Exhibit 10.2


 




 





EXTENSION
AGREEMENT


dated as of
September 26, 2003


 


extending the


 


$250,000,000


AMENDED AND
RESTATED 364-DAY CREDIT AGREEMENT


 


among


 


FEDEX CORPORATION,

as Borrower,


 


CITICORP USA, INC. and BANK OF AMERICA, N.A.,

as Co-Syndication Agents,


 


BANK ONE, NA, COMMERZBANK A.G.,


BANK OF TOKYO-MITSUBISHI TRUST COMPANY


and THE ROYAL BANK OF SCOTLAND PLC,

as Co-Documentation Agents,


 


The Several
Lenders

from Time to Time Parties Thereto,


 


and


 


JPMORGAN CHASE
BANK,

as Administrative Agent


 


dated as of September 27,
2002


 




 


 





J.P. MORGAN SECURITIES, INC., as Sole Lead Arranger and Sole Bookrunner


 

















 


EXTENSION AGREEMENT, dated as of September 26, 2003 (this “Agreement”),
among FEDEX CORPORATION, CITICORP USA, INC. and BANK OF AMERICA, N.A., as
Co-Syndication Agents, BANK ONE, NA, COMMERZBANK A.G., BANK OF TOKYO-MITSUBISHI
TRUST COMPANY and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents,
the several LENDERS party hereto and JPMORGAN CHASE BANK, as Administrative
Agent (the “Administrative Agent”).


 


 


W I T N E S S E T H:


 


WHEREAS, the
Borrower, the Lenders, the Co-Documentation Agents, the Co-Syndication Agents and the
Administrative Agent are parties to the Amended and Restated 364-Day
Credit Agreement, dated as of September 27, 2002 (the “Credit Agreement”);


 


WHEREAS, the
Borrower has requested that the Maturity Date of the Credit Agreement be
extended as set forth herein;


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants
hereinafter set forth, the parties hereto hereby agree as follows:


 


SECTION 1.                                Defined
Terms.  Unless otherwise defined
herein, each term defined in the Credit Agreement and used herein shall have
the meaning given to such term in the Credit Amendment.


 


SECTION 2.                                Extension
of Maturity Date.  Notwithstanding
any of the notice requirements of Section 2.17 of the Credit Agreement and
except as otherwise provided in Section 4 of this Agreement, but otherwise
subject to such Section 2.17, the Maturity Date is hereby extended to
September 24, 2004, with the Commitment of each Lender as set forth in
Schedule A to this Agreement.


 


SECTION 3.                                Conditions
to Effectiveness of this Agreement.  This Agreement shall become effective on the
date (the “Extension Effective Date”) on which the following conditions
precedent have been satisfied:


 


(a)                                  the Administrative Agent shall
have received counterparts of this Agreement duly executed and delivered by
each of (i) the Borrower and (ii)  the
Lenders;


 


(b)                                 the Administrative
Agent shall have received an opinion of Christine P. Richards, counsel for the
Borrower, dated as of the Extension Effective Date (in form and substance
reasonably satisfactory to the Administrative Agent);


 


(c)                                  no Default or Event
of Default shall have occurred and be continuing;


 


(d)                                 the principal amount
of and accrued interest on any Loans and any fees or other amounts owing to the
Lenders under the Credit Agreement, as of the Extension Effective Date, shall
be paid; and


 

















 


(e)                                  the Administrative
Agent shall have received all fees and other amounts due and payable on or
prior to the Extension Effective Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Borrower.


 


SECTION 4.                                Assignment;
Commitments.   On the Extension Effective
Date, each of the Lenders party to the Credit Agreement (as in effect
immediately prior to the effectiveness of this Agreement) whose Commitment will
be reduced or terminated in connection with this Agreement (the “Assigning
Lenders”) agrees to assign all or a portion, as the case may be, of its
Commitment (as in effect immediately prior to the effectiveness of this
Agreement) and its related rights and obligations under the Credit Agreement
and the other Loan Documents to the Lenders party to the Credit Agreement (as
in effect immediately after giving effect to this Agreement) whose Commitment
will be increased or initiated in connection with this Agreement (the “Assignee
Lenders”), such that after giving effect to such assignment and on the
Extension Effective Date, the Commitment of each Lender shall be the amount set
forth on Schedule A to this Agreement. 
All applicable provisions of Section 9.06 and Exhibit E to the
Credit Agreement shall apply to such assignments, which provisions are hereby
incorporated by reference into this Agreement.


 


SECTION 5.                                Consent
of Guarantors.  The Borrower
represents and warrants to the Lenders that no Guarantor consent is required
for the extension of the Maturity Date as contemplated by Section 2.17 to
the Credit Agreement and this Agreement.


 


SECTION 6.                                Miscellaneous.


 


(a)                                  Effect.  Except as expressly amended hereby, all of the representations,
warranties, terms, covenants and conditions of the Loan Documents shall remain
unamended and not waived and shall continue to be in full force and
effect.  Each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like
import shall mean and be a reference to the Credit Agreement, as amended hereby.


 


(b)                                 Counterparts.  This Agreement may be executed by one or more of the parties to
this Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.  A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.


 


(c)                                  Severability.  Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


(d)                                 Integration.  This Agreement and the other Loan Documents
represent the entire agreement of the Loan Parties, the Lenders and the
Administrative Agent with respect to the subject matter hereof and thereof, and
there are no promises, undertakings, representations or


 


2

















 


warranties by the Lenders relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.


 


(e)                                  GOVERNING
LAW.  THIS AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


 


3

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.


 


	
   

  	
  FEDEX CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CHARLES M. BUCHAS, JR.

  	
   

  
	
   

  	
    Name:

  	
  Charles M. Buchas, Jr.

  
	
   

  	
    Title:

  	
  Corporate Vice President and

  Treasurer

  
						



 


4

















 


	
   

  	
  JPMORGAN CHASE BANK,

  
	
   

  	
  individually and as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MATTHEW H. MASSIE

  	
   

  
	
   

  	
    Name:

  	
  Matthew H. Massie

  
	
   

  	
    Title:

  	
  Managing Director

  
						



 


5

















 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SHARON
  BURKS HOROS

  	
   

  
	
   

  	
    Name:

  	
  Sharon Burks Horos

  
	
   

  	
    Title:

  	
  Vice President

  
						



 

















 


	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID T.
  SUNDERWIRTH

  	
   

  
	
   

  	
    Name:

  	
  David T. Sunderwirth

  
	
   

  	
    Title:

  	
  Vice President

  
						



 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WILLIAM
  E. ZARRETT

  	
   

  
	
   

  	
    Name:

  	
  William E. Zarrett

  
	
   

  	
    Title:

  	
  Managing Director

  
						



 

















 


	
   

  	
  BANK OF TOKYO-MITSUBISHI TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.W.
  RHODES

  	
   

  
	
   

  	
    Name:

  	
  J.W. Rhodes

  
	
   

  	
    Title:

  	
  Vice President

  
						



 

















 


	
   

  	
  BANK ONE, NA as Co-Documentation

  
	
   

  	
  Agent and as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHRISTOPHER C. CAVAIANI

  	
   

  
	
   

  	
    Name:

  	
  Christopher C. Cavaiani

  
	
   

  	
    Title:

  	
  Director

  
						



 

















 


	
   

  	
  CITICORP USA, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GAYLORD
  C. HOLMES

  	
   

  
	
   

  	
    Name:

  	
  Gaylord C. Holmes

  
	
   

  	
    Title:

  	
  Director

  
						



 

















 


	
   

  	
  COMMERZBANK AG, NEW YORK

  AND GRAND CAYMAN BRANCHES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ HARRY P.
  YERGEY

  	
   

  
	
   

  	
    Name:

  	
  Harry P. Yergey

  
	
   

  	
    Title:

  	
  Senior Vice President & Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SUBASH
  R. VISWANATHAN

  	
   

  
	
   

  	
    Name:

  	
  Subash R. Viswanathan

  
	
   

  	
    Title:

  	
  Senior Vice President

  
						



 

















 


	
   

  	
  CREDIT SUISSE FIRST BOSTON

  ACTING THROUGH ITS CAYMEN

  ISLANDS BRANCH

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KARL
  STUDER

  	
   

  
	
   

  	
    Name:

  	
  Karl Studer

  
	
   

  	
    Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ERIK
  BOEHMER

  	
   

  
	
   

  	
    Name:

  	
  Erik Boehmer

  
	
   

  	
    Title:

  	
  Assistant Vice President

  
								



 

















 


	
   

  	
  DVB BANK AG

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES M.
  MORTON

  	
   

  
	
   

  	
    Name:

  	
  James M. Morton

  
	
   

  	
    Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHRISTIAN WULF

  	
   

  
	
   

  	
    Name:

  	
  Christian Wulf

  
	
   

  	
    Title:

  	
  Vice President

  
						



 

















 


	
   

  	
  FIFTH THIRD BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID J.
  HICKS

  	
   

  
	
   

  	
    Name:

  	
  David J. Hicks

  
	
   

  	
    Title:

  	
  Vice President

  
						



 

















 


	
   

  	
  FIRST TENNESSEE BANK NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES H.
  MOORE, JR.

  	
   

  
	
   

  	
    Name:

  	
  James H. Moore, Jr.

  
	
   

  	
    Title:

  	
  Senior Vice President

  
						



 

















 


	
   

  	
  HSBC BANK USA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRYAN
  DEBROKA

  	
   

  
	
   

  	
    Name:

  	
  Bryan DeBroka

  
	
   

  	
    Title:

  	
  Vice President

  
						



 

















 


	
   

  	
  KBC BANK N.V.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT
  SNAUFFER

  	
   

  
	
   

  	
    Name:

  	
  Robert Snauffer

  
	
   

  	
    Title:

  	
  First Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ERIC
  RASKIN

  	
   

  
	
   

  	
    Name:

  	
  Eric Raskin

  
	
   

  	
    Title:

  	
  Vice President

  
								



 

















 


	
   

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ FRANCIS
  W. LUTZ, JR.

  	
   

  
	
   

  	
    Name:

  	
  Francis W. Lutz, Jr.

  
	
   

  	
    Title:

  	
  Vice President

  
						



 

















 


	
   

  	
  KFW

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WOLF
  MUTH

  	
   

  
	
   

  	
    Name:

  	
  Wolf Muth

  
	
   

  	
    Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHRISTIAN KRAMER

  	
   

  
	
   

  	
    Name:

  	
  Christian Kramer

  
	
   

  	
    Title:

  	
  Vice President

  
									



 

















 


	
   

  	
  MELLON BANK, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARK F.
  JOHNSTON

  	
   

  
	
   

  	
    Name:

  	
  Mark F. Johnston

  
	
   

  	
    Title:

  	
  Vice President

  
						



 

















 


	
   

  	
  MERRILL LYNCH BANK USA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LOUIS
  ALDER

  	
   

  
	
   

  	
    Name:

  	
  Louis Alder

  
	
   

  	
    Title:

  	
  Vice President

  
						



 

















 


	
   

  	
  MIZUHO CORPORATE BANK, LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT
  GALLAGHER

  	
   

  
	
   

  	
    Name:

  	
  Robert Gallagher

  
	
   

  	
    Title:

  	
  Vice President & Team Leader

  
						



 

















 


	
   

  	
  MORGAN STANLEY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAAP L.
  TONCKENS

  	
   

  
	
   

  	
    Name:

  	
  Jaap L. Tonckens

  
	
   

  	
    Title:

  	
  Vice President

  
						



 

















 


	
   

  	
  THE NORTHERN TRUST COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ASHISH
  S. BHAGWAT

  	
   

  
	
   

  	
    Name:

  	
  Ashish S. Bhagwat

  
	
   

  	
    Title:

  	
  Vice President

  
						



 

















 


	
   

  	
  REGIONS BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID
  WALLER

  	
   

  
	
   

  	
    Name:

  	
  David Waller

  
	
   

  	
    Title:

  	
  Vice President

  
						



 

















 


	
   

  	
  THE ROYAL BANK OF SCOTLAND PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID
  APPS

  	
   

  
	
   

  	
    Name:

  	
  David Apps

  
	
   

  	
    Title:

  	
  Senior Vice President

  
						



 

















 


	
   

  	
  SUMITOMO MITSUI BANKING

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PETER
  R.C. KNIGHT

  	
   

  
	
   

  	
    Name:

  	
  Peter R.C. Knight

  
	
   

  	
    Title:

  	
  Joint General Manager

  
						



 

















 


	
   

  	
  SUNTRUST BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRYAN W.
  FORD

  	
   

  
	
   

  	
    Name:

  	
  Bryan W. Ford

  
	
   

  	
    Title:

  	
  Director

  
						



 

















 


	
   

  	
  UFJ BANK LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RUSSELL
  BOHNER

  	
   

  
	
   

  	
    Name:

  	
  Russell Bohner

  
	
   

  	
    Title:

  	
  Vice President

  
						



 

















 


	
   

  	
  UNION PLANTERS BANK, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES R.
  GUMMEL

  	
   

  
	
   

  	
    Name:

  	
  James R. Gummel

  
	
   

  	
    Title:

  	
  Senior Vice President

  
						



 

















 


	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  FREDERICK E. BLUMER

  	
   

  
	
   

  	
    Name:

  	
  Frederick E. Blumer

  
	
   

  	
    Title:

  	
  Vice President

  
						



 

















 


SCHEDULE A


 


	
   

  	
   

  	
  Commitment
  Prior

  to the Effectiveness

  of this Agreement

  	
   

  	
  Commitment
  After

  the Effectiveness of

  this Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Extending Lenders:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMMERZBANK
  AG, NEW YORK AND GRAND CAYMAN BRANCHES

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE ROYAL
  BANK OF SCOTLAND PLC

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KBC BANK
  N.V.

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KfW

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MELLON BANK,
  N.A.

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE BANK OF
  NOVA SCOTIA

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUMITOMO
  MITSUI BANKING CORPORATION

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KEYBANK
  NATIONAL ASSOCIATION

  	
   

  	
  $

  	
  7,500,000

  	
   

  	
  $

  	
  7,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MERRILL
  LYNCH BANK USA

  	
   

  	
  $

  	
  7,500,000

  	
   

  	
  $

  	
  7,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MIZUHO
  CORPORATE BANK, LTD.

  	
   

  	
  $

  	
  7,500,000

  	
   

  	
  $

  	
  7,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REGIONS BANK

  	
   

  	
  $

  	
  7,500,000

  	
   

  	
  $

  	
  7,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNIONS
  PLANTERS BANK, N.A.

  	
   

  	
  $

  	
  7,500,000

  	
   

  	
  $

  	
  7,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE BANK OF
  NEW YORK

  	
   

  	
  $

  	
  5,000,000

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DVB BANK AG

  	
   

  	
  $

  	
  5,000,000

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIFTH THIRD
  BANK

  	
   

  	
  $

  	
  5,000,000

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIRST
  TENNESSEE BANK NATIONAL ASSOCIATION

  	
   

  	
  $

  	
  5,000,000

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE NORTHERN
  TRUST COMPANY

  	
   

  	
  $

  	
  5,000,000

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUNTRUST
  BANK

  	
   

  	
  $

  	
  5,000,000

  	
   

  	
  $

  	
  5,000,000

  	
   

  



 

















 


	
  UFJ BANK
  LIMITED

  	
   

  	
  $

  	
  5,000,000

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION

  	
   

  	
  $

  	
  5,000,000

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Assigning Lenders:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMORGAN
  CHASE BANK

  	
   

  	
  $

  	
  24,500,000

  	
   

  	
  $

  	
  17,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANK ONE, NA

  	
   

  	
  $

  	
  17,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANK OF
  TOKYO-MITSUBISHI TRUST COMPANY

  	
   

  	
  $

  	
  17,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANK OF
  AMERICA, N.A.

  	
   

  	
  $

  	
  17,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CITICORP
  USA, INC.

  	
   

  	
  $

  	
  17,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Assignee Lenders:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MORGAN
  STANLEY BANK

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC BANK
  USA

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CREDIT
  SUISSE FIRST BOSTON

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  250,000,000

  	
   

  	
  $

  	
  250,000,000