EX-10 5 ex10-29.txt AMENDED & RESTATED CREDIT AGREEMENT DATED 3-7-03 EXHIBIT 10.29 364-Day Credit Agreement (2003) EXECUTION VERSION ================================================================================ AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 7, 2003 among ALBERTSON'S, INC., BANK OF AMERICA, N.A. as Administrative Agent, BANK ONE, NA, as Syndication Agent, UNION BANK OF CALIFORNIA, N.A. and WELLS FARGO BANK, N.A., as Documentation Agents and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO Arranged by Banc of America Securities LLC, Sole Lead Arranger and Sole Book Manager ================================================================================ Sf-1451502 364-Day Credit Agreement (2003) AMENDED AND RESTATED CREDIT AGREEMENT This Amended and Restated Credit Agreement (this "Agreement") is entered into as of March 7, 2003, among Albertson's, Inc., a Delaware corporation (the "Company"), the several financial institutions from time to time party to this Agreement (individually, a "Bank" and, collectively, the "Banks"), Bank One, NA, as syndication agent (in such capacity, the "Syndication Agent"), Union Bank of California, N.A. and Wells Fargo Bank, N.A., as documentation agents (in such capacity, the "Documentation Agents") and Bank of America, N.A., as administrative agent for itself and the Banks (in such capacity, the "Agent"). WHEREAS, the Company, the Banks party thereto and the Agent entered into a Credit Agreement dated as of March 22, 2000, as amended and restated as of March 15, 2001, and as amended and restated as of March 13, 2002, and as further modified by certain consents effective as of June 14, 2002 and July 5, 2002, respectively, (as in effect as of the date of this Agreement, the "Original Agreement") providing for a 364-day revolving credit facility; and WHEREAS, the parties hereto desire to amend the Original Agreement as set forth herein and to restate the Original Agreement in its entirety to read as set forth in the Original Agreement with the amendments specified below, subject to the terms and conditions of this Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1. Definitions; References; Interpretation. ---------------------------------------- (a) Unless otherwise specifically defined herein, each term used herein (including in the Recitals hereof) which is defined in the Original Agreement shall have the meaning assigned to such term in the Original Agreement. (b) Each reference to "this Agreement", "hereof", "hereunder", "herein" and "hereby" and each other similar reference contained in the Original Agreement, and each reference to "the Credit Agreement" and each other similar reference in the other Loan Documents, shall from and after the Effective Date (as defined in subsection 2) refer to the Original Agreement as amended and restated hereby. (c) The rules of interpretation set forth in Section 1.02 of the Original Agreement shall be applicable to this Agreement. 2. Amendments to Original Agreement. -------------------------------- Subject to the terms and conditions hereof, the Original Agreement is amended as follows, effective as of the date of satisfaction of the conditions set forth in Section 4 (the "Effective Date"): (a) Amendments to Article I of the Original Agreement. -------------------------------------------------- (1) The term "Notes" defined in the Original Agreement shall include from and after the Effective Date the Notes delivered under this Agreement. Sf-1451502 1. 364-Day Credit Agreement (2003) (2) The definition of "Closing Date" is amended in its entirety to provide as follows: "Closing Date" means the date occurring on or before March 7, 2003 on which all conditions precedent set forth in Section 4.01 are satisfied or waived by all Banks (or, in the case of subsection 4.01(e), waived by the Person entitled to receive such payment). (3) The definition of "Revolving Termination Date" is amended in its entirety to provide as follows: "Revolving Termination Date" means the earlier to occur of: (a) March 5, 2004, as the same may be extended from time to time pursuant to Section 2.16; and (b) the date on which the Commitments terminate in accordance with the provisions of this Agreement. (4) The defined term, "Company's 2000 Form 10-K" shall be deleted and a new defined term, "Company's 2001 Form 10-K" shall be added as follows: "Company's 2001 Form 10-K" means the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2002, as filed with the SEC pursuant to the Exchange Act. Accordingly, each reference to "Company's 2000 Form 10-K" in the Original Agreement shall be deemed to refer to "Company's 2001 Form 10-K," and each reference to February 1, 2001 in Sections 1.01, 4.02 and 5.10 of the Original Agreement shall be deemed to refer to January 31, 2002. (b) Amendments to Article V of the Original Agreement. -------------------------------------------------- (1) The two references to "November 1, 2001" in Section 5.10(b) of the Original Agreement shall be deleted and replaced by "October 31, 2002" for each such reference. (c) Amendment to Schedule 2.01 (Amended) of the Original Agreement. --------------------------------------------------------------- Schedule 2.01 (Amended) of the Original Agreement is replaced in its entirety by Schedule 2.01 (Second Amended) of this Agreement. (d) Amendment to Schedule 10.02 (Amended) of the Original Agreement. ---------------------------------------------------------------- Schedule 10.02 (Amended) of the Original Agreement is replaced in its entirety by Schedule 10.02 (Second Amended) of this Agreement. Sf-1451502 2. 364-Day Credit Agreement (2003) 3. Representations and Warranties. ------------------------------- The Company hereby represents and warrants to the Agent and the Banks as follows: (a) No Default or Event of Default has occurred and is continuing (or would result from the amendment of the Original Agreement contemplated hereby). (b) The execution, delivery and performance by the Company of this Agreement and the Original Agreement (as amended and restated by this Agreement) have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable. (c) This Agreement, each Note delivered hereunder and the Original Agreement (as amended and restated by this Agreement) constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms. (d) All representations and warranties of the Company contained in the Original Agreement are true and correct (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date and except that this subsection (d) shall be deemed instead to refer to (x) the last day of the most recent quarter and year for which financial statements have then been delivered; (y) to the most recent Form 10-K and Forms 10-Q filed subsequently thereto by the Company with the SEC, in respect of the representations and warranties made in Section 5.05 of the Original Agreement; and (z) to the most recent Form 10-K filed by the Company with the SEC, in respect of the representations and warranties made in Section 5.10(a) of the Original Agreement). (e) There has occurred since January 31, 2002 (except as disclosed in any public filings since such date), no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect. (f) The Company is entering into this Agreement on the basis of its own investigation and for its own reasons, without reliance upon the Agent and the Banks or any other Person. (g) The Company's obligations under the Original Agreement and under the other Loan Documents are not subject to any defense, counterclaim, set-off, right of recoupment, abatement or other claim. 4. Conditions of Effectiveness. ---------------------------- (a) The effectiveness of Section 2 of this Agreement shall be subject to the satisfaction of each of the following conditions precedent: (1) The Agent shall have received from the Company and each of the Banks (i) a duly executed original (or, if elected by the Agent, an executed facsimile copy) of this Agreement; and (ii) if requested by any Bank, a Note (or replacement Note) substantially in the form of Exhibit I to the Original Agreement. Sf-1451502 3. 364-Day Credit Agreement (2003) (2) The Agent shall have received evidence of payment by the Company of all fees, costs and expenses due and payable as of the Effective Date hereunder and under the Original Agreement, including any costs and expenses payable under Section 7(g) of this Agreement (including the Agent's Attorney Costs, to the extent invoiced on or prior to the Effective Date). (3) The Agent shall have received from the Company a copy of the resolutions passed by the board of directors of the Company, certified as of the Effective Date by the Secretary or an Assistant Secretary of such Person, authorizing the execution, delivery and performance of this Agreement, the Notes to be delivered hereunder and the Original Agreement (as amended and restated by this Agreement). (4) The Agent shall have received an opinion of John R. Sims, Executive Vice President and General Counsel to the Company, dated the Effective Date and addressed to the Agent and the Banks, in form and substance satisfactory to the Agent and each Bank. (5) The Agent shall have received a favorable opinion of Morrison & Foerster LLP, special counsel to the Agent, in form and substance satisfactory to the Agent and each Bank, dated the Effective Date. (6) The Agent shall have received all other documents it or any Bank may reasonably request relating to any matters relevant hereto, all in form and substance satisfactory to the Agent and each Bank. (7) The representations and warranties in Section 3 of this Agreement shall be true and correct on and as of the Effective Date with the same effect as if made on and as of the Effective Date. (b) For purposes of determining compliance with the conditions specified in Section 4(a), each Bank that has executed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter either sent, or made available for inspection, by the Agent to such Bank for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Bank. (c) From and after the Effective Date, the Original Agreement is amended as set forth herein and is restated in its entirety to read as set forth in the Original Agreement with the amendments specified herein, and all outstanding Notes under the Original Agreement shall be superseded and replaced by the Notes delivered under this Agreement. All such previously outstanding Notes will be deemed cancelled upon the occurrence of the Effective Date. The Original Agreement (as amended and restated by this Agreement) is hereby ratified and confirmed in all respects. (d) The Agent will notify the Company and the Banks of the occurrence of the Effective Date. Sf-1451502 4. 364-Day Credit Agreement (2003) > 5. Fees. ----- At Closing, the Company shall pay to the Agent for itself the fees set forth in the Fee Letter dated as of January 27, 2003 by and between the Company, the Lead Arranger and the Agent. 6. Certain Transitional Matters. ----------------------------- On the Effective Date, the Banks party to the Original Agreement, as amended and restated hereby, shall be the Banks listed on the signature pages hereof and shall have the respective Commitments in the amounts set forth in Schedule 2.01 (Second Amended) of this Agreement. Without limiting the generality of the foregoing, on the Effective Date, any Banks party to the Original Agreement not listed on the signature pages hereof shall cease to be parties to the Original Agreement, and each new Bank listed on the signature pages hereof not previously party to the Original Agreement shall be and become a party to the Original Agreement and shall have all of the rights and be obligated to perform all of the obligations of a Bank thereunder with a Commitment in the amount set forth opposite such Bank's name in Schedule 2.01 (Second Amended) of this Agreement. 7. Miscellaneous. -------------- (a) The Company acknowledges and agrees that the execution and delivery by the Agent and the Banks of this Agreement shall not be deemed to create a course of dealing or an obligation to execute similar amendments or provide any waivers or other amendments under the same or similar circumstances in the future. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns. (c) This Agreement shall be governed by and construed in accordance with the law of the State of New York; provided that the Agent and the Banks shall retain all rights arising under Federal law. (d) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Each of the parties hereto understands and agrees that this document (and any other document required herein) may be delivered by any party thereto either in the form of an executed original or an executed original sent by facsimile transmission to be followed promptly by mailing of a hard copy original, and that receipt by the Agent of a facsimile transmitted document purportedly bearing the signature of a Bank or the Company shall bind such Bank or the Company, respectively, with the same force and effect as the delivery of a hard copy original. Any failure by the Agent to receive the hard copy executed original of such document shall not diminish the binding effect of receipt of the facsimile transmitted executed original of such document of the party whose hard copy page was not received by the Agent. (e) This Agreement contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein. This Agreement supersedes all prior drafts and communications with respect hereto. This Agreement may not be amended except in accordance with the provisions of Section 10.01 of the Original Agreement. Sf-1451502 5. 364-Day Credit Agreement (2003) (f) If any term or provision of this Agreement shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Agreement, the Original Agreement or the Loan Documents. (g) The Company agrees to pay or reimburse BofA (including in its capacity as Agent), upon demand, for all reasonable costs and expenses (including reasonable Attorney Costs) incurred by BofA (including in its capacity as Agent) in connection with the development, preparation, negotiation, execution and delivery of this Agreement. [Signature pages follow] Sf-1451502 6. 364-Day Credit Agreement (2003) IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. ALBERTSON'S, INC. By: /s/ John F. Boyd --------------------------------- Name: John F. Boyd Title: Group Vice President & Treasurer Sf-1451502 S-1 364-Day Credit Agreement (2003) BANK OF AMERICA, N.A., as Administrative Agent and as a Bank By: /s/ Dan M. Killian --------------------------------- Name: Dan M. Killian Title: Managing Director Sf-1451502 S-2 364-Day Credit Agreement (2003) BANK ONE, NA as Syndication Agent and as a Bank By: /s/ Steven P. Sullivan --------------------------------- Name: Steven P. Sullivan Title: Director Sf-1451502 S-3 364-Day Credit Agreement (2003) UNION BANK OF CALIFORNIA, N.A. as Documentation Agent and as a Bank By: /s/ Timothy P. Streb --------------------------------- Name: Timothy P. Streb Title: Vice President Sf-1451502 S-4 364-Day Credit Agreement (2003) WELLS FARGO BANK, N.A. as Documentation Agent and as a Bank By: /s/ Mary G. Monroe --------------------------------- Name: Mary G. Monroe Title: Vice President Sf-1451502 S-5 364-Day Credit Agreement (2003) BANK OF OKLAHOMA, N.A. By: /s/ Jane Faulkenberry --------------------------------- Name: Jane Faulkenberry Title: Senior Vice President Sf-1451502 S-6 364-Day Credit Agreement (2003) COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH By: /s/ Ian Reece --------------------------------- Name: Ian Reece Title: Managing Director By: /s/ Jessalyn Peters --------------------------------- Name: Jessalyn Peters Title: Executive Director Sf-1451502 S-7 364-Day Credit Agreement (2003) CREDIT SUISSE FIRST BOSTON CAYMAN ISLANDS BRANCH By: /s/ Bill O'Daly --------------------------------- Name: Bill O'Daly Title: Director By: /s/ Cassandra Droogan --------------------------------- Name: Cassandra Droogan Title: Associate Sf-1451502 S-8 364-Day Credit Agreement (2003) KEYBANK NATIONAL ASSOCIATION By: /s/ Cheryl L. Ebner --------------------------------- Name: Cheryl L. Ebner Title: Senior Vice President Sf-1451502 S-9 364-Day Credit Agreement (2003) MERRILL LYNCH BANK USA By: /s/ Louis Alder --------------------------------- Name: Louis Alder Title: Vice President Sf-1451502 S-10 364-Day Credit Agreement (2003) THE BANK OF NEW YORK By: /s/ Randolph E. J. Medrano --------------------------------- Name: Randolph E. J. Medrano Title: Vice President Sf-1451502 S-11 364-Day Credit Agreement (2003) THE BANK OF NOVA SCOTIA By: /s/ Daryl Hogge --------------------------------- Name: Daryl Hogge Title: Director Sf-1451502 S-12 364-Day Credit Agreement (2003) THE NORTHERN TRUST COMPANY By: /s/ Melissa A. Whitson --------------------------------- Name: Melissa A. Whitson Title: Vice President Sf-1451502 S-13 364-Day Credit Agreement (2003) TCF NATIONAL BANK By: /s/ Russell P. McMinn --------------------------------- Name: Russell P.McMinn Title: Senior Vice President Sf-1451502 S-14 364-Day Credit Agreement (2003) UMB BANK, N.A. By: /s/ David A. Proffitt --------------------------------- Name: David A. Proffitt Title: Senior Vice President Sf-1451502 S-15 364-Day Credit Agreement (2003) WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Anthony D. Braxton --------------------------------- Name: Anthony D. Braxton Title: Director Sf-1451502 S-16 364-Day Credit Agreement (2003) SCHEDULE 2.01 (SECOND AMENDED) COMMITMENTS AND PRO RATA SHARES
BANK COMMITMENT PRO RATA SHARE -------------------------------------------------------------------- -------------- ------------- $50,000,000.00 14.285714286% BANK OF AMERICA, N.A. 45,000,000.00 12.857142857% BANK ONE, NA 40,000,000.00 11.428571429% UNION BANK OF CALIFORNIA, N.A. 40,000,000.00 11.428571429% WELLS FARGO BANK, N.A. 25,000,000.00 7.142857143% MERRILL LYNCH BANK USA 20,000,000.00 5.714285714% THE NORTHERN TRUST COMPANY 20,000,000.00 5.714285714% KEYBANK NATIONAL ASSOCIATION 20,000,000.00 5.714285714% THE BANK OF NOVA SCOTIA 20,000,000.00 5.714285714% CREDIT SUISSE FIRST BOSTON 20,000,000.00 5.714285714% RABOBANK INTERNATIONAL 15,000,000.00 4.285714286% TCF NATIONAL BANK 10,000,000.00 2.857142857% UMB BANK, N.A. 10,000,000.00 2.857142857% BANK OF OKLAHOMA, N.A. 10,000,000.00 2.857142857% THE BANK OF NEW YORK 5,000,000.00 1.428571429% WACHOVIA BANK, NATIONAL ASSOCIATION TOTAL $350,000,000.00 100.000000000%* * [9 DECIMAL PTS.]
sf-1451502 S-2.01 (Second Amended)-1 364-Day Credit Agreement (2003) SCHEDULE 10.02 (SECOND AMENDED) PAYMENT OFFICES; ADDRESSES FOR NOTICES; LENDING ----------------------------------------------- OFFICES ------- COMPANY ------- Address for Notices: Albertson's, Inc. 250 Parkcenter Blvd. Box 20 Boise, Idaho 83726 Attention: Finance Department Telephone: (208) 395-6534 Facsimile: (208) 395-6631 BANK OF AMERICA, N.A., as Agent ---------------------- Notices for Borrowing, Conversions/Continuations, and Payments: Bank of America, N.A. Mail Code: CA4-706-05-09 Agency Services #5596 1850 Gateway Boulevard, 5th Floor Concord, California 94520 Attention: Glenis Croucher, Credit Services Representative Telephone: (925) 675-8382 Facsimile: (888) 969-3315 Other Notices: Bank of America, N.A. Mail Code: TX1-492-14-11 901 Main Street, 14th Floor Dallas, TX 75202 Attention: Jennifer Reeves, Agency Management Officer II Telephone: (214) 209-4125 Facsimile: (214) 290-9507 sf-1451502 S-10.02 (Second Amended)-1 364-Day Credit Agreement (2003) with a copy to: Bank of America, N.A. Portfolio Management - Retail Group Mail Code: TX1-492-66-01 901 Main Street, 64th Floor Dallas, TX 75202 Attention: Daniel M. Killian, Managing Director Telephone: (214) 209-0978 Facsimile: (214) 209-0905 Agent's Payment Office: Bank of America, N.A. ABA No. 111000012 Attention: Agency Administrative Services Unit #5596 Reference: Albertson's, Inc. For credit to Acct. No. 37508-36479 BANK OF AMERICA, N.A., as a Bank ---------------------- Domestic and Offshore Lending Office: (Borrowing Notices, Notices of Conversion/Continuation and Payments) Bank of America, N.A. Mail Code: CA4-706-05-09 Agency Services #5596 1850 Gateway Boulevard, 5th Floor Concord, California 94520 Attention: Glenis Croucher, Credit Services Representative Telephone: (925) 675-8382 Facsimile: (888) 969-3315 All other Notices: Bank of America, N.A. Portfolio Management - Retail Group Mail Code: TX1-492-66-01 901 Main Street, 64th Floor Dallas, TX 75202 Attention: Daniel M. Killian, Managing Director Telephone: (214) 209-0978 Facsimile: (214) 209-0905 sf-1451502 S-10.02 (Second Amended)-2 364-Day Credit Agreement (2003) BANK ONE, NA, as Syndication Agent and as a Bank ------------ Domestic and Offshore Lending Office: Bank One, NA 1 Bank One Plaza IL1-0088 Chicago, Illinois 60670 Attention: Angela Watson Telephone: (312) 732-4398 Facsimile: (312) 732-2715 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Bank One, NA 1 Bank One Plaza IL1-0086 Chicago, Illinois 60670 Attention: Paul E. Rigby, Senior Vice President Telephone: (312) 732-6132 Facsimile: (312) 336-4380 UNION BANK OF CALIFORNIA, N.A., as Documentation Agent and as a Bank ------------------------------ Domestic and Offshore Lending Office: Union Bank of California, N.A. Commercial Customer Service Unit 1980 Saturn Street Monterey Park, California 91755 Attention: Ruby Gonzales Telephone: (323) 720-7055 Facsimile: (323) 724-6198 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Union Bank of California, N.A. 350 California Street, 9th Floor San Francisco, California 94104 Attention: Timothy P. Streb, Vice President Telephone: (415) 705-7021 Facsimile: (415) 705-5085 sf-1451502 S-10.02 (Second Amended)-3 364-Day Credit Agreement (2003) WELLS FARGO BANK, N.A., as Documentation Agent and as a Bank ---------------------- Domestic and Offshore Lending Office: Wells Fargo Bank, N.A. 201 Third Street MAC A0187-081 San Francisco, California 94103 Attention: Ginnie Padgett Telephone: (415) 477-5374 Facsimile: (415) 512-1943 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Wells Fargo Bank, N.A. P.O. Box 7069 MAC U1801-040 Boise, Idaho 94103 Attention: Mary G. Monroe, Vice President & Sr. Relationship Manager Telephone: (208) 393-2106 Facsimile: (208) 393-2472 Secondary Contact: Wells Fargo Bank, N.A. 1300 SW 5th Ave. MAC P6101-076 Portland, OR 97201 Attention: Lisa Larpenteur, Assistant Vice President Telephone: (503) 886-2216 Facsimile: (503) 886-2211 BANK OF OKLAHOMA, N.A. ---------------------- Domestic and Offshore Lending Office: Bank of Oklahoma, N.A. One Williams Center 84 Tulsa, Oklahoma 74172 Attention: Sharon Shannon Telephone: (918) 588-6335 Facsimile: (918) 280-3368 sf-1451502 S-10.02 (Second Amended)-4 364-Day Credit Agreement (2003) Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Bank of Oklahoma, N.A. P.O. Box 2300 Tulsa, Oklahoma 74192 Attention: Jane Faulkenberry, Senior Vice President Telephone: (918) 588-6272 Facsimile: (918) 280-3368 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK --------------------------------------------------------------- INTERNATIONAL", NEW YORK BRANCH ------------------------------- Domestic and Offshore Lending Office: Rabobank International 10 Exchange Place, 16th Floor Jersey City, New Jersey 07302 Attention: Clemencia Stewart Telephone: (201) 499-5245 Facsimile: (201) 499-5328 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Rabobank International 4 Embarcadero Center, Suite 3200 San Francisco, California 94111 Attention: John J. McHugh, Vice President Telephone: (415) 782-9810 Facsimile: (415) 986-8349 CREDIT SUISSE FIRST BOSTON CAYMAN ISLANDS BRANCH ------------------------------------------------ Domestic and Offshore Lending Office: Credit Suisse First Boston Cayman Islands Branch Eleven Madison Avenue New York, New York 10010 Attention: Edward Markowski Telephone: (212) 538-3380 Facsimile: (212) 538-6851 sf-1451502 S-10.02 (Second Amended)-5 364-Day Credit Agreement (2003) Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Credit Suisse First Boston Cayman Islands Branch Eleven Madison Avenue New York, New York 10010 Attention: William O'Daly Telephone: (212) 325-1986 Facsimile: (212) 743-2254 KEYBANK NATIONAL ASSOCIATION ---------------------------- Domestic and Offshore Lending Office: KeyBank National Association 431 E. Parkcenter Blvd. Boise, ID 83706 Attention: Western Loan Services, Specialty Services Telephone: (800) 297-5518 Facsimile: (800) 297-5495 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): KeyBank National Association 601 108th Avenue, N.E., 5th Floor Mailstop: WA-31-18-0512 Bellevue, WA 98004 Attention: Keven D. Smith, Portfolio Manager Telephone: (425) 709-4579 Facsimile: (425) 709-4587 MERRILL LYNCH BANK USA ---------------------- Domestic and Offshore Lending Office: Merrill Lynch Bank USA 15 W. South Temple Suite 300 Salt Lake City, UT 84101 Attention: Frank Stepan Telephone: (801) 526-8316 Facsimile: (801) 359-4667 sf-1451502 S-10.02 (Second Amended)-6 364-Day Credit Agreement (2003) Notices (other than Borrowing Notices and Notices of Conversion/Continuation): Merrill Lynch Bank USA 15 W. South Temple, Suite 300 Salt Lake City, UT 84101 Attention: Butch Alder, VP - Corp. Lending Officer Telephone: (801) 526-8324 Facsimile: (801) 531-7470 THE BANK OF NEW YORK -------------------- Domestic and Offshore Lending Office: The Bank of New York One Wall Street, 8th Floor New York, New York 10286 Attention: Diane Burgess Telephone: (212) 635-1311 Facsimile: (212) 635-1481 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): The Bank of New York One Wall Street, 8th Floor New York, New York 10286 Attention: Randolph E.J. Medrano, Vice President Telephone: (212) 635-6804 Facsimile: (212) 635-1483 THE BANK OF NOVA SCOTIA ----------------------- Domestic and Offshore Lending Office: The Bank of Nova Scotia 600 Peachtree Street, N.E. #2700 Atlanta, Georgia 30308 Attention: Lily Hsieh Telephone: (404) 877-1523 Facsimile: (404) 888-8998 sf-1451502 S-10.02 (Second Amended)-7 364-Day Credit Agreement (2003) Notices (other than Borrowing Notices and Notices of Conversion/Continuation): The Bank of Nova Scotia 888 S.W. 5th Avenue Portland, Oregon 97204 Attention: Daryl Hogge Telephone: (503) 222-4169 Facsimile: (503) 222-5502 THE NORTHERN TRUST COMPANY -------------------------- Domestic and Offshore Lending Office: The Northern Trust Company 50 South LaSalle Chicago, Illinois 60675 Attention: Linda Honda Telephone: (312) 444-3532 Facsimile: (312) 630-1566 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): The Northern Trust Company 50 South LaSalle Chicago, Illinois 60675 Attention: Melissa A. Whitson Telephone: (312) 444-4473 Facsimile: (312) 630-6062 TCF NATIONAL BANK ----------------- Domestic and Offshore Lending Office: TCF National Bank 500 W. Brown Deer Road P.O. Box 170995 Milwaukee, WI 53217-8096 Attention: Sue Binder Telephone: (414)351-8657 Facsimile: (414) 351-8694 sf-1451502 S-10.02 (Second Amended)-8 364-Day Credit Agreement (2003) Notices (other than Borrowing Notices and Notices of Conversion/Continuation): TCF National Bank 500 W. Brown Deer Road P.O. Box 170995 Milwaukee, WI 53217-8096 Attention: Russell P. McMinn, Senior Vice President Telephone: (414) 351-8383 Facsimile: (414) 351-8680 UMB BANK, N.A. -------------- Domestic and Offshore Lending Office: UMB Bank, n.a. 928 Grand Boulevard Kansas City, Missouri 64106 Attention: Vaughnda Ritchie Telephone: (816) 860-7019 Facsimile: (816) 860-7796 Notices (other than Borrowing Notices and Notices of Conversion/Continuation): UMB Bank, n.a. 1010 Grand Boulevard Kansas City, Missouri 64106 Attention: David A. Proffitt, Senior Vice President Telephone: (816) 860-7935 Facsimile: (816) 860-7143 WACHOVIA BANK, NATIONAL ASSOCIATION ----------------------------------- Domestic and Offshore Lending Office: Wachovia Bank, National Association 201 So. College St. CP-17 Charlotte, NC 28288 Attention: Todd Tucker Telephone: (704) 383-0905 Facsimile: (704) 383-7999 sf-1451502 S-10.02(Second Amended)-9 364-Day Credit Agreement (2003) Notices (other than Borrowing Notice and Notices of Conversion/Continuation): Wachovia Bank, National Association 1339 Chestnut Street Philadelphia, PA 19107 Attention: Anthony Braxton, Director Telephone: (267) 321-6606 Facsimile: (267) 321-6700 sf-1451502 S-10.02 (Second Amended)-10 364-Day Credit Agreement (2003)