Exhibit
10.28


 


EXECUTION COPY


 


AMENDMENT NO. 3
AND WAIVER


 


dated as of August
14, 2002


 


to


 


SEVENTH AMENDED
AND RESTATED CREDIT AGREEMENT


 


dated as of June
26, 2001


 


CSC HOLDINGS, INC. (formerly known as Cablevision
Systems Corporation), a Delaware corporation (the “Company”), the
Restricted Subsidiaries (as defined in the Credit Agreement referred to below)
that are parties to such Credit Agreement, the banks that are parties to such
Credit Agreement (the “Banks”) and TORONTO DOMINION (TEXAS), INC., as
Administrative Agent (the “Administrative Agent”), agree as follows:


 


ARTICLE I



AMENDMENT  


 


Section 1.1.            Credit
Agreement.  Reference is made to the
Seventh Amended & Restated Credit Agreement, dated as of June 26, 2001, as
amended by Amendment No. 1 thereto, dated as of July 20, 2001 and Amendment No.
2 thereto, dated as of November 19, 2001 (as so amended, the “Credit
Agreement”), among the Company, the Restricted Subsidiaries party thereto,
the Banks, the Administrative Agent, TD Securities (USA) Inc. and Banc of
America Securities LLC, as Co-Lead Arrangers and Co-Book Managers, Bank of
America, N.A., as Syndication Agent, The Bank of New York and The Bank of Nova
Scotia, as Co-Documentation Agents and Arrangers, The Chase Manhattan Bank, as
Co-Documentation Agent, Fleet National Bank, J.P. Morgan Securities Inc.,
Mizuho Corporate Bank, Ltd. and Salomon Smith Barney Inc., as Arrangers, Bank
of Montreal, Barclays Bank plc, BNP Paribas, Credit Lyonnais New York Branch,
Dresdner Bank AG, New York and Grand Cayman Branches, Wachovia Bank,
National Association (f/k/a First Union National Bank) and Royal Bank of
Canada, as Managing Agents and Societe Generale and SunTrust Bank, as
Co-Agents.  Terms used in this Amendment
No. 3  and
Waiver to the Seventh Amended and Restated Credit Agreement (this “Amendment”)
that are not otherwise defined herein shall have the meanings given to such
terms in the Credit Agreement.  The
Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”)
is and shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed.


 

















 


Section 1.2.            Amendment.  Upon and after the Third Amendment Effective
Date (as defined in Section 4.5 hereof),


 


(a)                                  Clauses
(a) and (b) of the definition of “Applicable Margin” in Section 1.01 of the
Credit Agreement shall be amended and restated in their entirety as follows:


 


(a)               With respect to Base Rate Loans


 


(i)            1.500% at all times during any
Applicable Period if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was greater than 6.25 to 1;


 


(ii)           1.000% at all times during any
Applicable Period if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was less than or equal to 6.25 to 1 and greater than 6.00 to
1;


 


(iii)          0.750% at all times during any
Applicable Period if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was less than or equal to 6.00 to 1 and greater than 5.50 to
1;


 


(iv)          0.375% at all times during any
Applicable Period if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was less than or equal to 5.50 to 1 and greater than 5.00 to
1;


 


(v)           0.250% at all times during any
Applicable Period if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was less than or equal to 5.00 to 1 and greater than 4.50 to
1;


 


(vi)          0.000% at all times during any
Applicable Period if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was less than or equal to 4.50 to 1; and


 


(b)           With respect to Eurodollar Loans


 


(i)            2.500% at all times during any
Applicable Period if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was greater than 6.25 to 1;


 


(ii)           2.000% at all times during any
Applicable Period if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was less than or equal to 6.25 to 1 and greater than 6.00 to
1;


 


(iii)      1.750% at all times during any Applicable
Period if the Cash Flow Ratio as at the end of the immediately preceding
Quarter was less than or equal to 6.00 to 1 and greater than 5.50 to 1;


 


2

















 


(iv)          1.375% at all times during any
Applicable Period if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was less than or equal to 5.50 to 1 and greater than 5.00 to
1;


 


(v)           1.250% at all times during any
Applicable Period if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was less than or equal to 5.00 to 1 and greater than 4.50 to
1;


 


(vi)          1.000% at all times during any
Applicable Period if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was less than or equal to 4.50 to 1 and greater than 4.00 to
1;


 


(vii)         0.875% at all times during any
Applicable Period if the Cash Flow Ratio as at the end of the immediately
preceding Quarter was less than or equal to 4.00 to 1.


 


(b)           Section 9.10(x) of the Credit
Agreement shall be amended and restated in its entirety as follows:


 


(x)  Capital Lease Obligations in respect of any
lease of (or other agreement conveying the right to use) digital set top boxes
and the $25,000,000 payment obligation of the Company pursuant to the
settlement Agreement, dated August 7, 2002, between the Company and Sony
Electronics, Inc.  (the “Sony Obligation”), provided that the aggregate
capitalized amount of such Capital Lease Obligations (together with all such
Capital Lease Obligations of each Digital Video Subsidiary) at any one time
outstanding plus the total outstanding principal amount of the Sony
Obligation, shall not exceed $1,250,000,000; and


 


ARTICLE II



WAIVER


 


Upon and after the Third Amendment Effective Date (as
defined in Section 4.5 hereof), the Majority Banks hereby waive compliance with
Section 9.22 of the Credit Agreement with respect to, but only with respect to,
the requirement that the restructuring charges in a total amount up to
$80,000,000 to be taken by the Company during the calendar quarter ending
September 30, 2002 (the “Restructuring Charge”) be annualized in the
calculation of Annualized Operating Cash Flow for the periods ended August 31,
2002, September 30, 2002, October 31, 2002 and November 30, 2002.  For the avoidance of doubt, the parties
hereby confirm that, with respect to Section 3.03 and all other provisions of
the Credit Agreement, there is no waiver of compliance with the requirement
that the Restructuring Charge be annualized in the calculation of Annualized
Operating Cash Flow.


 


3

















 


ARTICLE III



REPRESENTATIONS AND WARRANTIES  


 


Section 3.1.            Representations
and Warranties.  Each of the Company
and the Restricted Subsidiaries that are parties to the Credit Agreement
represents and warrants as follows:


 


(a)           Power;
Binding Agreements.  Each of the
Company and such Restricted Subsidiaries has full power, authority and legal
right to make and perform this Amendment and the Amended Credit Agreement.  This Amendment and the Amended Credit
Agreement constitute the legal, valid and binding obligations of each of the Company
and such Restricted Subsidiaries, enforceable in accordance with their terms
(except for limitations on enforceability under bankruptcy, reorganization,
insolvency and other similar laws affecting creditors’ rights generally and
limitations on the availability of the remedy of specific performance imposed
by the application of general equitable principles).


 


(b)           Authority;
No Conflict.  The making and
performance of this Amendment and the Amended Credit Agreement by each of the
Company and such Restricted Subsidiaries have been duly authorized by all
necessary action and do not and will not (i) violate any provision of any laws,
orders, rules or regulations presently in effect (other than violations that,
singly or in the aggregate, have not had and are not likely to have a
Materially Adverse Effect), or any provision of any of the Company’s or the
Restricted Subsidiaries’ respective partnership agreements, charters or by-laws
presently in effect; (ii) result in the breach of, or constitute a default or
require any consent under, any existing indenture or other agreement or
instrument to which the Company or any of the Restricted Subsidiaries is a
party or by which their respective properties may be bound or affected (other
than any breach, default or required consent that, singly or in the aggregate,
have not had and are not likely to have a Materially Adverse Effect); or (iii)
result in, or require, the creation or imposition of any Lien upon or with
respect to any of the properties or assets now owned or hereafter acquired by
the Company or any of the Restricted Subsidiaries.


 


(c)           Approval
of Regulatory Authorities.  No
approval or consent of, or filing or registration with, any federal, state or
local commission or other regulatory authority is required in connection with
the execution, delivery and performance by the Company and such Restricted
Subsidiaries of this Amendment and the Amended Credit Agreement.


 


(d)           Credit
Agreement Representations and Warranties. 
Each representation and warranty made by the Company and such Restricted
Subsidiaries in the Credit Agreement is true and correct at and as of the date
hereof, except to the extent that such representation and warranty expressly
relates to an earlier date.


 


(e)           No Default.   No Default or Event of Default shall have
occurred and be continuing both before and after giving effect to this
Amendment.


 


Section 3.2.            Survival.  Each of the foregoing representations and
warranties shall be made at and as of the Third Amendment Effective Date and
shall constitute a representation and warranty of the Company and the
Restricted Subsidiaries made under the Amended Credit Agreement and it shall be
an Event of Default if any such representation and warranty shall


 


4

















 


prove to have been incorrect or misleading in any material respect when
made.  Each of the representations and
warranties made under the Amended Credit Agreement (and including those
representations and warranties made herein) shall survive and not be waived by
the execution and delivery of this Amendment.


 


ARTICLE IV


 


MISCELLANEOUS  


 


Section 4.1.            Governing
Law.


 


This Amendment shall be construed in accordance with
and governed by the laws of the State of New York.


 


Section 4.2.            Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same
instrument.


 


Section 4.3.            Expenses.  The Company hereby agrees to pay or
reimburse the Administrative Agent for all reasonable fees and expenses,
including attorneys’ fees, incurred in connection with the negotiation,
preparation, execution and delivery of this Amendment.


 


Section 4.4.            Amendment
Fee.  The Company hereby agrees that
it shall pay to each Bank which executes and delivers to the Administrative
Agent (or its designee) a counterpart hereof on or prior to the Third Amendment
Effective Date, a non-refundable cash fee in an amount equal to 25.0 basis
points (0.25%) of the Commitment of such Bank, as in effect on the Third
Amendment Effective Date, which fee shall be paid by the Company for
distribution to the Banks not later than the Third Amendment Effective Date.


 


Section 4.5.            Third
Amendment Effective Date.  This
Amendment shall become effective as of the date first written above (the “Third
Amendment Effective Date”) on the first date when (i) this Amendment shall
have been duly executed and delivered by the Company, each of the Restricted
Subsidiaries that are parties to the Credit Agreement, the Administrative Agent
and the Majority Banks and (ii) the fee payable pursuant to Section 4.4 hereof
shall have been paid in full.


 


 [THE REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK]


 


5

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed as
of the day and year first above written.


 


	
   

  	
  CSC HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  OF CONNECTICUT

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CABLEVISION AREA 9
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION FAIRFIELD
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  COMMUNICATIONS
  DEVELOPMENT

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  SYSTEMS DUTCHESS

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  SYSTEMS EAST HAMPTON

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  SYSTEMS GREAT NECK

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  SYSTEMS
  HUNTINGTON

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS
  ISLIP CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  SYSTEMS
  LONG ISLAND

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  SYSTEMS
  SUFFOLK

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  SYSTEMS WESTCHESTER

  CORPORATION

  



 

















 


	
   

  	
  CABLEVISION OF
  CLEVELAND G.P., INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  CLEVELAND L.P., INC.

  
	
   

  	
   

  
	
   

  	
  TELERAMA, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  OF THE MIDWEST HOLDING

  CO., INC.

  
	
   

  	
   

  
	
   

  	
  CSC ACQUISITION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CSC ACQUISITION - NY,
  INC.

  
	
   

  	
   

  
	
   

  	
  CSC ACQUISITION - MA,
  INC.

  
	
   

  	
   

  
	
   

  	
  A-R CABLE SERVICES -
  NY, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION LIGHTPATH,
  INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  BROOKLINE, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  SYSTEMS BROOKLINE

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  ARSENAL MSUB 2, INC.

  
	
   

  	
   

  
	
   

  	
  PETRA CABLEVISION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  SUFFOLK CABLE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  SAMSON CABLEVISION
  CORP.

  
	
   

  	
   

  
	
   

  	
  SUFFOLK CABLE OF
  SMITHTOWN, INC.

  
	
   

  	
   

  
	
   

  	
  SUFFOLK CABLE OF
  SHELTER ISLAND, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  SYSTEMS NEW YORK CITY

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  WAPPINGERS FALLS, INC.

  



 

















 


	
   

  	
  CABLEVISION OF
  BROOKHAVEN, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION
  OF SOUTHERN WESTCHESTER,

  INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF OAKLAND,
  INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  PATERSON, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  ROCKLAND/RAMAPO, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF WARWICK,
  INC.

  
	
   

  	
   

  
	
   

  	
  MONTAGUE CABLE COMPANY,
  INC.

  
	
   

  	
   

  
	
   

  	
  CSC TKR, INC.

  
	
   

  	
   

  
	
   

  	
  CSC TKR I, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION MFR, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  MONMOUTH, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF HUDSON
  COUNTY, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF NEW
  JERSEY, INC.

  
	
   

  	
   

  
	
   

  	
  CSC GATEWAY CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  LITCHFIELD, INC.

  
	
   

  	
   

  
	
   

  	
  151 S. FULTON STREET
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  of each of the
  above-named corporations

  



 

















 


	
   

  	
  CSC GATEWAY CORPORATION

  CABLEVISION OF NEW JERSEY, INC.,

  each a General Partner of Cablevision of Newark

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF NEW
  JERSEY, INC.

  CSC GATWEWAY CORPORATION

  each a General Partner of Cablevision of Newark

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS
  BROOKLINE CORPORATION

  Managing General Partner of Cablevision of Ossining, L.P.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION AREA 9
  CORPORATION,

  General Partner of Cablevision of Connecticut, L.P.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  CLEVELAND G.P., INC.,

  General Partner of Cablevision of Cleveland, L.P.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION FAIRFIELD
  CORPORATION,

  General Partner of Cablevision Systems of Southern

  Connecticut, L.P.

  
	
   

  	
   

  
	
   

  	
  CSC TKR, INC.,

  General Partner of KRC/CCC Investment Partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
  of each of the above
  corporate general partners

  



 

















 


	
   

  	
  TORONTO DOMINION (TEXAS), INC., as

  
	
   

  	
  Administrative Agent and a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  TD SECURITIES (USA) INC., as

  
	
   

  	
  Co-Lead Arranger and Co-Book Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  BANC OF AMERICA SECURITIES LLC, 

  
	
   

  	
  as Co-Lead Arranger and Co-Book Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  BANK OF AMERICA, N.A., as Syndication Agent and a

  
	
   

  	
  Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  THE BANK OF NEW YORK, 

  
	
   

  	
  as a Bank, Arranger and Co-Documentation Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA, as a Bank,

  
	
   

  	
  Arranger and Co-Documentation Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  JPMORGAN CHASE BANK

  
	
   

  	
  (formerly known as The Chase Manhattan Bank), as a

  
	
   

  	
  Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  FLEET NATIONAL BANK, as a Bank and Arranger

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  SALOMON SMITH BARNEY INC., as Arranger

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  CITIBANK, N.A., as a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  MIZUHO CORPORATE BANK, LTD.

  
	
   

  	
  (f/k/a The Fuji Bank, Ltd and as transferee of The Dai-Ichi

  Kangyo Bank, Ltd)

  
	
   

  	
  as a Bank and Arranger

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  BANK OF MONTREAL, as a Bank and a Managing Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  BARCLAYS BANK PLC, as a Bank and a Managing    

  
	
   

  	
  Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
   

  	
  BNP PARIBAS, as a Bank and a Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  CREDIT LYONNAIS NEW YORK BRANCH, as a Bank and a Managing Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DRESDNER BANK AG, NEW
  YORK AND GRAND

  CAYMAN BRANCHES, as a Bank and a Managing Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a

  First Union National Bank), as a Bank and a Managing

  Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROYAL BANK OF CANADA,
  as a Bank and a Managing

  Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  SOCIETE GENERALE, as a Bank and Co-Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  SUNTRUST BANK, as a Bank and Co-Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  BANK ONE, NA, as a Bank

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  BEAR STEARNS CORPORATE LENDING INC., as a

  Bank

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  GENERAL ELECTRIC CAPITAL CORPORATION, as a

  Bank

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  MELLON BANK, N.A., as a Bank

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  MERRILL LYNCH CAPITAL CORPORATION, as a

  Bank

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  UNION BANK OF CALIFORNIA, N.A., as a Bank

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  J.P. MORGAN SECURITIES INC., as Arranger

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  SUMITOMO MITSUI BANKING CORPORATION, as a

  Bank

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  MERRILL LYNCH, PIERCE, FENNER & SMITH

  INCORPORATED, as a Bank

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  NATEXIS BANQUES POPULAIRES, as a Bank

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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