2, are true and correct in all material respects as of the Amendment No. 2 Effective Date, except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date; (ii) no Event of Default or Default under the Credit Agreement (except that which has been waived in this Amendment No. 2), has occurred and is continuing; and (iii) no Borrower is aware of any Material Adverse Effect. b. Power and Authority. Each Borrower has the power and authority under the laws of its jurisdiction of incorporation or formation and under its respective formation documents to execute and perform this Amendment No. 2 and the other documents and agreements required hereunder (collectively, the "Amendment Documents"); all necessary actions (corporate or otherwise) for the execution and performance by each Borrower of the Amendment Documents have been taken; and each of the Amendment Documents and the Credit Agreement, as amended, constitute the valid and binding obligations of each Borrower, enforceable in accordance with its respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state, federal or foreign debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies. c. No Violations of Law or Agreements. The execution and performance of the Amendment Documents by Borrowers in accordance with their respective terms will not: (i) violate any provisions of any applicable law or regulation, foreign, federal, state or local, or the formation or organizational documents of any Borrower or (ii) result in any breach or violation of, or constitute a default or require the obtaining of any consent under, any material agreement or instrument by which any Borrower is a party or by which any of its property may be bound. 11. Conditions to Effectiveness of Amendment. This Amendment No. 2 shall be effective upon the date of Administrative Agent's receipt of the following documents, each in form and substance reasonably satisfactory to Administrative Agent: -7- a. Amendment No. 2. This Amendment No. 2 duly executed by Borrowers, Required Lenders and Administrative Agent. b. Overdraft Facility. An amendment to the documentation evidencing the Overdraft Facility, effecting modifications of the Overdraft Facility that conform to the modifications to the Credit Agreement effected by Amendment No. 2 in all pertinent respects, in form and substance reasonably acceptable to Administrative Agent. c. BV Pledge Agreement. A duly executed deed of pledge, in form and substance satisfactory to Administrative Agent, from Fulton Investments, L.P. in favor of Wachovia, as collateral agent for the Lenders and Allfirst Bank, pledging one hundred percent (100%) of the shares of BV (the "BV Pledge Agreement"), together with all other documents necessary to effect and perfect such pledge. d. BVBA Pledge Agreement. A duly executed pledge agreement, in form and substance satisfactory to Administrative Agent, from BV and JLG Industries Gmbh, in favor of Wachovia, as collateral agent for the Lenders and Allfirst Bank, pledging one hundred percent (100%) of the shares of BVBA (the "BVBA Pledge Agreement"), together with all other documents necessary to effect and perfect such pledge, including without limitation a copy of the extraction from the shareholder register of BVBA. e. Joinder Agreement. A duly executed joinder agreement from European Borrowers, in the form of Exhibit F to the Credit Agreement, together with duly executed joinders to the Notes. f. Dutch Opinion Letter. An opinion letter from Dutch counsel to BV, addressed to Wachovia, as Administrative Agent under the Credit Agreement and collateral agent under the BV Pledge Agreement, and the Lenders, with respect to BV, the Amendment Documents, including without limitation the BV Pledge Agreement, and such other matters as the Lenders may request. g. Belgian Opinion Letter. An opinion letter from Belgian counsel to BVBA, addressed to Wachovia, as Administrative Agent under the Credit Agreement and collateral agent under the BVBA Pledge Agreement, and the Lenders, with respect to BVBA, the Amendment Documents, including without limitation the BVBA Pledge Agreement, and such other matters as the Lenders may request. h. Opinion of Counsel to Fulton Investments, L.P.. An opinion letter from in-house counsel to Fulton Investment, L.P., addressed to Wachovia, as Administrative Agent under the Credit Agreement and collateral agent under the BV Pledge Agreement, and the Lenders, with respect to Fulton Investment, L.P. and the BV Pledge Agreement, and such other matters as the Lenders may request. i. Officer's Certificate. The Administrative Agent shall have received a certificate of an officer acceptable to Administrative Agent of each European Borrower and Fulton Investment, L.P., certifying as to the incumbency and genuineness of the signature of each officer of such European Borrower (or Fulton Investment, L.P., as applicable) executing the Amendment Documents to which it is a party and certifying and attaching thereto: -8- (i) a true, correct and complete copy of formation or organizational documents of such European Borrower (or Fulton Investment, L.P., as applicable), (ii) a true, correct and complete copy of resolutions or other evidence of authorization duly adopted by the board of directors (or the equivalent) of such European Borrower (or Fulton Investment, L.P., as applicable) authorizing the execution, delivery and performance of this Amendment No. 2 and the other Amendment Documents to which it is a party. j. Good Standing Certificates. Certificates of good standing (or the equivalent) for each European Borrower and Fulton Investment, L.P. from its jurisdiction of formation. 12. Affirmative Covenant. Borrowers hereby covenant and agree to deliver to Administrative Agent within thirty (30) days after the date of this Amendment No. 2 an opinion letter from Cayman Islands counsel to Fulton Investment, L.P., addressed to Wachovia, as Administrative Agent under the Credit Agreement and collateral agent under the BV Pledge Agreement, and the Lenders, with respect to Fulton Investment, L.P., the BV Pledge Agreement, and such other matters as the Lenders may request. 13. Affirmations. Borrowers hereby: (i) affirm all the provisions of the Credit Agreement, as amended or waived by this Amendment No. 2, and (ii) agree that the terms and conditions of the Credit Agreement and the Collateral Security Documents shall continue in full force and effect as amended hereby. 14. Release. TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT NO. 2, BORROWERS REPRESENT AND WARRANT THAT AS OF THE DATE OF THIS AMENDMENT NO. 2, THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH: a. EACH BORROWER WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE OF ITS EXECUTION OF THIS AMENDMENT NO. 2; AND b. EACH BORROWER RELEASES AND DISCHARGES THE ADMINISTRATIVE AGENT AND THE LENDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATION, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH ANY BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY, OTHER THAN OBLIGATIONS UNDER THE LOAN DOCUMENTS. -9- 15. Miscellaneous. a. Borrowers agree to pay or reimburse Administrative Agent for all reasonable fees and expenses (including without limitation reasonable fees and expenses of counsel) incurred by Administrative Agent in connection with the preparation, execution and delivery of this Amendment No. 2. b. This Amendment No. 2 shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law or choice of law principles. c. This Amendment No. 2 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same agreement. d. Except as expressly set forth herein, the execution, delivery and performance of this Amendment No. 2 shall not operate as a waiver of any right, power or remedy of Administrative Agent or Lenders under the Credit Agreement and the agreements and documents executed in connection therewith or constitute a waiver of any provision thereof, nor shall the Lenders' consents or waivers set forth herein nor anything contained herein be construed as or constitute a consent to or waiver of any further provision of the Credit Agreement; the consents and waivers granted hereby are limited to the matters and the periods set forth herein. -10- IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 the day and year first above written. Attest: JLG INDUSTRIES, INC. By: By: -------------------------- -------------------------- Name: Thomas D. Singer Name: Title: Secretary Title: Attest: FULTON INTERNATIONAL, INC. By: By: -------------------------- -------------------------- Name: Thomas D. Singer Name: Title: Secretary Title: Attest: JLG EQUIPMENT SERVICES, INC. By: By: -------------------------- -------------------------- Name: Thomas D. Singer Name: Title: Assistant Secretary Title: Attest: GRADALL INDUSTRIES, INC. By: By: -------------------------- -------------------------- Name: Thomas D. Singer Name: Title: Assistant Secretary Title: Attest: THE GRADALL COMPANY By: By: -------------------------- -------------------------- Name: Thomas D. Singer Name: Title: Assistant Secretary Title: [EXECUTIONS CONTINUED] -11- Attest: ACCESS FINANCIAL SOLUTIONS, INC. By: By: -------------------------- -------------------------- Name: Name: Title: Title: Attest: JLG EUROPE BV By: By: -------------------------- -------------------------- Name: Name: Title: Title: Attest: JLG MANUFACTURING EUROPE BVBA By: By: -------------------------- -------------------------- Name: Name: Title: Title: [EXECUTIONS CONTINUED] -12- LENDERS WACHOVIA BANK, NATIONAL ASSOCIATION as Administrative Agent, Documentation Agent and Lender By: -------------------------------- Name: Title: BANK ONE, NA, successor by merger to Bank One, Michigan, individually as a Lender and in its capacity as Syndication Agent By: -------------------------------- Name: Title: JP MORGAN CHASE BANK, successor by merger to THE CHASE MANHATTAN BANK, N.A., as a Lender By: -------------------------------- Name: Title: BANCO ESPIRITO SANTO, S.A., NASSAU BRANCH, as a Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: [EXECUTIONS CONTINUED] -13- ALLFIRST BANK, f/k/a The First National Bank of Maryland, as a Lender By: -------------------------------- Name: Title: HARRIS TRUST AND SAVINGS BANK, as a Lender By: -------------------------------- Name: Title: NATIONAL CITY BANK OF PENNSYLVANIA, as a Lender By: -------------------------------- Name: Title: COMERICA BANK, as a Lender By: -------------------------------- Name: Title: CITIZENS BANK OF PENNSYLVANIA, as a Lender By: -------------------------------- Name: Title: [EXECUTIONS CONTINUED] -14- SUNTRUST BANK, ATLANTA, as a Lender By: -------------------------------- Name: Title: BANK HAPOALIM B.M., as a Lender By: -------------------------------- Name: Title: CREDIT SUISSE FIRST BOSTON, as a Lender By: -------------------------------- Name: Title: THE BANK OF NEW YORK, as a Lender By: -------------------------------- Name: Title: BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a Lender By: -------------------------------- Name: Title: [EXECUTIONS CONTINUED] -15- CREDIT LYONNAIS NEW YORK BRANCH, as a Lender By: -------------------------------- Name: Title: ERSTE BANK, as a Lender By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: STANDARD FEDERAL BANK, N.A., as a Lender By: -------------------------------- Name: Title: SUNBANK, as a Lender By: -------------------------------- Name: Title: -16- SCHEDULE 2 (Lenders and Commitments)
LENDER COMMITMENT COMMITMENT PERCENTAGE Wachovia Bank, National Association 13.0% 32,500,000 301 South College Street (TW-10) Charlotte, NC 28288-0760 Swingline Commitment Attention: Syndication Agency Services $20,000,000 Telephone No.: (704) 383-7698 Telecopy No.: (704) 383-0288 Bank One, Michigan 7.0% 17,750,000 611 Woodward Avenue, 2nd Floor M11-8074 Detroit, MI 48226 Attention: Pat Dumphy Telephone No.: (313) 225-1940 Telecopy No.: (313) 225-1212 Banco Espirito Santo e Comercial 2.0% 5,000,000 29th Floor 320 Park Avenue New York, NY 10022 Attention: Terry Hull Telephone No.: (212) 702-3430 Telecopy No.: (212) 750-3999 Allfirst Bank 3.0% 8,000,000 2055 South Queen Street MC 182-02-01 York, PA 17403 Attention: Kellie Matthews Telephone No.: (717) 771-4905 Telecopy No.: (717) 771-4914 SunBank 1.0% 3,500,000 90 Maynard Street Williamsport, PA 17701 Attention: Michael Vuocolo Telephone No.: (570) 329-5607 Telecopy No.: (570) 322-3308
-17- Harris Trust & Savings Bank 6.0% 15,500,000 111 West Monroe Street 10th Floor West Chicago, IL 60603-0755 Attention: Helen Dimitriou Telephone No.: (312) 461-5304 Telecopy No.: (312) 461-5225 National City Bank of Pennsylvania 6.0% 15,500,000 National City Center 20 Stanwix Street Pittsburgh, PA 15222-4802 Attention: Debra Riefner Telephone No.: (412) 644-8880 Telecopy No.: (412) 644-8889 Comerica Bank 6.0% 15,500,000 Comerica Tower, Detroit Center 500 Woodward Avenue MC3280, 9th Floor Detroit, MI 48226-3280 Attention: Jeff Lafferty Telephone No.: (313) 222-7806 Telecopy No.: (313) 222-3330 Citizens Bank of Pennsylvania 9.0% 23,000,000 10 S. 2nd Street Harrisburg, PA 17101 Attention: Joseph Butto Telephone No.: (717) 777-3357 Telecopy No.: (717) 777-3363 JP Morgan Chase Bank 8.0% 20,750,000 1975 Lake Street Elmira, NY 14901 Attention: Christine M. McLeod Vice President Telephone No.: (607) 734-7824 Telecopy No.: (607) 734-7645
-18- SunTrust Bank 4.0% 11,000,000 919 East Main Street Richmond, VA 23219 Attention: Steve Derby Telephone No.: (804) 782-7348 Telecopy No.: (804) 782-5413 Bank Hapoliam BM (New York) 3.0% 8,000,000 1177 Avenue of the Americas 12th Floor New York, NY 10036-2790 Attention: Laura Anne Rafa Telephone No.: (212) 782-2177 Telecopy No.: (212) 782-2382 Credit Suisse 9.0% 22,000,000 [Address] Attention: Telephone No.: Telecopy No.: The Bank of New York 4.0% 11,000,000 One Wall Street 18th Floor New York, NY 10286 Attention: Walter Parelli Telephone No.: (212) 635-6820 Telecopy No.: (212) 635-7978 Bank of Tokyo - Mitsubishi Trust Company 4.0% 11,000,000 1251 Avenue of the Americas U.S. Corporate Banking Division 15th Floor New York, NY 10020-1104 Attention: Karen Opsolinski Telephone No.: (212) 782-4798 Fax: (212) 782-6445
-19- Credit Lyonnais 4.0% 11,000,000 2200 Ross Avenue Suite 4400 West Dallas, TX 75201 Attention: Brian Myers Telephone No.: (214) 220-2308 Fax: (214) 220-2323 Erste Bank 3.0% 8,000,000 280 Park Avenue 32nd Floor, West Building New York, NY 10017 Attention: Bob Wagman Telephone No.: (212) 894-5663 Fax: (212) 984-5627 Standard Federal Bank, N.A. 4.0% 11,000,000 27777 Inkster Road MC 10-36 Farmington Hills, MI 48333 Attention: Kathleen Hallberg Inside Counsel Telephone No.: (248) 822-5707 Fax: (248) 473-4345
-20-