EX-99.(B)(1) 13 d93617ex99-b1.txt COMMITMENT LETTER Exhibit (b)(1) CONFIDENTIAL September 26, 2001 Temple-Inland Inc. 1300 S. Mopac Expressway Austin, TX 78746 Attention: Randall D. Levy, Chief Financial Officer David W. Turpin, Treasurer $900,000,000 364-DAY TERM LOAN FACILITY COMMITMENT LETTER Ladies and Gentlemen: Citibank, N.A. ("Citibank") is pleased to inform Temple-Inland Inc. (the "Company") of Citibank's commitment to provide the Company with the entire amount of the 364-day term loan facility for an aggregate principal amount of up to $900,000,000 (the "Facility") and to act as Administrative Agent for the Facility, subject to the terms and conditions of this letter and the summary of Terms and Conditions set forth in Annex 1 hereto (collectively, and together with the Fee Letter referred to below, the "Commitment Letter"). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in Annex 1. The proceeds of the Facility will be used solely (i) to fund the acquisition of the Target via a tender offer for all the outstanding equity interests of the Target (the "Acquisition") to be made pursuant to an Agreement and Plan of Merger among the Company, the Target and Merger Sub, (ii) to fund the acquisition of certain debt of the Target pursuant to a debt tender offer, (iii) to repay certain of the Target's existing bank debt and other existing debt and (iv) to pay certain acquisition-related fees and expenses, each as more fully described in Annex 1. SECTION 1. CONDITIONS PRECEDENT. Citibank's commitment hereunder is subject to: (i) the preparation, execution and delivery of mutually acceptable definitive loan documentation (the "Operative Documents"); (ii) our completion of, and satisfaction in all respects with, our due diligence investigation of the business, condition (financial or otherwise), operations, performance, properties, prospects and material contracts of the Company and the Company and its subsidiaries, taken as a whole, and the Target and its subsidiaries, taken as a whole; (iii) the absence of (A) any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company or the Company and its subsidiaries, taken as a whole, or any of its operating subsidiaries or the Target and its subsidiaries, taken as a whole, since December 31, 2000, and (B) any circumstance, change or condition in the loan syndication, financial, banking or 1 capital markets generally that, in the judgment of Salomon Smith Barney Inc. ("SSBI", and together with Citibank, "Citi/SSBI"), would materially impair the syndication of the Facility; (iv) the recommendation of the Acquisition by the Target's board of directors; (v) the Company's long-term senior unsecured debt rating being no lower than BBB- and Baa3 by Standard & Poor's and Moody's, respectively; (vi) the accuracy and completeness in all material respects of all representations made by the Company to Citibank and all information that the Company furnishes to Citibank; (vii) the Company's compliance with the terms of this Commitment Letter; (viii) the payment in full of all fees, expenses and other amounts payable under this Commitment Letter; (ix) Citi/SSBI having received evidence reasonably satisfactory to it that all conditions to the purchase of Target Debt shall have been satisfied without giving effect to any waiver or amendment thereof not approved by the Lenders, and, in any event, the Company having received acceptances for payment of a sufficient amount of the Target Debt pursuant to the Debt Tender to permit Merger Sub to amend the Target Debt covenants without the vote of any other holders of the Target Debt; and (x) Citi/SSBI having received evidence reasonably satisfactory to it that all conditions to the purchase of Shares pursuant to the Equity Tender shall have been satisfied without giving effect to any waiver or amendment thereof not approved by the Lenders, and, in any event, the Company having received acceptances for purchase of no less than 2/3 of the Shares. SECTION 2. COMMITMENT TERMINATION. Citibank's commitment hereunder will terminate on the earlier of (a) the date the Operative Documents become effective and (b) December 28, 2001. Before such date, Citibank may terminate its commitment hereunder if any event occurs or information becomes available that, in its reasonable judgment, results or is likely to result in the failure to satisfy any condition set forth in Section 1. SECTION 3. SYNDICATION. After initial funding under the Operative Documents, Citibank reserves the right to syndicate all or a portion of its commitment to one or more other financial institutions identified by SSBI and reasonably acceptable to the Company that will become parties to the Operative Documents pursuant to a syndication to be managed exclusively by SSBI (the financial institutions becoming parties to the Operative Documents being collectively referred to herein as the "Lenders"). SSBI will manage all aspects of the syndication in consultation with the Company, including the timing of all offers to potential Lenders, the determination of the amounts offered to potential Lenders, the acceptance of commitments of the Lenders and the compensation to be provided to the Lenders. The Company shall take all action as SSBI may reasonably request to assist SSBI in forming a syndicate acceptable to SSBI and the Company. The Company's assistance in forming such a syndicate shall include but not be limited to (i) making senior management and representatives of the Company and the Target available to 2 participate in information meetings with potential Lenders at such times and places as SSBI may reasonably request; (ii) using the Company's best efforts to ensure that the syndication efforts benefit from the Company's and the Target's lending relationships; and (iii) providing SSBI with all information reasonably deemed necessary by it to successfully complete the syndication, which shall include projections and pro forma information. To ensure an effective syndication of the Facility, the Company agrees that until the earlier of (i) termination of the syndication (as determined by SSBI) or (ii) 150 days after initial funding under Operative Documents, the Company will not, and will not permit any of its affiliates to, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility or debt security (including any renewals thereof) in the commercial bank market, without the prior written consent of SSBI not to be unreasonably withheld; provided, however, that the foregoing shall not limit the Company's ability to issue commercial paper, other short-term debt under programs currently in place, equity or public debt securities. Citibank will act as the sole Administrative Agent for the Facility and SSBI will act as Sole Arranger, Book Manager and Syndication Agent. No additional agents, co-agents or arrangers will be appointed, or other titles conferred, without the consent of SSBI and Citibank. SECTION 4. FEES. In addition to the fees described in Annex I, the Company shall pay the non-refundable fees set forth in that certain letter agreement dated the date hereof (the "Fee Letter") between the Company and Citi/SSBI. The terms of the Fee Letter are an integral part of Citibank's commitment hereunder and constitute part of this Commitment Letter for all purposes hereof. SECTION 5. INDEMNIFICATION. The Company shall indemnify and hold harmless Citi/SSBI, each Lender and each of their respective affiliates and each of their respective officers, directors, employees, agents, advisors and representatives (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnified Party (including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case arising out of or in connection with or by reason of this Commitment Letter or the Operative Documents or the transactions contemplated hereby or thereby or any actual or proposed use of the proceeds of the Facility, except to the extent such claim, damage, loss, liability or expense resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, any of its directors, security holders or creditors, 3 an Indemnified Party or any other person or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnified Party shall have any liability (whether in contract, tort or otherwise) to the Company or any of its security holders or creditors for or in connection with the transactions contemplated hereby, except for direct damages (as opposed to special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings)) resulting from such Indemnified Party's gross negligence or willful misconduct. SECTION 6. COSTS AND EXPENSES. The Company shall pay, or reimburse Citi/SSBI on demand for, all reasonable out-of-pocket costs and expenses incurred by Citi/SSBI (whether incurred before or after the date hereof) in connection with the Facility and the preparation, negotiation, execution and delivery of this Commitment Letter, including, without limitation, the reasonable fees and expenses of counsel, regardless of whether any of the transactions contemplated hereby are consummated. The Company shall also pay all costs and expenses of Citi/SSBI (including, without limitation, the reasonable fees and disbursements of counsel) incurred in connection with the enforcement of any of its rights and remedies hereunder. SECTION 7. CONFIDENTIALITY. By accepting delivery of this Commitment Letter, the Company agrees that this Commitment Letter is for the Company's confidential use only and that neither its existence nor the terms hereof will be disclosed by the Company to any person other than the Company's officers, directors, employees, accountants, attorneys and other advisors, and then only on a confidential and "need to know" basis in connection with the transactions contemplated hereby; provided, however, that (i) following its acceptance hereof, the Company may disclose this letter (but not the Fee Letter or the contents thereof) to the Target on a confidential basis in connection with the Acquisition and (ii) the Company may make such other public disclosures of the terms and conditions hereof as the Company is required by law, in the opinion of the Company's counsel, to make (it being understood that this Section 7 shall not apply to this Commitment Letter and the terms hereof to the extent this Commitment Letter and such terms are disclosed in any public filing pursuant to clause (ii) of this Section 7). SECTION 8. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants that (i) all information that has been or will hereafter be made available to Citi/SSBI, any Lender or any potential Lender by the Company or any of its affiliates or representatives in connection with the transactions contemplated hereby does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made and (ii) all financial projections that have been or will be prepared by the Company and made available to Citi/SSBI, any Lender or any potential Lender have been or will be prepared in good faith based upon reasonable assumptions (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the 4 Company's control and that no assurance can be given that the projections will be realized). The Company agrees to supplement the information and projections from time to time until the Operative Documents become effective so that the representations and warranties contained in this paragraph remain correct. In accepting this Commitment Letter, you acknowledge that Citi/SSBI is entitled to rely on the accuracy of the information furnished to it by or on behalf of the Company and its affiliates and representatives without responsibility for independent verification thereof. SECTION 9. NO THIRD PARTY RELIANCE, ETC. The agreements of Citi/SSBI hereunder and of any Lender that issues a commitment to provide financing under the Facility are made solely for the benefit of the Company and may not be relied upon or enforced by any other person. Please note that those matters that are not covered or made clear herein are subject to mutual agreement of the parties. The Company may not assign or delegate any of its rights or obligations hereunder without Citi/SSBI's prior written consent. This Commitment Letter may not be amended or modified except in a written agreement signed by all parties hereto. This Commitment Letter is not intended to create a fiduciary relationship among the parties hereto. The Company should be aware that Citi/SSBI and/or one or more of its affiliates may be providing financing or other services to parties whose interests may conflict with the Company's interests, including with respect to the transactions contemplated hereby. Consistent with Citi/SSBI's longstanding policy to hold in confidence the affairs of its customers, neither Citi/SSBI nor any of its affiliates will furnish confidential information obtained from the Company to any of Citi/SSBI's other customers. Furthermore, neither Citi/SSBI nor any of its affiliates will make available to the Company confidential information that Citi/SSBI obtained or may obtain from any other customer. SECTION 10. GOVERNING LAW, ETC. This Commitment Letter shall be governed by, and construed in accordance with, the law of the State of New York. This Commitment Letter sets forth the entire agreement between the parties with respect to the matters addressed herein and supersedes all prior communications, written or oral, with respect hereto. This Commitment Letter may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original and all of which, taken together, shall constitute one and the same Commitment Letter. Delivery of an executed counterpart of a signature page to this Commitment Letter by telecopier shall be as effective as delivery of an original executed counterpart of this Commitment Letter. Sections 3 through 8, 10 and 11 hereof shall survive the termination of Citibank's commitment hereunder. SECTION 11. WAIVER OF JURY TRIAL. Each party hereto irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter or the transactions contemplated hereby or the actions of the parties hereto in the negotiation, performance or enforcement hereof. 5 Please indicate the Company's acceptance of the terms hereof by signing the enclosed copy of this Commitment Letter and the Fee Letter and returning them to Robert Danziger, Vice President, Salomon Smith Barney Inc., 390 Greenwich Street, New York, New York 10013 (fax: 212 723-8548 at or before 5:00 pm (New York City time) on September 27, 2001, the time at which Citibank's commitment hereunder (if not so accepted prior thereto) will terminate. If the Company elects to deliver this Commitment Letter by telecopier, please arrange for the executed original to follow by next-day courier. Very truly yours, SALOMON SMITH BARNEY INC. By /s/ Stephen R. Sellhausen ---------------------------- Name: Stephen R. Sellhausen Title: Managing Director CITIBANK, N.A. By /s/ Stephen R. Sellhausen ---------------------------- Name: Stephen R. Sellhausen Title: Managing Director ACCEPTED AND AGREED On September 26, 2001 TEMPLE-INLAND INC. By /s/ David W. Turpin ---------------------- Name: David W. Turpin Title: Treasurer CONFIDENTIAL ANNEX 1 TEMPLE-INLAND INC. $900,000,000 364-DAY TERM LOAN FACILITY SUMMARY OF TERMS AND CONDITIONS BORROWER: Temple-Inland Inc. (the "Borrower") ADMINISTRATIVE AGENT: Citibank, N.A. ("Citibank") will serve as the sole administrative agent (the "Agent") for a syndicate of financial institutions (the "Lenders") acceptable to the Borrower and Citibank and arranged by Arranger (as defined below). ARRANGER: Salomon Smith Barney Inc. ACQUISITION: The Borrower will, through a wholly owned special purpose subsidiary ("Merger Sub") of Inland Container Corporation I, which is a wholly owned subsidiary of the Borrower, acquire (the "Acquisition") all the outstanding capital stock of a Delaware corporation identified as "Cubs" (the "Target") pursuant to an agreement and plan of merger (the "Merger Agreement") to be entered into by the Borrower, Merger Sub and the Target. The Merger Agreement will provide for: 1. (a) tender offers (collectively, the "Debt Tender") to be made by Inland Container Corporation I for all outstanding Senior Notes and Subordinated Notes of the Target (the "Target Debt") at an aggregate purchase price separately disclosed to Citibank and (b) a tender offer (the "Equity Tender") to be made by Merger Sub for all the issued and outstanding capital stock of the Target (the "Shares") at a purchase price of approximately $1.80 per Share in cash; and 2. a merger (the "Merger") of Merger Sub and the Target in which, subject to stockholders' dissenter rights, each Share not tendered in the Equity Tender would be converted into a right to receive $1.80 per Share in cash. In connection with the Acquisition, the Target will repay all amounts, subject to limited exceptions to be agreed upon, outstanding under, and terminate the commitments in respect of, the Target's existing bank debt and other existing debt totaling an amount separately disclosed to Citibank. AMOUNT: Up to $900,000,000. ANNEX 1 FACILITY DESCRIPTION: $900,000,000 364-Day Term Loan Facility (the "Facility"). PURPOSE: The proceeds of the Facility will be used solely (a) to pay the cash consideration payable in the Acquisition, (b) to pay the cash consideration payable in the Debt Tender, (c) to repay certain of the Target's existing bank debt and other existing debt and (d) to pay related fees and expenses in connection with the Acquisition and the transactions contemplated hereby. CURRENCY: U.S. Dollars. AVAILABILITY: Loans under the Facility will be available in not more than seven drawings during the 120-day period beginning on and including the date on which the Acquisition is consummated (the "Closing Date"). Amounts repaid under the Facility may not be reborrowed. INTEREST RATES: Interest will be payable on the loans under the Facility at LIBOR (to be defined) per annum plus the Applicable Margin as set forth in the pricing and fee grid on Schedule I hereto. FACILITY FEE: As set forth in the pricing and fee grid on Schedule I hereto. A per annum fee calculated on a 360-day basis payable on each Lender's commitment irrespective of usage and payable quarterly in arrears. UTILIZATION FEE: As set forth in the pricing and fee grid on Schedule 1 hereto. A per annum fee calculated on a 360-day basis payable on each Lender's drawn commitments and payable quarterly in arrears. MATURITY AND REPAYMENT: The Facility will mature on the date 364 days after the Closing Date (the "Maturity Date") and full and final repayment of the Facility shall be due on the Maturity Date. SECURITY: (a) The Facility shall be secured by first-priority pledges of all the (i) capital stock of Merger Sub, (ii) capital stock of the Target acquired pursuant to the Equity Tender and (iii) debt securities acquired pursuant to the Debt Tender. (b) In addition, up to $250,000,000 of the Facility shall be secured by a first-priority lien on certain assets (the "Specified Assets", and together with the capital stock and debt securities referred to in paragraph (a) above, the "Collateral") of the Borrower or its subsidiaries pursuant to security arrangements satisfactory to the Agent, it being understood that such assets shall be satisfactory to the Agent and shall have an aggregate fair market value of no less than $300,000,000. The amount obligations secured by the Specified Assets shall be reduced on a dollar-for-dollar basis by the amount of any prepayments, whether voluntary or mandatory. -2- ANNEX 1 CONDITIONS PRECEDENT TO CLOSING: Usual for facilities and transactions of this type, those specified below and others to be reasonably specified by Citibank, including but not limited to: 1. Execution and delivery of the Merger Agreement. Citibank shall be reasonably satisfied with all material terms and conditions of the Merger Agreement and all agreements entered into in connection therewith and with the terms of the Equity Tender and the Debt Tender and with (a) the corporate and capital structure of the Borrower and its subsidiaries after giving effect to the Acquisition and (b) all legal, tax and accounting matters relating to the Acquisition. 2. Consummation, or consummation simultaneously with the closing of the Facility, of the Acquisition in accordance with applicable laws and the Merger Agreement. All conditions to the purchase of the Target Debt in the Debt Tender shall have been satisfied and the Debt Tender shall have been consummated in accordance with its terms without giving effect to any waiver or amendment thereof not approved by the Lenders, and, in any event, the Borrower shall have received acceptances for payment of a sufficient amount of the Target Debt pursuant to the Debt Tender to permit Merger Sub to amend the Target Debt covenants without the vote of any other holders of the Target Debt. All conditions for the purchase of Shares in the Equity Tender shall have been satisfied and the Equity Tender shall have been consummated in accordance with its terms without giving effect to any waiver of amendment thereof not approved by the Lenders, and, in any event, the Borrower shall have received acceptances for purchase of no less than 2/3 of the Shares. 3. All requisite governmental authorities and third parties shall have approved or consented to the Acquisition and the other transactions contemplated hereby to the extent required. All applicable appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that has a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Acquisition or the other transactions contemplated hereby. -3- ANNEX 1 4. Satisfactory completion of due diligence by Citibank. 5. Evidence reasonably satisfactory to Citibank that, after giving effect to the Acquisition and the other transactions contemplated hereby, the Borrower and its subsidiaries shall have no outstanding indebtedness or preferred stock other than (a) the loans under the Facility, (b) indebtedness of the Borrower and its subsidiaries (prior to giving effect to the Acquisition and the other transactions contemplated hereby) that is disclosed in public filings and (c) other indebtedness to be agreed upon. 6. The granting of, in favor of the Agent for the benefit of the Lenders, first-priority perfected security interests in the Collateral. 7. Other conditions precedent usual for facilities and transactions of this type including but not limited to delivery of satisfactory legal opinions; audited financial statements and other financial information, including pro forma financial statements and projections; accuracy of representations and warranties; absence of defaults, prepayment events or creation of liens under debt instruments as a result of the transactions contemplated hereby; evidence of authority; consents of all persons; compliance with applicable laws and regulations (including ERISA, margin regulations and environmental laws); and absence of any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the Borrower and its subsidiaries, taken as a whole, or any of its operating subsidiaries or the Target and its subsidiaries, taken as a whole, since December 31, 2000. VOLUNTARY PREPAYMENTS: Voluntary prepayments will be permitted in whole or in part, at the option of the Borrower, in minimum principal amounts to be agreed upon, without premium or penalty. MANDATORY PREPAYMENT AND REDUCTION: Loans under the Facility shall be prepaid with 100% of the net cash proceeds of (a) issuances of equity securities and debt obligations of the Borrower and its subsidiaries, including the Target and its subsidiaries, subject to limited exceptions to be agreed upon, and (b) all non-ordinary-course asset sales or other dispositions of property of the Borrower and its subsidiaries (including insurance and condemnation proceeds), subject to limited exceptions to be agreed upon. CONDITIONS TO BORROWING: Usual for facilities and transactions of this type, including but not limited to no defaults, no material adverse change and accuracy of representations and warranties in all material respects. REPRESENTATIONS AND Substantially similar to the Borrower's WARRANTIES: existing Credit Agreement dated May 14, 2001 (the "Existing Credit Agreement"), for the -4- ANNEX 1 Borrower and its subsidiaries including but not limited to: 1. financial condition; 2. no material adverse change; 3. corporate existence and compliance with law; 4. corporate power, authorization and enforceable obligations; 5. no violation of law or material contracts, no requirement for creation or imposition of Liens; 6. no material litigation; 7. no default; 8. ownership of property free from Liens; 9. taxes; 10. compliance with ERISA; 11. environmental matters; 12. labor matters; and 13. accuracy of information provided. FINANCIAL COVENANTS: 1. Ratio of (a) Consolidated EBITDDA (as defined in the Existing Credit Agreement) to (b) Consolidated Interest Expense (as defined in the Existing Credit Agreement) for any period of four consecutive fiscal quarters ending on or after the Closing Date, shall not be less than 3.0:1.0. 2. Ratio of (a) Total Funded Indebtedness (as defined in the Existing Credit Agreement) to (b) Total Capitalization (as defined in the Existing Credit Agreement) for any period ending on or after the Closing Date shall not be more than 0.60:1.0. AFFIRMATIVE COVENANTS: Substantially similar to the Existing Credit Agreement (to be applicable to the Borrower and its subsidiaries) including but not limited to: 1. delivery of financial statements; 2. delivery of certificates and other information; 3. payment of obligations; 4. conduct of business and maintenance of existence; 5. maintenance of property and insurance; 6. keeping books and records and availability for inspection; 7. delivery of notices; 8. compliance with environmental laws; and 9. compliance with laws and material contractual obligations. -5- ANNEX 1 NEGATIVE COVENANTS: Substantially similar to the Existing Credit Agreement (to be applicable to the Borrower and its subsidiaries) including but not limited to: 1. limitation on liens; 2. limitation on sale or disposition of assets; 3. limitation on consolidation and mergers; 4. transactions with affiliates; 5. use of proceeds; 6. restrictions on Borrower's subsidiaries; 7. sale/leaseback transactions; 8. accounting changes; and 9. incurrence of Subsidiary debt. EVENTS OF DEFAULT: Substantially similar to the Existing Credit Agreement (to be applicable to the Borrower and its subsidiaries) including but not limited to: 1. nonpayment of principal or interest; 2. incorrect representation or warranty in any material respect; 3. default under any material agreement; 4. violation of covenants; 5. cross default and cross acceleration; 6. bankruptcy etc; 7. ERISA; 8. material judgments; and 9. change in control. COST AND YIELD PROTECTION: Substantially similar to the Existing Credit Agreement. ASSIGNMENTS AND PARTICIPATIONS: Substantially similar to the Existing Credit Agreement. EXPENSES AND INDEMNIFICATION: Substantially similar to the Existing Credit Agreement. COUNSEL FOR THE ARRANGER AND THE Cravath, Swaine & Moore. AGENT: GOVERNING LAW AND FORUM: New York. -6- ANNEX 1 SCHEDULE I TO SUMMARY OF TERMS AND CONDITIONS TEMPLE-INLAND, INC. $900,000,000 364-DAY TERM LOAN FACILITY PRICING AND FEE GRID
LEVEL 1 LEVEL 2 LEVEL 3 BASIS FOR PRICING OR LT Senior Unsecured LT Senior Unsecured LT Senior Unsecured FEE Debt Rated At Least Debt Rated Less Than Debt Rated Less Than A- By Standard & Level 1 But At Least Level 2 But At Least Poor's And A3 By BBB+ By Standard & BBB By Standard & Moody's. Poor's And Baa1 By Poor's And Baa2 By Moody's. Moody's. FACILITY FEE (1) 15.0 20.0 25.0 APPLICABLE MARGIN 47.5 67.5 100.0 UTILIZATION FEE 25.0 25.0 25.0 FULLY DRAWN COST(2) 87.5 112.5 150.0 LEVEL 4 LEVEL 5 BASIS FOR PRICING OR LT Senior Unsecured LT Senior Unsecured Debt FEE Debt Rated Less Than Rated BB+/Ba1 or lower. Level 3 But At Least BBB- By Standard & Poor's And Baa3 By Moody's. FACILITY FEE (1) 30.0 37.5 APPLICABLE MARGIN 132.5 175.0 UTILIZATION FEE 37.5 37.5 FULLY DRAWN COST(2) 200.0 250.0
(1) Paid quarterly in arrears on each bank's commitment irrespective of usage. (2) Facility Fee plus Applicable Margin plus Utilization Fee. Amounts in basis points per annum -7-