exv10w1



 





Exhibit 10.1




FIRST AMENDMENT TO CREDIT AGREEMENT




          FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment’), dated as of June 29, 2007, among
AMETEK, INC., a Delaware corporation (the “Company”), the Designated Subsidiary Borrowers (as
defined in the Credit Agreement referred to below) from time to time party to the Credit Agreement,
the lending institutions listed from time to time on Schedule I to the Credit Agreement (each, a
“Bank” and, collectively, the “Banks”), Bank of America, N.A., PNC Bank, National Association,
SunTrust Bank and Wachovia Bank, N.A., as syndication agents (each, a “Syndication Agent” and,
collectively, the “Syndication Agents”), and JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as
administrative agent (in such capacity, and together with its successors in such capacity, the
“Administrative Agent”) for the Banks. All capitalized terms used herein and not otherwise defined
shall have the respective meanings provided such terms in the Credit Agreement.




W I T N E S S E T H:




          WHEREAS, the Company, the Designated Subsidiary Borrowers, the Banks and JPMorgan Chase, as
Administrative Agent, are parties to a Credit Agreement, dated as of September 17, 2001 and amended
and restated as of June 17, 2005 and further amended and restated as of October 6, 2006 (as in
effect on the date hereof, the “Credit Agreement”); and




          WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided;




          NOW, THEREFORE, it is agreed:



I. Amendments.




          1. Schedule I to the Credit Agreement is hereby deleted in its entirety and replaced with a
revised Schedule I in the form of Schedule I attached hereto.




          2. Each Bank hereby approves an increase (if any) in its Commitment resulting in such Bank’s
Commitment totaling the amount set forth opposite its name under the column entitled “Commitment”
on Schedule I to the Credit Agreement (as amended pursuant to Section 1 hereof), with each such
increase to be effective as of the Amendment Effective Date (as defined below). The parties hereby
agree that (i) on the Amendment Effective Date (after giving effect to the increase in the
Commitment of each Bank pursuant to this Section 2), (I) the Total Commitment shall increase by the
aggregate amount of the increases in the Commitments of the Banks effected hereby, and (II) there
shall be an automatic adjustment to the participations by the Banks in all outstanding Letters of
Credit and Unpaid Drawings to reflect the new Percentages of the Banks, (ii) notwithstanding
anything to the contrary contained in the Credit Agreement, in connection with the increase in the
Total Commitment pursuant to this Section 2, the Borrowers shall, at the request of, and in
coordination with, the Administrative Agent and the Banks, repay outstanding Revolving Loans of
certain Banks and, if necessary, incur
additional Revolving Loans from other Banks, in each case so that the Banks participate in
each Borrowing




 









 







of Revolving Loans pro rata on the basis of their Commitments (after giving effect to the increase
in the Total Commitment pursuant to this Section 2), (iii) any breakage or similar costs of the
type described in Section 1.12 of the Credit Agreement incurred by the Banks in connection with any
repayment or reborrowing of Revolving Loans contemplated by preceding clause (ii) shall be for the
account of the Borrowers and (iv) promptly after each Bank’s Commitment is increased by operation
of this Section 2, the Borrower shall deliver to it, upon its request, a Note or replacement Note,
as applicable, in the amount of such Bank’s Commitment after giving effect to the increase thereof.




          3. Sections 7.01(a) and 7.01(b) of the Credit Agreement are hereby amended by deleting the
text “As soon as available” appearing in the first sentence of each of the aforementioned Sections
and inserting the text “Promptly after the filing thereof with the SEC” in lieu thereof.




          4. Section 7.01(d) of the Credit Agreement is hereby amended by (i) deleting the text “(x)”
appearing in said Section, (ii) deleting the word “and” immediately preceding clause “(y)” thereof
and (iii) deleting clause “(y)” thereof.




          5. Section 7.01(f) of the Credit Agreement is hereby amended by (i) inserting the text
“(provided that such notice shall only be required in the event that such matters would reasonably
be likely to have a Material Adverse Effect)” immediately following the text “notice of the
following matters” and immediately preceding the colon, (ii) deleting the text “that is or could
reasonably be expected to result in a liability in excess of $1,000,000” appearing in clause “(i)”
thereof, (iii) deleting the text “that is or could reasonably be expected to result in a liability
in excess of $1,000,000” appearing in clause “(ii)” thereof, and (iv) deleting the word “and”
appearing at the end of clause “(iii)” thereof and inserting the word “or” in lieu thereof.




          6. Section 7.01 of the Credit Agreement is hereby amended by inserting the following paragraph
immediately following Section 7.01(h):





“Reports required to be delivered pursuant to subsections (a), (b) and (h) of this
Section 7.01 shall be deemed to have been delivered on the date on which the
Company posts such reports on the Company’s website on the Internet at the website
address listed on the signature pages hereof or when such report is posted on (i)
Intralinks or another similar electronic system or (ii) the SEC’s website at
www.sec.gov; provided that the Company shall deliver paper copies of the reports
referred to in subsections (a), (b) and (h) of this Section 7.01 to the
Administrative Agent or any Bank which requests the Company to deliver such paper
copies until written notice to cease delivering paper copies is given by the
Administrative Agent or such Bank and provided further, that in every instance the
Company shall provide paper copies of the certificate required by subsection (c)
and the notice required by subsections (d) and (e) to the
Administrative Agent and each of the Banks until such time as the Administrative
Agent shall provide the Company written notice otherwise.”



          7. Section 7.02 of the Credit Agreement is hereby amended by deleting the second sentence
thereof and inserting the following text in lieu thereof:




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“The Company will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent (who may be accompanied, at
the reasonable expense of the Company, by a representative of any Bank), upon
reasonable prior notice, periodically (but no more frequently than annually, except
if an Event of Default shall be continuing), to visit and inspect its properties,
to examine and make extracts from its books and records, and to discuss its
affairs, finances and condition with its officers and independent accountants, all
at such reasonable times and as often as reasonably requested.”



          8. Section 7.03 of the Credit Agreement is hereby amended by inserting the word “material”
immediately following the word “all” and immediately preceding the word “taxes” appearing therein.




          9. Section 7.04 of the Credit Agreement is hereby amended by deleting the entire text
appearing in said Section and inserting the following text in lieu thereof:





“Corporate Franchises. The Company will, and will cause each of its Subsidiaries
to, do or cause to be done, all things necessary to preserve and keep in full force
and effect its existence, rights, franchises, intellectual property and authority
to do business, in each case, to the extent that the failure to do so would
reasonably be expected to have a Material Adverse Effect, provided that (i) any
transaction permitted by Section 8.01 will not constitute a breach of this Section
7.04 and (ii) in any case, the Company and each Designated Subsidiary Borrower must
keep in full force and effect its existence.”



          10. Sections 7.05(b), 7.07, 7.12, 8.01(b), 8.01(d), 8.01(h), 8.01(i), 8.04, 8.05, 8.06 and
8.11 of the Credit Agreement are hereby amended by deleting the text appearing in each of the
aforementioned Sections in its entirety and inserting “[Intentionally Omitted]” in lieu thereof.




          11. Section 8.01 of the Credit Agreement is hereby amended by deleting the text “, or enter
into any partnerships, joint ventures or sale-leaseback transactions, or purchase, lease or
otherwise acquire (in one transaction or a series of related transactions) all or any part of the
property or assets of any Person (other than purchases or other acquisitions of inventory in the
ordinary course of business)” appearing in the first paragraph thereof.




          12. Section 8.01(f) of the Credit Agreement is hereby amended by deleting the clause “(i)”
thereof and changing the designations of clauses “(ii)” through “(viii)” thereof (including any
references to such clauses contained in Section 8.01(f)) to clauses “(i)” through “(vii)”,
respectively.




          13. Section 8.02 of the Credit Agreement is hereby amended by (i) deleting the word “and”
following Section 8.02(j), (ii) replacing the period appearing after Section




- 3 -









 




8.02(k) with the text “; and” and (iii) inserting the following text immediately following Section
8.02(k):





     “(1) Liens existing on assets of a Subsidiary at the time the Company acquires
such Subsidiary (so long as such Liens were not created in connection with or in
contemplation of such Subsidiary’s acquisition by the Company), in an amount not to
exceed 10% of Consolidated Tangible Assets of the Company at the time of such
acquisition.”



          14. Section 8.03(b) of the Credit Agreement is hereby amended by deleting the text
“$20,000,000” appearing in said Section and inserting the text “$50,000,000” in lieu thereof.




          15. Section 8.12 is hereby amended by (i) deleting the term “or” immediately preceding clause
“(iii)” thereof and inserting a comma in lieu thereof and (ii) inserting the following text
immediately following clause “(iii)” thereof:





“or (iv) pursuant to agreements existing at the time a Permitted Joint Venture or
Subsidiary was acquired (so long as such issuance, sale, assignment, pledge or
other encumbrance or disposition was not entered into in connection with or in
contemplation of such Permitted Joint Venture or Subsidiary acquisition by the
Company) .”



          16. Section 8.03(l) of the Credit Agreement is hereby amended by deleting the text
“$125,000,000” appearing in said Section and inserting the text “the greater of (i) $125,000,000
and (ii) 15% of Consolidated Tangible Assets of the Company and its Subsidiaries at such time” in
lieu thereof.




          17. Section 8.03(m) of the Credit Agreement is hereby amended by (i) deleting clauses “(A)”,
“(B)” and “D” thereof, (ii) deleting the comma following clause “(B)” thereof and (iii) changing
the designation of clauses “(C)”, “(E)”, “(F)” and “(G)” thereof, to clauses “(A)”, “(B)”, “(C)”
and“(D)”, respectively.




          18. Section 8.08 of the Credit Agreement is hereby amended by inserting the text “, in any
material respect,” immediately following the text “(directly or
indirectly)” and immediately preceding the text “in any business other than” appearing
therein.




          19. The definition of “Alternate Currency Sublimit” appearing in Section 10 of the Credit
Agreement is hereby amended by deleting the text “$200,000,000” appearing in said definition and
inserting the text “$300,000,000” in lieu thereof.




          20. The definition of “Final Maturity Date” appearing in Section 10 of the Credit Agreement
is hereby amended by deleting the text “October 6, 2011” appearing in said definition and inserting
the text “June 29, 2012” in lieu thereof.




          21. The definition of “Permitted Receivables Securitization Program” appearing in Section 10
of the Credit Agreement is hereby amended by deleting the text




- 4 -









 




“$125,000,000” appearing in said definition and inserting the text “the greater of (x) $125,000,000
and (y) 15% of Consolidated Tangible Assets of the Company and its Subsidiaries at such time,” in
lieu thereof.




          22. Section 10 of the Credit Agreement is hereby amended by inserting in the appropriate
alphabetical order the following new definitions:




     “Consolidated Tangible Assets” shall mean, at any time, Consolidated Total Assets at
such time minus all amounts that would be shown on a consolidated balance sheet of the
Company prepared as of such date as goodwill or other intangible assets.




     “Consolidated Total Assets” shall mean, at any time, all assets of the Company and its
Subsidiaries as determined on a consolidated basis and in accordance with GAAP.




     “First Amendment Effective Date” shall mean the Amendment Effective Date under and as
defined in the First Amendment, dated as of June 29, 2007, to this Agreement.”



          23. Citizens Bank of Pennsylvania is hereby designated as Documentation Agent in connection
with the Credit Agreement and shall have all of the same rights and protections as those afforded
to the Syndication Agents pursuant to Section 11 of the Credit Agreement.



II. Miscellaneous.




          1. In order to induce the Banks to enter into this Amendment, the Company hereby represents
and warrants that:





          (a) on the Amendment Effective Date, no Default or Event of Default exists, both
before and after giving effect to this Amendment; and




          (b) on and as of the Amendment Effective Date, all representations and warranties
contained in the Credit Agreement or the other Credit Documents are true and correct in all
material respects, both before and after giving effect to this Amendment.



          2. This Amendment is limited as specified and shall not constitute a modification, acceptance
or waiver of any other provision of the Credit Agreement or any other Credit Document.




          3. This Amendment may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which counterparts when executed and delivered shall be an
original, but all of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Company and the Administrative Agent.




          4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.




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          5. This Amendment shall become effective on the date (the
“Amendment Effective Date”) when the following shall have occurred:




          (i) the Company and each Bank shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile transmission) the
same to the Administrative Agent at its Notice Office;




          (ii) the Company shall have delivered, in a form satisfactory to the Administrative Agent, (x)
a certificate signed by an Authorized Officer of the Company certifying as true, correct and
complete a copy (attached thereto) of the duly adopted resolutions of the board of directors of the
Company authorizing the execution and delivery of this Amendment and the performance of the
Company’s obligations as contemplated hereby and (y) an opinion addressed to the Administrative
Agent, each Syndication Agent and each of the Banks from Robert S. Feit, Senior Vice President and
General Counsel of the Company, which opinion shall cover such matters incident to this Amendment
as the Administrative Agent may reasonably request; and




          (iii) the Administrative Agent shall have received for the account of each Bank whose
Commitment is increasing as a result of this Amendment an amendment fee equal to 0.03% (i.e., 3
Basis Points) of such increase to such Bank’s Commitment
pursuant to this Amendment. For the avoidance of doubt, the Company shall not be required to
pay any amendment fee on the amount of any Bank’s Commitment as in effect prior to the Amendment
Effective Date.




* * *




- 6 -









 





     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to
execute and deliver this Amendment as of the date first above written.



	 	 	 	 	 
	 	AMETEK, INC.

 	 
	 	By:  	/s/ John J. Molinelli
 	 
	 	 	Name: John J. Molinelli 	 
	 	 	Title:  	EVP and CFO 	 
	 
	 	JPMORGAN CHASE BANK, N.A., 

     Individually and as the Administrative Agent

 	 
	 	By:  	/s/
Lee P. Brennan	 
	 	 	Name:  	Lee P. Brennan	 
	 	 	Title:  	VP	 
	 
	 	BANK OF AMERICA, N.A., 

     Individually and as a Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION, 

     Individually and as a Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SUNTRUST BANK, 

     Individually and as a Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to
execute and deliver this Amendment as of the date first above written.



	 	 	 	 	 
	 	AMETEK, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., 

     Individually and as the Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA, N.A., 

     Individually and as a Syndication Agent

 	 
	 	By:  	/s/ Katherine Osele
 	 
	 	 	Katherine Osele 	 
	 	 	Assistant Vice President 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION, 

     Individually and as a Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to
execute and deliver this Amendment as of the date first above written.



	 	 	 	 	 
	 	AMETEK, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., 

     Individually and as the Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA, N.A., 

     Individually and as a Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PNC BANK, NATIONAL ASSOCIATION, 

     Individually and as a Syndication Agent

 	 
	 	By:  	/s/ Denise D. Killen
 	 
	 	 	Name:  	Denise D. Killen      	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 








	 	 	 	 	 
	 	ABN AMRO BANK N.V. 

 	 
	 	By:  	/s/ Nancy W. Lanzoni
 	 
	 	 	Name:  	Nancy W. Lanzoni  	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Christopher M. Plumb
 	 
	 	 	Name:  	Christopher M. Plumb  	 
	 	 	Title:  	Vice President 	 
	 
	 	COMERICA BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIZENS BANK OF PENNSYLVANIA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








	 	 	 	 	 
	 	ABN AMRO BANK N.V. 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Richard C. Hampson
 	 
	 	 	Name:  	Richard C. Hampson  	 
	 	 	Title:  	Vice President 	 
	 
	 	CITIZENS BANK OF PENNSYLVANIA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








	 	 	 	 	 
	 	ABN AMRO BANK N.V. 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMERICA BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIZENS BANK OF PENNSYLVANIA 

     Individually and as the Documentation Agent

 	 
	 	By:  	/s/ Megan L. Aoltys
 	 
	 	 	Name:  	Megan L. Aoltys	 
	 	 	Title:  	Vice President 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMERICA BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIZENS BANK OF PENNSYLVANIA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION 

 	 
	 	By:  	/s/ Suzannah Harris
 	 
	 	 	Name:  	SUZANNAH HARRIS  	 
	 	 	Title:  	VICE PRESIDENT 	 
	 








 









 











	 	 	 	 	 
	 	SUNTRUST BANK, 

     Individually and as a Syndication Agent	 
	 
	 	By:  	/s/ William C. Washburn, Jr.
 	 
	 	 	Name:  	William C. Washburn, Jr.  	 
	 	 	Title:  	Vice President 	 
	 
	 	WACHOVIA BANK N.A.,

     Individually and as a Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MANUFACTURERS AND TRADERS TRUST      COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANCA INTESA S.p.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








	 	 	 	 	 
	 	SUNTRUST BANK,

     Individually and as a Syndication Agent 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WACHOVIA BANK N.A.,

     Individually and as a Syndication Agent

 	 
	 	By:  	/s/ C. Jeffrey Seaton
 	 
	 	 	Name:  	C. Jeffrey Seaton 	 
	 	 	Title:  	Managing Director 	 
	 
	 	MANUFACTURERS AND TRADERS TRUST      COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANCA INTESA S.p.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








 









 











	 	 	 	 	 
	 	SUNTRUST BANK, 

     Individually and as a Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WACHOVIA BANK N.A.,

     Individually and as a Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MANUFACTURERS AND TRADERS TRUST

     COMPANY 

 	 
	 	By:  	/s/ Brian J. Sohocki
 	 
	 	 	Name:  	Brian J. Sohocki  	 
	 	 	Title:  	Vice President 	 
	 
	 	BANCA INTESA S. p.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








 









 











	 	 	 	 	 
	 	SUNTRUST BANK, 

     Individually and as a Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WACHOVIA BANK N.A.,

     Individually and as a Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MANUFACTURERS AND TRADERS TRUST

     COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	INTESA SANPAOLO S.p.A.

 	 
	 	By:  	/s/ Frank Maffei
 	 
	 	 	Name:  	Frank Maffei 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Francesco Di Mario
 	 
	 	 	Name:  	Francesco Di Mario 	 
	 	 	Title: First Vice President & Credit Manager 	 
	 
	 	THE BANK OF NEW YORK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








 









 











	 	 	 	 	 
	 	SUNTRUST BANK, 

     Individually and as a Syndication Agent 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WACHOVIA BANK N.A.,

     Individually and as a Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MANUFACTURERS AND TRADERS TRUST

     COMPANY 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANCA INTESA S.p.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK

 	 
	 	By:  	/s/ Roger Grossman
 	 
	 	 	Name:  	Roger Grossman  	 
	 	 	Title:  	Vice President 	 
	 




 









 





SCHEDULE I




COMMITMENTS




	 	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	55,000,000	 
	Bank of America, N.A.
	 	$	51,000,000	 
	PNC Bank, National Association
	 	$	51,000,000	 
	SunTrust Bank
	 	$	51,000,000	 
	Wachovia Bank, N.A.
	 	$	51,000,000	 
	Citizens Bank of Pennsylvania
	 	$	51,000,000	 
	The Bank of New York
	 	$	33,000,000	 
	Comerica Bank
	 	$	33,000,000	 
	ABN AMRO Bank N.V.
	 	$	22,000,000	 
	Intesa San Paolo S.p.A.
	 	$	22,000,000	 
	KeyBank National Association
	 	$	15,000,000	 
	Manufacturers and Traders Trust
Company
	 	$	15,000,000	 
	 	 
	 
	 	 	 	 
	TOTAL
	 	$	450,000,000