Exhibit
4.8


 


SECOND
AMENDMENT TO 364-DAY CREDIT AGREEMENT


 


THIS SECOND
AMENDMENT TO 364-DAY CREDIT AGREEMENT (this “Amendment”), dated as of January 23, 2003, is entered
into among MEDTRONIC, INC., a Minnesota corporation (the “Borrower”), the Subsidiaries of
the Borrower listed on the signature pages hereto (individually a “Guarantor”,
collectively the “Guarantors”), the Lenders identified on the signature
pages hereto as the existing Lenders (the “Existing Lenders”), the
Lenders identified on the signature pages hereto as the new Lenders (the “New
Lenders”, and together with the Existing Lenders, the “Lenders”),
and BANK OF AMERICA, N.A., as
administrative agent for the Lenders (in such capacity, the “Administrative
Agent”).  Terms used but not otherwise defined herein
shall have the meanings provided in the Credit Agreement described below.


 


W I T N
E S S E T H


 


WHEREAS, the Borrower, the Guarantors, the Existing
Lenders, and the Administrative Agent entered into that certain 364-Day Credit
Agreement dated as of January 24, 2002 (as amended, modified, restated
or supplemented from time to time, the “Existing Credit Agreement”); and


 


WHEREAS, the
Borrower and the Required Lenders (as determined with respect to the Existing
Lenders only) have agreed to amend certain provisions of the Existing Credit
Agreement as more fully set forth below; and


 


WHEREAS, the
parties to the Existing Credit Agreement and the New Lenders have agreed that
the New Lenders shall become parties to the Existing Credit Agreement (as amended
hereby).


 


NOW, THEREFORE, in
consideration of the agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:


 


PART 1


DEFINITIONS


 


SUBPART 1.1   Certain Definitions.  Unless otherwise defined herein or the
context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:


 


“Amended Credit
Agreement” means the Existing Credit Agreement as amended hereby.


 


“Amendment No. 2
Effective Date” is defined in Subpart 3.1.


 


SUBPART 1.2   Other Definitions.  Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Existing Credit
Agreement.


 

















 


PART 2


AMENDMENTS TO EXISTING CREDIT
AGREEMENT


 


Effective on (and subject
to the occurrence of) the Amendment No. 2 Effective Date, the Existing Credit
Agreement is hereby amended in accordance with this Part 2.


 


SUBPART
2.1   Amendments to
Section 1.01.  Section 1.01 of the
Existing Credit Agreement is hereby amended in the following respects:


 


(a)                                  The
definition of “Availability Period” is hereby amended in its entirety to read as
follows:


 


“Availability
Period” means the period from and including January 23, 2003 to but
excluding the earlier of the Commitment Termination Date and the date of
termination of the Commitments.


 


(b)                                 The
definition of “Five Year Facility” is hereby amended in its entirety to read as
follows:


 


“Five
Year Facility” means the Credit Agreement ($750,000,000 Five Year Revolving
Credit Facility) dated as of the date hereof among the Borrower, the
subsidiaries of the Borrower party thereto, the lenders party thereto and Bank
of America, as administrative agent, issuing bank, and swingline lender,
providing for a $750,000,000 revolving credit facility for a five-year period,
as amended and extended from time to time.


 


(c)                                  The
definition of “Maturity Date” is hereby amended in its entirety to read as
follows:


 


“Maturity
Date” means the date 364 days following the Commitment Termination Date.


 


(d)                                 The
following new definition is added to Section 1.1 of the Existing Credit
Agreement in appropriate alphabetical order:


 


“Commitment
Termination Date” shall mean the date 364 days following January 23, 2003.


 


SUBPART 2.2   Amendments to Section 2.01.  Section 2.01 of the Existing Credit
Agreement is hereby amended in its entirety to read as follows:


 


Section 2.01                            Commitments.


 


Subject to the
terms and conditions set forth herein, each Lender agrees to make Loans to the
Borrower from time to time during the Availability Period in an aggregate
principal amount that will not result in (a) the aggregate principal
amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s
Commitment or (b) the total Revolving Credit Exposures exceeding
$500,000,000.  Within the foregoing
limits


 

















 


and subject to the terms
and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Loans.


 


SUBPART 2.3   Amendments to Section 2.08(a).  Section 2.08(a) of the Existing Credit
Agreement is hereby amended in its entirety to read as follows:


 


Section
2.08                            Termination
and Reduction of Commitments.


 


(a)               Unless
previously terminated, the Commitments shall terminate on the Commitment
Termination Date (provided that the Lenders shall thereafter continue to make
conversions and continuations of Loans outstanding on the Commitment
Termination Date until the Maturity Date).


 


SUBPART 2.4   Amendments to Section 2.12.  Section 2.12(a) and (b) of the Existing
Credit Agreement are hereby amended in their entireties to read as follows:


 


Section
2.12                            Interest.


 


(a)               The
Loans comprising each ABR Borrowing shall bear interest at a rate per annum
equal to the Alternate Base Rate; provided, however, Base Rate Loans
outstanding following the Commitment Termination Date shall bear interest at a
rate per annum equal to the Alternate Base Rate plus .125%.


 


(b)              The
Loans comprising each Eurodollar Borrowing shall bear interest at a rate per
annum equal to the LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate; provided, however, Eurodollar Loans
outstanding following the Commitment Termination Date shall bear interest at a
rate per annum equal to the LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate plus .125%.


 


*****


 


SUBPART 2.5   Amendments to Section 9.04.  Clause (iv) of Section 9.04(b) is hereby
deleted in its entirety and clause (v) is hereby renumbered as clause (iv).


 


SUBPART 2.6   Replacement of Schedules.  Schedule 2.01 of the Existing Credit
Agreement is hereby deleted in its entirety and a new Schedule 2.01
attached hereto is substituted therefor.


 


PART 3


CONDITIONS
TO EFFECTIVENESS


 


SUBPART 3.1   Amendment No. 2 Effective Date.  This Amendment shall be and become effective
as of the date hereof (the “Amendment No. 2 Effective Date”) when all of
the conditions set forth in this Part 3 shall have been satisfied, and
thereafter this Amendment shall be known, and may be referred to, as the “Amendment
“.


 


SUBPART 3.2   Execution of Counterparts of Amendment.  The Administrative Agent shall have received
counterparts of this Amendment, which collectively shall have been duly
executed on behalf of each of the Borrower, the Guarantors, the Required
Lenders (as


 

















 


determined prior to giving effect to this amendment), the New Lenders
and the Administrative Agent.


 


SUBPART 3.3   Execution of Counterparts of Second Amendment
to the Five Year Facility.  The
Administrative Agent shall have received counterparts of the second amendment
to the Five Year Facility, which collectively shall have been duly executed on
behalf of each of the Borrower, the Guarantors, the Required Lenders party
thereto, and the Administrative Agent.


 


SUBPART 3.4   Fees and Expenses.  The Borrower shall have paid all fees and
expenses incurred in connection with the negotiation, preparation, execution
and delivery of this Amendment and the other transactions contemplated herein
including, without limitation, the reasonable legal fees and expenses of Moore
& Van Allen, counsel to the Administrative Agent.


 


SUBPART  3.5   Other
Items.  The Administrative Agent
shall have received such other documents, agreements or information which may
be reasonably requested by the Administrative Agent.


 


PART 4


JOINDER
OF NEW LENDERS


 


From and after the Amendment No. 2 Effective Date each
of the New Lenders shall be a party to and be bound by the provisions of the
Existing Credit Agreement (as amended hereby) and shall have the rights and
obligations of a Lender thereunder and under the other Credit Documents.


 


Each New Lender (i) confirms that it has received a
copy of the Existing Credit Agreement (as amended and hereby) and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Amendment; (ii) agrees that it will,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Existing Credit Agreement (as amended and hereby); (iii)
appoints and authorizes the Administrative Agent to take such action as agent
on its behalf and to exercise such powers and discretion under the Existing
Credit Agreement (as amended and hereby) as are delegated to the Administrative
Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto; (iv) agrees that it will perform in accordance
with their terms all of the obligations that by the terms of the Existing
Credit Agreement (as amended and hereby) are required to be performed by it as
a Lender; and (v) which is not a United States person shall have attached all
forms required under Section 2.16(e) of the Existing Credit Agreement.


 


PART 5


MISCELLANEOUS


 


SUBPART 5.1   Representations and Warranties.  The Borrower hereby represents and warrants
to the Administrative Agent and the Lenders that, after giving effect to this
Amendment, (a) no Default or Event of Default exists under the Amended Credit
Agreement and (b) the representations and warranties set forth in Section 3 of
the Existing Credit Agreement are, subject to the limitations set forth
therein, true and correct in all material respects as of the date hereof
(except for those which expressly relate to an earlier date).


 












 








 


SUBPART 5.2   Reaffirmation of Obligations.  The Borrower hereby ratifies the Amended
Credit Agreement and acknowledges and reaffirms (a) that it is bound by all
terms of the Amended Credit Agreement applicable to it and (b) that it is
responsible for the observance and full performance of its respective obligations
under the Amended Credit Agreement.


 


SUBPART 5.3   Cross-References.  References in this Amendment to any Part or
Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.


 


SUBPART 5.4   Instrument Pursuant to Existing Credit
Agreement.  This Amendment is
executed pursuant to the Existing Credit Agreement and shall (unless otherwise
expressly indicated therein) be construed, administered and applied in
accordance with the terms and provisions of the Existing Credit Agreement.


 


SUBPART 5.5   References in Other Credit Documents.  At such time as this Amendment shall become
effective pursuant to the terms of Subpart 3.1, all references to the
“Credit Agreement” in the Credit Documents shall be deemed to refer to the
Existing Credit Agreement as amended by this Amendment.


 


SUBPART 5.6   Counterparts/Telecopy.  This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.  Delivery of executed
counterparts of the Amendment by telecopy shall be effective as an original and
shall constitute a representation that an original shall be delivered.


 


SUBPART 5.7   Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES).


 


SUBPART 5.8   Successors and Assigns.  This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


 


SUBPART 5.9   General.  Except as amended hereby, the Existing Credit Agreement and all
other credit documents shall continue in full force and effect.


 


[Remainder of Page Intentionally Left Blank]


 

















 


IN WITNESS
WHEREOF, the parties
hereto have executed this Amendment to the 364- Day Credit Agreement as of the
date first above written.


 

















 


	
  BORROWER:

  	
   

  	
   

  	
   

  	
  MEDTRONIC, INC.,

  
	
   

  	
   

  	
   

  	
   

  	
  a Minnesota corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Robert L.Ryan

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Robert
  L. Ryan

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Senior Vice President and Chief Financial Officer

  



 


 


	
  GUARANTORS:

  	
   

  	
   

  	
   

  	
  MEDTRONIC MINIMED, INC.,

  
	
   

  	
   

  	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Robert L.Ryan

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Robert
  L. Ryan

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President and Chief Financial Officer

  



 


 


	
   

  	
   

  	
   

  	
   

  	
  MEDTRONIC INTERNATIONAL, LTD,

  
	
   

  	
   

  	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Robert L.Ryan

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Robert
  L. Ryan

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President and Chief Financial Officer

  



 


	
   

  	
   

  	
   

  	
   

  	
  MEDTRONIC AVE, INC.,

  
	
   

  	
   

  	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Robert L.Ryan

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Robert
  L. Ryan

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President and Chief Financial Officer

  



 


	
   

  	
   

  	
   

  	
   

  	
  MEDTRONIC INTERNATIONAL

  TECHNOLOGY, INC.,

  
	
   

  	
   

  	
   

  	
   

  	
  a Minnesota corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Robert L.Ryan

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Robert
  L. Ryan

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President and Chief Financial Officer

  



 


 












 








 


	
   

  	
   

  	
   

  	
   

  	
  MEDTRONIC SOFAMOR DANEK, INC.,

  
	
   

  	
   

  	
   

  	
   

  	
  an Indiana corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Robert L.Ryan

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Robert
  L. Ryan

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President and Chief Financial Officer

  



 


 


	
   

  	
   

  	
   

  	
   

  	
  MEDTRONIC USA, INC.,

  
	
   

  	
   

  	
   

  	
   

  	
  a Minnesota corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Robert L.Ryan

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Robert
  L. Ryan

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President and Chief Financial Officer

  



 

















 


	
  ADMINISTRATIVE AGENT:

  	
   

  	
   

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
   

  	
   

  	
  as Administrative Agent



  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Liliana Claar

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 
  Liliana Claar

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  



 


 


	
  EXISTING LENDERS:

  	
   

  	
   

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 

















 


	
  ADMINISTRATIVE AGENT:

  	
   

  	
   

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
   

  	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  	
  



  
	
   

  	
   

  	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 


 


	
  EXISTING LENDERS:

  	
   

  	
   

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Phil Durand

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Phil
  Durand

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Managing
  Director

  



 


 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  BANK ONE, NA,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Anthony Maggiore

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 
  Anthony Maggiore

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Director Capital Markets

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Iain Stewart

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Iain
  Stewart

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Director

  
	
   

  	
   

  	
   

  	
   

  	
  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Patrick Dutilly

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 
  Patrick Dutilly

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Associate

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  FLEET NATIONAL BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Gordon B. Coughlin

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Gordon
  B. Coughlin

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  BNP PARIBAS,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Jo Ellen Bandar

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Jo
  Ellen Bandar

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Christine L. Howatt

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 
  Christine L. Howatt

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Director

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  WELLS FARGO BANK,

  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Molly S. Van Metre

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Molly
  S. Van Metre

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President and Senior Banker

  Wells Fargo Bank National Association

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Allison S. Gelfman

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 
  Allison S. Gelfman

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  MIZUHO CORPORATE BANK, LTD.

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Peter L. Chinnici

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Peter
  L. Chinnici

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Senior Vice President & Group Head

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  CITICORP USA, INC.,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Lesley Noer

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Lesley
  Noer

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Director

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  THE BANK OF TOKYO-MITSUBISHI, LTD.,

  CHICAGO BRANCH

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Patrick McCue

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 
  Patrick McCue

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President and Manager

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  SUNTRUST BANK,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ W. Brooks Hubbard

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  W.
  Brooks Hubbard

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Director

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  ROYAL BANK OF CANADA,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Dana Dratch

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Dana
  Dratch

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Senior Manager

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Karen E. Weathers

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Karen
  E. Weathers

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  VP

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  KEYBANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ David J. Wechter VP

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  David
  J. Wechter

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  



 


 

















 


	
  NEW LENDERS:

  	
   

  	
   

  	
   

  	
  THE NORTHERN TRUST COMPANY,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Eric Dvbing

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Eric
  Dvbing

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Second Vice President

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  ABN AMRO BANK N.V.,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Peter J. Hallan

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Peter
  J. Hallan

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Edward John Hill III

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Edward
  John Hill III

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Assistant Vice President