Exhibit 10.2


 


FIRST AMENDMENT AGREEMENT


 


This
FIRST AMENDMENT AGREEMENT (this “Amendment”) is made as of the 24th day of February, 2006 among:


 


(a)           CINTAS CORPORATION
NO. 2, a Nevada corporation (“Borrower”);


 


(b)           the Lenders, as
defined in the Credit Agreement, as hereinafter defined;


 


(c)           KEYBANK NATIONAL
ASSOCIATION, as joint lead arranger and administrative agent for the Lenders
under the Credit Agreement (“Agent”);


 


(d)           J.P. MORGAN
SECURITIES INC. (successor by merger to Banc One Capital Markets, Inc.),
as joint lead arranger under the Credit Agreement;


 


(e)           JPMORGAN CHASE BANK,
N.A. (successor by merger to Bank One, N.A.), as syndication agent under the
Credit Agreement;


 


(f)            FIFTH THIRD BANK,
as co-documentation agent under the Credit Agreement;


 


(g)           US BANK NATIONAL
ASSOCIATION, as co-documentation agent under the Credit Agreement; and


 


(h)           THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD. (formerly known as The Bank of Tokyo-Mitsubishi, Ltd.),
as co-documentation agent under the Credit Agreement.


 


WHEREAS,
Borrower, Lenders and Agent are parties to that certain Credit Agreement, dated
as of May 28, 2004, that provides, among other things, for loans and
letters of credit aggregating Three Hundred Million Dollars ($300,000,000), all
upon certain terms and conditions (as the same may from time to time be
amended, restated or otherwise modified, the “Credit Agreement”);


 


WHEREAS,
Borrower, Agent and the Lenders desire to amend the Credit Agreement to modify
certain provisions thereof and add certain provisions thereto;


 


WHEREAS,
each capitalized term used herein and defined in the Credit Agreement, but not
otherwise defined herein, shall have the meaning given such term in the Credit
Agreement; and


 


WHEREAS,
unless otherwise specifically provided herein, the provisions of the Credit
Agreement revised herein are amended effective as of the date of this
Amendment;


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein
and for other valuable consideration, Borrower, Agent and the Lenders agree as
follows:


 

















 


1.             Amendment to Definitions.  Article I of the Credit Agreement is
hereby amended to delete the definition of “Applicable Facility Fee Rate”, “Applicable
Margin”, “Applicable Utilization Fee Rate”, “Commitment Period”  and “Total Commitment Amount” therefrom and
to insert in place thereof, respectively, the following:


 


“Applicable Facility Fee Rate” shall mean:


 


(a)           for any date prior
to the First Amendment Effective Date, the Applicable Facility Fee Rate in
effect prior to the First Amendment Effective Date;


 


(b)           effective on the
First Amendment Effective Date until the first Margin Adjustment Date after the
First Amendment Effective Date, seven basis points; and


 


(c)           commencing on the
first Margin Adjustment Date after the First Amendment Effective Date and on
each Margin Adjustment Date thereafter, the number of basis points set forth in
the following matrix, based upon the S&P Rating or the Moody’s Rating in
effect at such time:


 


	
  Level

  	
   

  	
  S&P

  Rating

  	
   

  	
  Moody’s

  Rating

  	
   

  	
  Applicable Basis

  Points for the Facility

  Fee

  
	
  1

  	
   

  	
  A+ or higher

  	
   

  	
  A1 or higher

  	
   

  	
  6.00

  
	
  2

  	
   

  	
  A

  	
   

  	
  A2

  	
   

  	
  7.00

  
	
  3

  	
   

  	
  A-

  	
   

  	
  A3

  	
   

  	
  8.00

  
	
  4

  	
   

  	
  BBB+

  	
   

  	
  Baa1

  	
   

  	
  10.00

  
	
  5

  	
   

  	
  less than BBB+

  	
   

  	
  less than Baa1

  	
   

  	
  12.50

  



 


provided
that, notwithstanding anything above to the contrary, (i) if the S&P
Rating and the Moody’s Rating shall at any time be at different Levels in the
above chart, and the difference in Levels is only one Level, then the
Applicable Facility Fee Rate shall be based upon the higher of the applicable
S&P Rating and Moody’s Rating, (ii) if the S&P Rating and the
Moody’s Rating shall at any time be at different Levels in the above chart, and
such difference is two Levels or more, then the Applicable Facility Fee Rate
shall be based upon the Level immediately below the Level determined based on
the higher of the S&P Rating and the Moody’s Rating, (iii) if only one
of the two ratings (S&P Rating or Moody’s Rating) shall exist, then the
existing rating shall determine the Level of the Applicable Facility Fee Rate,
and (iv) if neither the S&P Rating nor the Moody’s Rating shall exist,
then the Applicable Facility Fee Rate shall be set at Level 5.  Changes to the Applicable Facility Fee Rate
shall be immediately effective on each Margin Adjustment Date.  The above matrix does not modify or waive, in
any respect, the rights of Agent and the Lenders to charge the Default Rate, or
the rights and remedies of Agent and the Lenders pursuant to Articles VII and
VIII hereof.


 


2

















 


“Applicable Margin” shall mean:


 


(a)           for any date prior
to the First Amendment Effective Date, the Applicable Margin in effect prior to
the First Amendment Effective Date;


 


(b)           effective on the
First Amendment Effective Date until the first Margin Adjustment Date after the
First Amendment Effective Date, eighteen (18) basis points for Eurodollar
Loans; and


 


(c)           commencing on the
first Margin Adjustment Date after the First Amendment Effective Date and on
each Margin Adjustment Date thereafter, the number of basis points set forth in
the following matrix, based upon the S&P Rating or the Moody’s Rating in
effect at such time:


 


	
  Level

  	
   

  	
  S&P

  Rating

  	
   

  	
  Moody’s

  Rating

  	
   

  	
  Applicable Basis

  Points for Eurodollar

  Loans

  
	
  1

  	
   

  	
  A+ or higher

  	
   

  	
  A1 or higher

  	
   

  	
  14.00

  
	
  2

  	
   

  	
  A

  	
   

  	
  A2

  	
   

  	
  18.00

  
	
  3

  	
   

  	
  A-

  	
   

  	
  A3

  	
   

  	
  27.00

  
	
  4

  	
   

  	
  BBB+

  	
   

  	
  Baa1

  	
   

  	
  35.00

  
	
  5

  	
   

  	
  less than BBB+

  	
   

  	
  less than Baa1

  	
   

  	
  50.00

  



 


provided
that, notwithstanding anything above to the contrary, (i) if the S&P
Rating and the Moody’s Rating shall at any time be at different Levels in the
above chart, and the difference in Levels is only one Level, then the
Applicable Margin shall be based upon the higher of the applicable S&P
Rating and Moody’s Rating, (ii) if the S&P Rating and the Moody’s
Rating shall at any time be at different Levels in the above chart, and such
difference is two Levels or more, then the Applicable Margin shall be based
upon the Level immediately below the Level determined based on the higher of
the S&P Rating and the Moody’s Rating, (iii) if only one of the two
ratings (S&P Rating or Moody’s Rating) shall exist, then the existing
rating shall determine the Level of the Applicable Margin, and (iv) if
neither the S&P Rating nor the Moody’s Rating shall exist, then the
Applicable Margin shall be set at Level 5. 
Changes to the Applicable Margin shall be immediately effective on each
Margin Adjustment Date.  The above matrix
does not modify or waive, in any respect, the rights of Agent and the Lenders
to charge the Default Rate, or the rights and remedies of Agent and the Lenders
pursuant to Articles VII and VIII hereof.


 


“Applicable Utilization Fee Rate” shall mean:


 


(a)           for any date prior
to the First Amendment Effective Date, the Applicable Utilization Fee Rate in
effect prior to the First Amendment Effective Date;


 


3

















 


(b)           effective on the
First Amendment Effective Date until the first Margin Adjustment Date after the
First Amendment Effective Date, five basis points; and


 


(c)           commencing on the
first Margin Adjustment Date after the First Amendment Effective Date and on
each Margin Adjustment Date thereafter, the number of basis points set forth in
the following matrix, based upon the S&P Rating or the Moody’s Rating in
effect at such time:


 


	
  Level

  	
   

  	
  S&P

  Rating

  	
   

  	
  Moody’s

  Rating

  	
   

  	
  Applicable Basis

  Points for the

  Utilization Fee

  
	
  1

  	
   

  	
  A+ or higher

  	
   

  	
  A1 or higher

  	
   

  	
  5.00

  
	
  2

  	
   

  	
  A

  	
   

  	
  A2

  	
   

  	
  5.00

  
	
  3

  	
   

  	
  A-

  	
   

  	
  A3

  	
   

  	
  5.00

  
	
  4

  	
   

  	
  BBB+

  	
   

  	
  Baa1

  	
   

  	
  5.00

  
	
  5

  	
   

  	
  less than BBB+

  	
   

  	
  less than Baa1

  	
   

  	
  10.00

  



 


provided
that, notwithstanding anything above to the contrary, (i) if the S&P
Rating and the Moody’s Rating shall at any time be at different Levels in the
above chart, and the difference in Levels is only one Level, then the
Applicable Utilization Fee Rate shall be based upon the higher of the
applicable S&P Rating and Moody’s Rating, (ii) if the S&P Rating
and the Moody’s Rating shall at any time be at different Levels in the above
charts, and such difference is two Levels or more, then the Applicable
Utilization Fee Rate shall be based upon the Level immediately below the Level
determined based on the higher of the S&P Rating and the Moody’s Rating, (iii) if
only one of the two ratings (S&P Rating or Moody’s Rating) shall exist,
then the existing rating shall determine the Level of the Applicable
Utilization Fee Rate, and (iv) if neither the S&P Rating nor the Moody’s
Rating shall exist, then the Applicable Utilization Fee Rate shall be set at
Level 5.  Changes to the Applicable
Utilization Fee Rate shall be immediately effective on each Margin Adjustment
Date.  The above matrix does not modify
or waive, in any respect, the rights of Agent and the Lenders to charge the
Default Rate, or the rights and remedies of Agent and the Lenders pursuant to
Articles VII and VIII hereof.


 


“Commitment Period” shall mean the period from the Closing Date to February 23,
2011, or such earlier date on which the Commitment shall have been terminated
pursuant to Article VIII hereof.


 


“Total Commitment Amount” shall mean (a) for any date prior to the
First Amendment Effective Date, the Closing Commitment Amount, and (b) on
the First Amendment Effective Date and thereafter, the Maximum Commitment
Amount, as such amount may be decreased pursuant to Section 2.9(a) hereof.


 


4

















 


2.             Addition to Definitions.  Article I of the Credit Agreement is
hereby amended to add the following new definitions thereto:


 


“First Amendment Effective Date” shall mean February 24,  2006.


 


“Patriot Act” shall mean Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, USA
Patriot Act, Title III of Pub. L. 107-56, signed into law October 26,
2001, as amended from time to time.


 


3.             Addition to Compliance with Laws.  Section 6.3 of the Credit Agreement is
hereby amended to add the following new subsections (d), (e) and (f) at
the end thereto:


 


(d)           has ensured that no
Person who owns a controlling interest in or otherwise controls a Company is (i) listed
on the Specially Designated Nationals and Blocked Person List maintained by the
Office of Foreign Assets Control (“OFAC”), Department of the Treasury, or any
other similar lists maintained by OFAC pursuant to any authorizing statute,
executive order or regulation, or (ii) a Person designated under Section 1(b),
(c) or (d) of Executive Order No. 13224 (September 23,
2001), any related enabling legislation or any other similar executive orders;


 


(e)           is in compliance
with all applicable Bank Secrecy Act and anti-money laundering laws and
regulations; and


 


(f)            is in compliance,
in all material respects, with the Patriot Act.


 


4.             Addition to Miscellaneous.  Article X of the Credit Agreement is
hereby amended to add the following new Section 10.18 at the end thereof:


 


Section 10.18.  Patriot
Act Notice.  Each Lender and Agent
(for itself and not on behalf of any other party) hereby notifies the Credit
Parties that, pursuant to the requirements of the Patriot Act, such Lender and
Agent are required to obtain, verify and record information that identifies the
Credit Parties, which information includes the name and address of the Credit Parties
and other information that will allow such Lender or Agent, as applicable, to
identify the Credit Parties in accordance with the Patriot Act.  Borrowers shall provide, to the extent
commercially reasonable, such information and take such actions as are
reasonably requested by Agent or a Lender in order to assist Agent or such
Lender in maintaining compliance with the Patriot Act.


 


5.             Amendment to Schedule 1.  The Credit Agreement is hereby amended to
delete Schedule 1 (Commitment of Lenders) therefrom and to insert in
place thereof the new Schedule 1 attached hereto.


 


6.             Closing Items.  Concurrently with the execution of this
Amendment, Borrower shall:


 


5






 


 


 












 


(a)           deliver to Agent,
for delivery to each Lender that has requested a Revolving Credit Note,
replacement Revolving Credit Notes, in the amounts specified in Schedule 1
to the Credit Agreement;


 


(b)           cause each Guarantor
of Payment to execute the attached Acknowledgement and Agreement; and


 


(c)           pay all legal fees
and expenses of Agent in connection with this Amendment.


 


7.             Representations and Warranties.  Borrower hereby represents and warrants to
Agent and the Lenders that (a) Borrower has the legal power and authority
to execute and deliver this Amendment; (b) the officers executing this
Amendment have been duly authorized to execute and deliver the same and bind
Borrower with respect to the provisions hereof; (c) the execution and
delivery hereof by Borrower and the performance and observance by Borrower of
the provisions hereof do not violate or conflict with the organizational
agreements of Borrower or any law applicable to Borrower or result in a breach
of any provision of or constitute a default under any other agreement,
instrument or document binding upon or enforceable against Borrower;
(d) no Default or Event of Default exists under the Credit Agreement, nor
will any occur immediately after the execution and delivery of this Amendment
or by the performance or observance of any provision hereof; (e) Borrower
is not aware of any claim or offset against, or defense or counterclaim to,
Borrower’s obligations or liabilities under the Credit Agreement or any Related
Writing; and (f) this Amendment constitutes a valid and binding obligation
of Borrower in every respect, enforceable in accordance with its terms, except
as enforcement may be limited by bankruptcy or insolvency laws or similar laws
affecting the rights of creditors generally or by general principles of equity.


 


8.             References to Credit Agreement.  Each reference that is made in the Credit
Agreement or any Related Writing shall hereafter be construed as a reference to
the Credit Agreement as amended hereby. Except as herein otherwise specifically
provided, all terms and provisions of the Credit Agreement are confirmed and
ratified and shall remain in full force and effect and be unaffected hereby.
This Amendment is a Related Writing.


 


9.             Waiver.  Borrower, by signing below, hereby waives and
releases Agent and each of the Lenders, and their respective directors,
officers, employees, attorneys, affiliates and subsidiaries, from any and all
claims, offsets, defenses and counterclaims of which Borrower is aware, such
waiver and release being with full knowledge and understanding of the
circumstances and effect thereof and after having consulted legal counsel with
respect thereto.


 


10.          Counterparts.  This Amendment may be executed in any number
of counterparts, by different parties hereto in separate counterparts and by
facsimile signature, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.


 


11.          Headings.  The headings, captions and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.


 


6

















 


12.          Severability.  Any term or provision of this Amendment held
by a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the term or provision so held to be invalid or
unenforceable.


 


13.          Governing Law.  The rights and obligations of all parties
hereto shall be governed by the laws of the State of Ohio, without regard to
principles of conflicts of laws.


 


[Remainder of page intentionally left blank.]


 


7

















 


JURY
TRIAL WAIVER.  BORROWER,
THE LENDERS AND AGENT, TO THE EXTENT PERMITTED BY LAW, EACH HEREBY WAIVES ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, THE LENDERS AND AGENT, OR ANY
THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR
ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.


 


IN
WITNESS WHEREOF, the parties have executed and delivered this Amendment as of
the date first set forth above.


 


	
   

  	
  CINTAS
  CORPORATION NO. 2

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  William
  C. Gale

  
	
   

  	
   

  	
  Senior
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL ASSOCIATION, as Agent and as a
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J.P.
  MORGAN SECURITIES INC., as Joint Lead Arranger

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as Syndication Agent
  and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature
Page


 


1

















 


	
   

  	
  FIFTH THIRD BANK, as Co-Documentation Agent and as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  US BANK NATIONAL ASSOCIATION, as Co-Documentation
  Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as
  Co-Documentation Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page


 


2

















 


	
   

  	
   

  	
   

  	
  WELLS
  FARGO BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
  One
  East Fourth Street

  	
   

  	
  NATIONAL
  CITY BANK

  
	
   

  	
  Cincinnati,
  Ohio 45202

  	
   

  	
   

  
	
   

  	
  Attention:
  Mary Sue Emerson

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


Signature
Page


 


3

















 


ACKNOWLEDGMENT AND AGREEMENT


 


The
undersigned consent and agree to and acknowledge the terms of the foregoing First
Amendment Agreement dated as of February 24, 2006.  The undersigned further agree that the
obligations of the undersigned pursuant to the Guaranty of Payment executed by
the undersigned shall remain in full force and effect and be unaffected hereby.


 


The
undersigned hereby waive and release Agent and the Lenders and their respective
directors, officers, employees, attorneys, affiliates and subsidiaries from any
and all claims, offsets, defenses and counterclaims of which the undersigned
are aware, such waiver and release being with full knowledge and understanding
of the circumstances and effect thereof and after having consulted legal
counsel with respect thereto.


 


JURY
TRIAL WAIVER.  THE
UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A
JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE, AMONG BORROWERS, AGENT, THE LENDERS AND THE UNDERSIGNED, OR ANY
THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR
ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.


 


	
  CINTAS
  CORPORATION

  	
   

  	
  CINTAS
  CORPORATION NO. 3

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CINTAS
  CORP. NO. 8, INC.

  	
   

  	
  CINTAS
  — RUS, L.P.

  
	
   

  	
   

  	
  By: Cintas Corp. No. 8, Inc., its general partner

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CINTAS
  CORP. NO. 15, INC.

  	
   

  	
  XPECT
  FIRST AID CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  



 


Signature
Page


 


1

















 


	
  CINTAS
  FIRST AID HOLDINGS CORPORATION

  	
   

  	
  AMERICAN
  FIRST AID COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  RESPOND
  INDUSTRIES, INCORPORATED

  	
   

  	
  AFFIRMED
  MEDICAL, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LLT, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


Signature Page


 


2

















 


SCHEDULE 1


 


	
  LENDERS

  	
   

  	
  COMMITMENT

  PERCENTAGE

  	
   

  	
  REVOLVING

  CREDIT

  COMMITMENT

  AMOUNT

  	
   

  	
  MAXIMUM AMOUNT

  	
   

  
	
  KeyBank National Association

  	
   

  	
  19.50

  	
  %

  	
  $

  	
  78,000,000

  	
   

  	
  $

  	
  78,000,000

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  19.50

  	
  %

  	
  $

  	
  78,000,000

  	
   

  	
  $

  	
  78,000,000

  	
   

  
	
  Fifth Third Bank

  	
   

  	
  13.00

  	
  %

  	
  $

  	
  52,000,000

  	
   

  	
  $

  	
  52,000,000

  	
   

  
	
  US Bank National Association

  	
   

  	
  13.00

  	
  %

  	
  $

  	
  52,000,000

  	
   

  	
  $

  	
  52,000,000

  	
   

  
	
  The Bank of Tokyo-Mitsubishi UFJ, Ltd.

  	
   

  	
  13.00

  	
  %

  	
  $

  	
  52,000,000

  	
   

  	
  $

  	
  52,000,000

  	
   

  
	
  PNC Bank, National Association

  	
   

  	
  6.50

  	
  %

  	
  $

  	
  26,000,000

  	
   

  	
  $

  	
  26,000,000

  	
   

  
	
  The Northern Trust Company

  	
   

  	
  6.50

  	
  %

  	
  $

  	
  26,000,000

  	
   

  	
  $

  	
  26,000,000

  	
   

  
	
  Wells Fargo Bank National Association

  	
   

  	
  6.50

  	
  %

  	
  $

  	
  26,000,000

  	
   

  	
  $

  	
  26,000,000

  	
   

  
	
  National City Bank

  	
   

  	
  2.50

  	
  %

  	
  $

  	
  10,000,000

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  Total Commitment Amount

  	
   

  	
  100

  	
  %

  	
  $

  	
  400,000,000

  	
   

  	
  $

  	
  400,000,000

  	
   

  



 


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