EX-10 15 abs10k2000exhibit10-29.txt AMENDED AND RESTATED CREDIT AGREEMENT 364 DAY Exhibit 10.29 [364-Day Agreement] EXECUTION COPY ================================================================================ AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 15, 2001 among ALBERTSON'S, INC., BANK OF AMERICA, N.A., as Administrative Agent, BANK ONE, NA, as Syndication Agent, WELLS FARGO BANK, N.A., as Documentation Agent, THE HUNTINGTON NATIONAL BANK and UNION BANK OF CALIFORNIA, N.A., as Senior Managing Agents, KEYBANK NATIONAL ASSOCIATION, WACHOVIA BANK, N.A. and THE NORTHERN TRUST COMPANY as Managing Agents and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO Arranged by Banc of America Securities LLC, Sole Lead Arranger and Sole Book Manager ================================================================================ AMENDED AND RESTATED CREDIT AGREEMENT This Amended and Restated Credit Agreement (this "Agreement") is entered into as of March 15, 2001 by and among Albertson's, Inc., a Delaware corporation (the "Company"), the several financial institutions from time to time party to this Agreement (individually, a "Bank" and, collectively, the "Banks"), Bank One, NA, as syndication agent (in such capacity, the "Syndication Agent"), Wells Fargo Bank, N.A., as documentation agent (the "Documentation Agent"), The Huntington National Bank and Union Bank of California, N.A., as senior managing agents (in such capacity, the "Senior Managing Agents"), KeyBank National Association, Wachovia Bank, N.A and The Northern Trust Company, as managing agents (in such capacity, the "Managing Agents"), and Bank of America, N.A., as administrative agent for itself, the Designated Bidders and the Banks (in such capacity, the "Agent"). WHEREAS, the Company, the Banks party thereto and the Agent entered into a Credit Agreement dated as of March 22, 2000 (as in effect as of the date of this Agreement, the "Original Agreement") providing for a 364-day revolving credit facility; and WHEREAS, the parties hereto desire to amend the Original Agreement as set forth herein and to restate the Original Agreement in its entirety to read as set forth in the Original Agreement with the amendments specified below, subject to the terms and conditions of this Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1. Definitions; References; Interpretation. (a) Unless otherwise specifically defined herein, each term used herein (including in the Recitals hereof) which is defined in the Original Agreement shall have the meaning assigned to such term in the Original Agreement. (b) Each reference to "this Agreement", "hereof", "hereunder", "herein" and "hereby" and each other similar reference contained in the Original Agreement, and each reference to "the Credit Agreement" and each other similar reference in the other Loan Documents, shall from and after the Effective Date (as defined in subsection 2) refer to the Original Agreement as amended and restated hereby. (c) The rules of interpretation set forth in Section 1.02 of the Original Agreement shall be applicable to this Agreement. 2. Amendments to Original Agreement. Subject to the terms and conditions hereof, the Original Agreement is amended as follows, effective as of the date of satisfaction of the conditions set forth in Section 4 (the "Effective Date"): (a) Amendments to Article I of the Original Agreement. (1) The term "Notes" defined in the Original Agreement shall include from and after the Effective Date the Notes delivered under this Agreement. 2 (2) The definition of "Closing Date" is amended in its entirety to provide as follows: "Closing Date" means the date occurring on or before March 15, 2001 on which all conditions precedent set forth in Section 4.01 are satisfied or waived by all Banks (or, in the case of subsection 4.01(e), waived by the Person entitled to receive such payment). (3) The definition of "Eligible Assignee" is amended in its entirety to provide as follows: "Eligible Assignee" means (a) a commercial bank or savings bank organized under the laws of the United States, or any state thereof, and having a combined capital and surplus of at least $250,000,000; (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the "OECD"), or a political subdivision of any such country, and having a combined capital and surplus of at least $250,000,000, provided that such bank is acting through a branch or agency located in the United States; and (c) a Person that is primarily engaged in the business of commercial lending and that is (i) a Subsidiary of a Bank, (ii) a Subsidiary of a Person of which a Bank is a Subsidiary, or (iii) a Person of which a Bank is a Subsidiary. (4) The definition of "Revolving Termination Date" is amended in its entirety to provide as follows: "Revolving Termination Date" means the earlier to occur of: a. March 14, 2002 as the same may be extended from time to time pursuant to Section 2.16; and b. the date on which the Commitments terminate in accordance with the provisions of this Agreement. (b) Amendment to Annex I of the Original Agreement. Annex I of the Original Agreement is replaced in its entirety by Annex I (Amended) attached to this Agreement. (c) Amendment to Schedule 2.01 of the Original Agreement. Schedule 2.01 of the Original Agreement is replaced in its entirety by Schedule 2.01 (Amended) of this Agreement. (d) Amendment to Schedule 10.02 of the Original Agreement. Schedule 10.02 of the Original Agreement is replaced in its entirety by Schedule 10.02 (Amended) of this Agreement. 3. Representations and Warranties. The Company hereby represents and warrants to the Agent and the Banks as follows: 3 (a) No Default or Event of Default has occurred and is continuing (or would result from the amendment of the Original Agreement contemplated hereby). (b) The execution, delivery and performance by the Company of this Agreement and the Original Agreement (as amended and restated by this Agreement) have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable. (c) This Agreement, each Note delivered hereunder and the Original Agreement (as amended and restated by this Agreement) constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms. (d) All representations and warranties of the Company contained in the Original Agreement are true and correct (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date and except that this subsection (d) shall be deemed instead to refer to (x) the last day of the most recent quarter and year for which financial statements have then been delivered; (y) to the most recent Form 10-K and Forms 10-Q filed subsequently thereto by the Company with the SEC, in respect of the representations and warranties made in Section 5.05 of the Original Agreement; and (z) to the most recent Form 10-K filed by the Company with the SEC, in respect of the representations and warranties made in Section 5.10(a) of the Original Agreement). (e) There has occurred since February 3, 2000, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect. (f) The Company is entering into this Agreement on the basis of its own investigation and for its own reasons, without reliance upon the Agent and the Banks or any other Person. (g) The Company's obligations under the Original Agreement and under the other Loan Documents are not subject to any defense, counterclaim, set-off, right of recoupment, abatement or other claim. 4. Conditions of Effectiveness. (a) The effectiveness of Section 2 of this Agreement shall be subject to the satisfaction of each of the following conditions precedent: (1) The Agent shall have received from the Company and each of the Banks (i) a duly executed original (or, if elected by the Agent, an executed facsimile copy) of this Agreement; and (ii) if requested by any Bank, a Note (or replacement Note) substantially in the form of Exhibit I to the Original Agreement. (2) The Agent shall have received evidence of payment by the Company of all fees, costs and expenses due and payable as of the Effective Date hereunder and under the Original Agreement, including any costs and expenses payable under Section 6(g) of this Agreement (including the Agent's Attorney Costs, to the extent invoiced on or prior to the Effective Date). 4 (3) The Agent shall have received from the Company a copy of the resolutions passed by the board of directors of the Company, certified as of the Effective Date by the Secretary or an Assistant Secretary of such Person, authorizing the execution, delivery and performance of this Agreement, the Notes to be delivered hereunder and the Original Agreement (as amended and restated by this Agreement). (4) The Agent shall have received an opinion of Thomas R. Saldin, Executive Vice-President and General Counsel to the Company, dated the Effective Date and addressed to the Agent and the Banks, in form and substance satisfactory to the Agent and the Banks. (5) The Agent shall have received a favorable opinion of Brobeck, Phleger & Harrison LLP, special counsel to the Agent, dated as of the Effective Date. (6) The Agent shall have received all other documents it or any Bank may reasonably request relating to any matters relevant hereto, all in form and substance satisfactory to the Agent and each Bank. (7) The representations and warranties in Section 3 of this Agreement shall be true and correct on and as of the Effective Date with the same effect as if made on and as of the Effective Date. (b) For purposes of determining compliance with the conditions specified in Section 4(a), each Bank that has executed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter either sent, or made available for inspection, by the Agent to such Bank for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Bank. (c) From and after the Effective Date, the Original Agreement is amended as set forth herein and is restated in its entirety to read as set forth in the Original Agreement with the amendments specified herein, and all outstanding Notes under the Original Agreement shall be superseded and replaced by the Notes delivered under this Agreement. All such previously outstanding Notes will be deemed cancelled upon the occurrence of the Effective Date. The Original Agreement (as amended and restated by this Agreement) is hereby ratified and confirmed in all respects. (d) The Agent will notify the Company and the Banks of the occurrence of the Effective Date. 5. Fees. At Closing, the Company shall pay to the Agent for itself the fees set forth in the Fee Letter dated as of February 9, 2001 by and between the Company and the Agent. 6. Miscellaneous. (a) The Company acknowledges and agrees that the execution and delivery by the Agent and the Banks of this Agreement shall not be deemed to create a course of dealing or an obligation to execute similar amendments or provide any waivers or other amendments under the same or similar circumstances in the future. 5 (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns. (c) This Agreement shall be governed by and construed in accordance with the law of the State of New York provided that the Agent and the Banks shall retain all rights arising under Federal law. (d) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Each of the parties hereto understands and agrees that this document (and any other document required herein) may be delivered by any party thereto either in the form of an executed original or an executed original sent by facsimile transmission to be followed promptly by mailing of a hard copy original, and that receipt by the Agent of a facsimile transmitted document purportedly bearing the signature of a Bank or the Company shall bind such Bank or the Company, respectively, with the same force and effect as the delivery of a hard copy original. Any failure by the Agent to receive the hard copy executed original of such document shall not diminish the binding effect of receipt of the facsimile transmitted executed original of such document of the party whose hard copy page was not received by the Agent. (e) This Agreement contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein. This Agreement supersedes all prior drafts and communications with respect hereto. This Agreement may not be amended except in accordance with the provisions of Section 10.01 of the Original Agreement. (f) If any term or provision of this Agreement shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Agreement, the Original Agreement or the Loan Documents. (g) The Company agrees to pay or reimburse BofA (including in its capacity as Agent), upon demand, for all reasonable costs and expenses (including reasonable Attorney Costs) incurred by BofA (including in its capacity as Agent) in connection with the development, preparation, negotiation, execution and delivery of this Agreement. [Signature pages follow] 6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. ALBERTSON'S, INC. By: ___________________________________ Title: _________________________________ BANK OF AMERICA, N.A., as Administrative Agent By: ___________________________________ Title: _________________________________ BANK OF AMERICA, N.A., as a Bank By: ___________________________________ Title: _________________________________ BANK ONE, NA, as Syndication Agent and as a Bank By: ___________________________________ Title: _________________________________ WELLS FARGO BANK, N.A., as Documentation Agent and as a Bank By: ___________________________________ Title: _________________________________ THE HUNTINGTON NATIONAL BANK, as Senior Managing Agent and as a Bank By: ___________________________________ Title: _________________________________ UNION BANK OF CALIFORNIA, N.A., as Senior Managing Agent and as a Bank By: ___________________________________ Title: _________________________________ KEYBANK NATIONAL ASSOCIATION, as Managing Agent and as a Bank By: ___________________________________ Title: _________________________________ WACHOVIA BANK, N.A., as Managing Agent and as a Bank By: ___________________________________ Title: _________________________________ THE NORTHERN TRUST COMPANY, as Managing Agent and as a Bank By: ___________________________________ Title: _________________________________ THE BANK OF NEW YORK By: ___________________________________ Title: _________________________________ BANK OF OKLAHOMA, N.A. By: ___________________________________ Title: _________________________________ FIRST UNION NATIONAL BANK By: ___________________________________ Title: _________________________________ INTERNATIONAL BANK OF COMMERCE By: ___________________________________ Title: _________________________________ MERRILL LYNCH BANK USA By: ___________________________________ Title: _________________________________ SOUTHTRUST BANK, N.A. By: ___________________________________ Title: _________________________________ UMB BANK, N.A. By: ___________________________________ Title: _________________________________ WASHINGTON MUTUAL BANK By: ___________________________________ Title: _________________________________ ANNEX I (AMENDED) PRICING GRID Applicable Margin and Applicable Fee Amount (Facility Fee): The Facility Fee and the Applicable Margin for Offshore Rate Committed Loans and Base Rate Committed Loans shall be, at any time, the rate per annum set forth in the tables below. "Indebtedness Rating" means the long term unsecured senior, non-credit enhanced debt rating of the Company by Standard & Poor's Ratings Group or Moody's Investors Service Inc. (in the case of a split rating, the higher rating will apply, unless the split results in a difference of more than one rating, in which case the rating one rating below the highest rating will apply). If the Term Loan option is utilized, the rate of interest on all Loans outstanding will include the Applicable Margin plus 25 basis points. Any change in the Applicable Margin or Applicable Fee Amount for the Facility Fee shall become effective five Business Days after any public announcement of Indebtedness Rating requiring such a change.
------------------------------ ---------------------- ------------------------- ----------------------------- Indebtedness Offshore Rating Facility Fee Rate Spread Base Rate Spread ------------------------------ ---------------------- ------------------------- ----------------------------- => A or A2 6.5 bps 18.5 bps 0 bps ------------------------------ ---------------------- ------------------------- ----------------------------- => A- or A3 7.5 bps 30.0 bps 0 bps ------------------------------ ---------------------- ------------------------- ----------------------------- => BBB+ or Baa1 10.0 bps 40.0 bps 0 bps ------------------------------ ---------------------- ------------------------- ----------------------------- => BBB or Baa2 12.5 bps 50.0 bps 0 bps ------------------------------ ---------------------- ------------------------- ----------------------------- <= BBB- or Baa3 17.5 bps 82.5 bps 0 bps ------------------------------ ---------------------- ------------------------- -----------------------------
Applicable Fee Amount (Utilization Fee): The Utilization Fee applicable to Loans shall be, at any time, the rate per annum set forth in the table below, determined in accordance with usage: ------------------------- ---------------------- Facility Utilization Fee Usage % ------------------------- ---------------------- 50% 12.5 bps ------------------------- ---------------------- If usage shall equal or exceed the applicable percentage specified above, the utilization fee corresponding to such percentage shall apply with respect to all outstanding Loans. Annex I (Amended) -1. SCHEDULE 2.01 (AMENDED) COMMITMENTS AND PRO RATA SHARES
PRO RATA BANK COMMITMENT SHARE ---- ---------- -------- BANK OF AMERICA, N.A. $100,000,000 14.285714286%* BANK ONE, NA $100,000,000 14.285714286%* WELLS FARGO BANK, N.A. $95,000,000 13.571428571%* THE HUNTINGTON NATIONAL BANK $65,000,000 9.285714286%* UNION BANK OF CALIFORNIA, N.A. $65,000,000 9.285714286%* KEYBANK, NATIONAL ASSOCIATION $50,000,000 7.142857143%* WACHOVIA BANK, N.A. $50,000,000 7.142857143%* THE NORTHERN TRUST COMPANY $35,000,000 5.000000000%* FIRST UNION NATIONAL BANK $25,000,000 3.571428571%* MERRILL LYNCH BANK USA $25,000,000 3.571428571%* WASHINGTON MUTUAL BANK $25,000,000 3.571428571%* UMB BANK, NA $17,500,000 2.500000000%* THE BANK OF NEW YORK $12,500,000 1.785714286%* INTERNATIONAL BANK OF COMMERCE $12,500,000 1.785714286%* SOUTHTRUST BANK, N.A. $12,500,000 1.785714286%* BANK OF OKLAHOMA, N.A. $10,000,000 1.428571429%* ------------ -------------- TOTAL $700,000,000 100% * [9 DECIMAL PTS.]
S-2.01 (Amended) -1. SCHEDULE 10.02 (AMENDED) PAYMENT OFFICES; ADDRESSES FOR NOTICES; LENDING OFFICES COMPANY Address for Notices: Albertson's, Inc. 250 Park Center Blvd. Box 20 Boise, Idaho 83726 Attention: Finance Department Telephone: (208) 395-6534 Facsimile: (208) 395-6631 BANK OF AMERICA, N.A. as Agent Notices for Borrowing, Conversions/Continuations, and Payments: Bank of America, N.A. Mail Code: CA4-706-05-09 Agency Services 1850 Gateway Boulevard Concord, California 94520 Attention: Jeff Khamsivone Telephone: (925) 675-8432 Facsimile: (925) 969-2869 Other Notices: Bank of America, N.A. Retail Industry Group Mail Code: IL1-231-09-44 231 South LaSalle Street Chicago, IL 60697 Attention: Bridget Garavalia Telephone: (312) 828-1259 Facsimile: (312) 828-6269 S-10.02 (Amended) -1. Agent's Payment Office: Bank of America, N.A. Attention: Agency Services #5596 Reference: Albertson's, Inc. For credit to Acct. No. 3750836479 ABA No. 111000012 BANK OF AMERICA, N.A. as a Bank Domestic and Offshore Lending Office: (Borrowing Notices, Notices of Conversion/Continuation and Payments) Bank of America, N.A. Mail Code: CA4-706-05-09 Agency Services 1850 Gateway Boulevard Concord, California 94520 Attention: Jeff Khamsivone Telephone: (925) 675-8432 Facsimile: (925) 969-2869 All other Notices: Bank of America, N.A. Retail Industry Group Mail Code: IL1-231-09-44 231 South LaSalle Street Chicago, IL 60697 Attention: Bridget Garavalia Telephone: (312) 828-1259 Facsimile: (312) 828-6269 BANK ONE, NA as Syndication Agent and as a Bank Domestic and Offshore Lending Office: Bank One, NA 1 Bank One Plaza IL1-0088, 14th Floor Chicago, Illinois 60670 Attention: Mike Parisi Telephone: (312) 732-8588 Facsimile: (312) 732-2715 S-10.02 (Amended) -2. Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Bank One, NA 1 Bank One Plaza IL1-0086, 14th Floor Chicago, Illinois 60670 Attention: Paul E. Rigby Telephone: (312) 732-6132 Facsimile: (312) 336-4380 Email: paul.rigby@bankone.com WELLS FARGO BANK, N.A. as Documentation Agent and as a Bank Domestic and Offshore Lending Office: Wells Fargo Bank, N.A. 201 Third Street MAC A0187-081 Los Angeles, California 94103 Attention: Ginnie Padgett Telephone: (415) 477-5374 Facsimile: (415) 512-1943 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Wells Fargo Bank, N.A. 999 Third Avenue, 11th Floor MAC P6540-11E Seattle, Washington 98104 Attention: Steven J. Andersen Telephone: (206) 292-3666 Facsimile: (206) 292-3595 Secondary Contact: 1300 SW 5th Ave., 7th Floor MAC P6101-076 Portland, OR 97201 Attention: Meggie A. Chichioco Telephone: (503) 886-2215 Facsimile: (503) 886-2211 S-10.02 (Amended) -3. THE HUNTINGTON NATIONAL BANK as Senior Managing Agent and as a Bank Domestic and Offshore Lending Office: The Huntington National Bank 7450 Huntington Park Drive Mail Code HZ0338 Columbus, Ohio 43285 Attention: Donna Coventry Telephone: (614) 480-2956 Facsimile: (614) 480-2533 Email: donna.coventry@huntington.com Notices (other than Borrowing Notice and Notices of Conversion/Continuation): Huntington National Bank 201 E. Pine Street Suite 1310 Orlando, Florida 32801 Attention: Steven Woodell Telephone: (407) 245-8407 Facsimile: (407) 245-8422 Email: steven.woodell@huntington.com UNION BANK OF CALIFORNIA, N.A. as Senior Managing Agent and as a Bank Domestic and Offshore Lending Office: Union Bank of California, N.A. Commercial Customer Service Unit 1980 Saturn Street Monterey Park, California 91755 Attention: Ruby Gonzales Telephone: (323) 720-7055 Facsimile: (323) 724-6198 S-10.02 (Amended) -4. Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Union Bank of California, N.A. 350 California Street, 6th Floor San Francisco, California 94104 Attention: Timothy P. Streb Telephone: (415) 705-7021 Facsimile: (415) 705-7085 Email: timothy.streb@uboc.com KEYBANK NATIONAL ASSOCIATION as Managing Agent and as a Bank Domestic and Offshore Lending Office: KeyBank National Association 601 108th Avenue, N.E. 5th Floor Bellevue, WA 98004 Attention: Specialty Services Team Telephone: (800) 297-5518 Facsimile: (800) 297-5495 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): KeyBank National Association 601 108th Avenue, N.E. 5th Floor Bellevue, WA 98004 Attention: Tony Yee Telephone: (425) 709-4578 Facsimile: (425) 709-4587 WACHOVIA BANK, N.A. as Managing Agent and as a Bank Domestic and Offshore Lending Office: Wachovia Bank, N.A. 191 Peachtree Street NE MC-GA 3940 Atlanta, Georgia 30303 Attention: Bill Allen Telephone: (404) 332-5271 Facsimile: (404) 332-4320 S-10.02 (Amended) -5. Notices (other than Borrowing Notice and Notices of Conversion/Continuation): Wachovia Bank, N.A. 191 Peachtree Street NE MC-GA 370 Atlanta, Georgia 30303 Attention: Jessica S. Wright Telephone: (404) 332-5397 Facsimile: (404) 332-4136 THE NORTHERN TRUST COMPANY as Managing Agent and as a Bank Domestic and Offshore Lending Office: The Northern Trust Company 50 South LaSalle Chicago, Illinois 60675 Attention: Linda Honda Telephone: (312) 444-3532 Facsimile: (312) 630-1566 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): The Northern Trust Company 50 South LaSalle Chicago, Illinois 60675 Attention: David J. Mitchell Telephone: (312) 444-5033 Facsimile: (312) 444-5055 THE BANK OF NEW YORK Domestic and Offshore Lending Office: The Bank of New York One Wall Street, 8th Floor New York, New York 10286 Attention: Charlotte Sohn Telephone: (212) 635-7869 Facsimile: (212) 635-1481/1483 S-10.02 (Amended) -6. Notices (other than Borrowing Notice and Notices of Conversion/Continuation): The Bank of New York One Wall Street, 8th Floor New York, New York 10286 Attention: Charlotte Sohn/Edward Vietor (backup contact) Telephone: (212) 635-7869/7867 Facsimile: (212) 635-1481/1483 BANK OF OKLAHOMA, N.A. Domestic and Offshore Lending Office: Bank Of Oklahoma, N.A. P.O. Box 2300 Tulsa, Oklahoma 74192 Attention: Sharon Shannon Telephone: (918) 588-6335 Facsimile: (918) 588-8231 Email: Sshannon@bokf.com Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Bank Of Oklahoma, N.A. P.O. Box 2300 Tulsa, Oklahoma 74192 Attention: Jane Faulkenberry Telephone: (918) 588-6272 Facsimile: (918) 588-8231 Email: jfaulkenberry@bokf.com FIRST UNION NATIONAL BANK Domestic and Offshore Lending Office: First Union National Bank 201 South College Street Charlotte, North Carolina 28288 Attention: Todd Tucker Telephone: (704) 383-0905 Facsimile: (704) 383-7999 Email: todd.tucker@funb.com S-10.02 (Amended) -7. Notices (other than Borrowing Notices and Notices of Conversion/Continuation): First Union National Bank One South Penn Square Widener Bldg., 12th Floor Philadelphia, PA 19107 Attention: Margaret Gibbons Telephone: (215) 786-4351 Facsimile: (215) 973-1887 Email: margaret.gibbons@funb.com INTERNATIONAL BANK OF COMMERCE Domestic and Offshore Lending Office: International Bank of Commerce 130 East Travis San Antonio, Texas 78205 Attention: Yolanda Garza Telephone: (210) 518-2508 Facsimile: (210) 518-2591 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): International Bank of Commerce 130 East Travis San Antonio, Texas 78205 Attention: Michael K. Sohn Telephone: (210) 518-2506 Facsimile: (210) 518-2591 Email: msohn@ibco.com MERRILL LYNCH BANK USA Domestic and Offshore Lending Office: Merrill Lynch Bank USA 15 W. South Temple Suite 300 Salt Lake City, UT 84101 Attention: Frank Stepan Telephone: (801) 526-8316 Facsimile: (801) 521-6466 S-10.02 (Amended) -8. Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Merrill Lynch Bank USA 15 W. South Temple Suite 300 Salt Lake City, UT 84101 Attention: Butch Alder Telephone: (801) 526-8324 Facsimile: (801) 526-6466 SOUTHTRUST BANK Domestic and Offshore Lending Office: SouthTrust Bank 600 West Peachtree Street, N.E., 27th Floor Atlanta, Georgia 30308 Attention: Bonnie Heeter Telephone: (404) 853-5755 Facsimile: (404) 853-5766 Notices (other than Borrowing Notice and Notices of Conversion/Continuation): SouthTrust Bank 600 West Peachtree Street, N.E., 27th Fl Atlanta, Georgia 30308 Attention: Bonnie Heeter Telephone: (404) 853-5755 Facsimile: (404) 853-5766 Email: bonnie.heeter@southtrust.com UMB BANK, N.A. Domestic and Offshore Lending Office: UMB Bank, n.a. 928 Grand Boulevard Kansas City, Missouri 64106 Attention: Vaughnda Ritchie Telephone: (816) 860-7019 Facsimile: (816) 860-3772 Email: vaughnda.ritchie@umb.com S-10.02 (Amended) -9. Notices (other than Borrowing Notices and Notices of Conversion/Continuation): UMB Bank, n.a. 1010 Grand Boulevard Kansas City, Missouri 64106 Attention: David A Proffitt Telephone: (816) 860-7935 Facsimile: (816) 860-7143 Email: david.proffitt@umb.com WASHINGTON MUTUAL BANK Domestic and Offshore Lending Office: Washington Mutual Bank 1201 Third Avenue, Suite 1000 Seattle, WA 98101 Attention: Margaret Tsao Telephone: (206) 377-4012 Facsimile: (206) 377-2575 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Washington Mutual Bank 1201 Third Avenue, Suite 1000 Seattle, WA 98101 Attention: Bruce Kendrex/Richard Ameny(backup contact) Telephone: (206) 490-4465/461-3479 Facsimile: (206) 377-2575 Email: bkendrex@westernbank.com S-10.02 (Amended) -10.