Exhibit
4.9


 


SECOND
AMENDMENT TO FIVE YEAR CREDIT AGREEMENT


 


THIS SECOND
AMENDMENT TO FIVE YEAR 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 Five Year Credit Agreement dated as of January 24,
2002 (as amended, modified, restated or supplemented from time to time,
the “Existing Credit Agreement”);


 


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. 
The following definitions appearing in Section 1.01 of the Existing
Credit Agreement are hereby amended and restated in their entireties to read as
follows:


 


“LC Commitment” means $100,000,000.


 


“364-Day Facility” means the Credit Agreement
($500,000,000 364-Day Revolving Credit Facility), dated as of the date hereof,
among the Borrower, the subsidiaries of the Borrower party thereto, the lenders
parties thereto and Bank of America, as administrative agent, providing for a
$500,000,000 revolving credit facility for a 364-day period, as amended or
extended from time to time.


 


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 $750,000,000. 
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 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 2.4  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 364-Day Facility. 
The Administrative Agent shall have received counterparts of the second
amendment to the 364-Day 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 Five Year
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

  



 


 


 

















 


	
   

  	
   

  	
   

  	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
  (formerly known as First Union National Bank),

  
	
   

  	
   

  	
   

  	
   

  	
  as  Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Keith Burson

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Keith
  Burson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Director

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  MIZUHO CORPORATE BANK, LTD.

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Peter L. Chinnici

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Peter
  L. Chinnici

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Senior Vice President & Group Head

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  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

  



 


 


 

















 


	
   

  	
   

  	
   

  	
   

  	
  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

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  FLEET NATIONAL BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Gordon B. Coughlin

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Gordon
  B. Coughlin

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  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

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  BANK ONE, NA,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Anthony F. Maggiore

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Anthony F. Maggiore

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Director Capital Markets

  



 


 


 

















 


	
   

  	
   

  	
   

  	
   

  	
  KEYBANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ David J. Wechter, VP

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  David
  J. Wechter

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  



 


 


 

















 


	
   

  	
   

  	
   

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Karen E. Weathers

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Karen
  E. Weathers

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  VP

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  ROYAL BANK OF CANADA,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Dana Dratch

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Dana
  Dratch

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Senior Manager

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  SUNTRUST BANK,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ W. Brooks Hubbard

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  W.
  Brooks Hubbard

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Director

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  THE BANK OF TOKYO-MITSUBISHI, LTD.,

  CHICAGO BRANCH

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Patrick McCue

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 
  Patrick McCue

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President and Manager

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  CITICORP USA, INC.,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Lesley Noer

  
	
   

  	
   

  	
   

  	
   

  	
  Name:  Lesley
  Noer

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Director

  



 

















 


	
  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

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  THE FIFTH THIRD BANK,

  
	
   

  	
   

  	
   

  	
   

  	
  As Lender

  



  
	
   

  	
   

  	
   

  	
   

  	
  By:/s/ Kevin Jones

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Kevin Jones

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President