-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CpVxl/L2jqdYYeYO9OS0lPKagX2TkuW7JbqOhx5RVjkGN/vC7qojmGPOCkv5NtIG 7MLz6doHkHmSRo/wEtX7IA== 0001171520-05-000140.txt : 20050322 0001171520-05-000140.hdr.sgml : 20050322 20050322132532 ACCESSION NUMBER: 0001171520-05-000140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050321 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050322 DATE AS OF CHANGE: 20050322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATTS WATER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000795403 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 042916536 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11499 FILM NUMBER: 05696254 BUSINESS ADDRESS: STREET 1: 815 CHESTNUT ST CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 9786881811 MAIL ADDRESS: STREET 1: 815 CHESTNUT STREET CITY: NORTH ANDOVER STATE: MA ZIP: 01845 FORMER COMPANY: FORMER CONFORMED NAME: WATTS INDUSTRIES INC DATE OF NAME CHANGE: 19920703 8-K 1 eps1774.txt WATTS WATER TECHNOLOGIES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 21, 2005 ----------------------------- Watts Water Technologies, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-11499 04-2916536 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 815 Chestnut Street North Andover, Massachusetts 01845 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (978) 688-1811 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement On March 21, 2005, Watts Water Technologies, Inc. (the "Company") and certain subsidiaries of the Company entered into Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement (the "Amendment"), with respect to its Credit Agreement, dated September 23, 2004, among the Company, certain subsidiaries of the Company who became borrowers under the Credit Agreement, Bank of America, N.A. as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, JPMorgan Chase Bank and Wachovia Bank, National Association, as Syndication Agents, KeyBank, National Association and SunTrust Bank, as Documentation Agents, and the other lenders referred to therein (the "Credit Agreement") and the related Guaranty delivered to Bank of America, N.A., as Administrative Agent, on September 23, 2004 in connection with the Credit Agreement (the "Guaranty Agreement"). Under the terms of the Amendment, the foreign subsidiaries of the Company party to the Credit Agreement and the Guaranty Agreement shall not be guarantors of the obligations of the Company or domestic subsidiaries of the Company under the Credit Agreement and are required to be guarantors of only the obligations of the Company's foreign subsidiaries under the Credit Agreement. Item 9.01 Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description ----------- ----------- 10.1 Credit Agreement, dated as of September 23, 2004, among Watts Water Technologies, Inc., certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, and the several financial institutions party thereto from time to time. (1) 10.2 Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement, dated as of March 21, 2005, by and among Watts Water Technologies, Inc., certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, and the several financial institutions party thereto from time to time. - ---------- (1) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed November 5, 2004 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WATTS WATER TECHNOLOGIES, INC. Date: March 22, 2005 By: /s/ Kenneth R. Lepage ---------------------------- Name: Kenneth R. Lepage Title: Assistant General Counsel and Assistant Secretary EXHIBIT INDEX Exhibit No. Description ----------- ----------- 10.1 Credit Agreement, dated as of September 23, 2004, among Watts Water Technologies, Inc., certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, and the several financial institutions party thereto from time to time. (1) 10.2 Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement, dated as of March 21, 2005, by and among Watts Water Technologies, Inc., certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, and the several financial institutions party thereto from time to time. - ---------- (1) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed November 5, 2004 EX-10.2 2 ex10-2.txt Exhibit 10.2 EXECUTION COPY AMENDMENT NO. 1 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO GUARANTY AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO GUARANTY AGREEMENT (this "Amendment") is being executed and delivered as of March 21, 2005 by and among Watts Water Technologies, Inc., a Delaware corporation (the "Company"), Watts Industries Europe B.V., a private company with limited liability organized under the laws of The Netherlands (the "Initial Designated Borrower"), each of the Subsidiary Guarantors named as signatories hereto, the several financial institutions from time to time party to the Credit Agreement referred to and defined below (collectively, the "Lenders") and Bank of America, N.A. ("Bank of America"), as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Undefined capitalized terms used herein shall have the meanings ascribed to such terms in such Credit Agreement as defined below. W I T N E S S E T H: WHEREAS, the Company, the Initial Designated Borrower, the Lenders and the Administrative Agent have entered into that certain Credit Agreement dated as of September 23, 2004 (the "Credit Agreement"), pursuant to which, among other things, the Lenders have agreed to provide, subject to the terms and conditions contained therein, certain loans and other financial accommodations to or for the benefit of the Company and the Initial Designated Borrower; WHEREAS, the Company, the Initial Designated Borrower and certain Subsidiaries of the Company have executed that certain Guaranty Agreement, dated as of September 23, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the "Guaranty Agreement"), in favor of the Administrative Agent; WHEREAS, pursuant to Section 2.14(c) of the Credit Agreement, the Initial Designated Borrower has (i) agreed to be jointly and severally liable for the Obligations of the Company and each other Designated Borrower and (ii) executed the Guaranty Agreement, pursuant to which the Initial Designated Borrower provided an unconditional guaranty of the Obligations of the Company and each other Designated Borrower; WHEREAS, pursuant to Section 6.15 of the Credit Agreement, Watts Cazzaniga S.p.A., a private company with limited liability organized under the laws of Italy ("Watts Cazzaniga"), Watts Londa S.p.A., a private company with limited liability organized under the laws of Italy ("Watts Londa"), Watts Intermes S.r.l., a private company with limited liability organized under the laws of Italy ("Watts Intermes"), and Giuliani Anello S.r.l., a private company with limited liability organized under the laws of Italy ("Giuliani Anello" and, collectively with Watts Cazzaniga, Watts Londa and Watts Intermes, the "Foreign Subsidiary Guarantors"), executed Supplements to the Guaranty Agreement, dated as of November 19, 2004, pursuant to which the Foreign Subsidiary Guarantors provided an unconditional guaranty of the Obligations of the Company and the Designated Borrowers; and WHEREAS, the Company, the Initial Designated Borrower and the Foreign Subsidiary Guarantors have requested that that Lenders and the Administrative Agent, and subject to the terms and conditions set forth herein, the Lenders and the Administrative Agent have agreed to, (i) amend the Credit Agreement to provide that Designated Borrowers that are Foreign Subsidiaries of the Company (such Designated Borrowers, "Foreign Designated Borrowers") shall be required to deliver an unconditional guaranty only of the Obligations of Foreign Designated Borrowers and (ii) amend the Guaranty Agreement to provide that Foreign Subsidiaries of the Company party thereto shall provide an unconditional guaranty only of Obligations of Foreign Designated Borrowers; NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Company, the Initial Designated Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent, such parties hereby agree as follows: 1. Amendment to Credit Agreement. Subject to the satisfaction of each of the conditions set forth in Paragraph 3 of this Amendment, the Credit Agreement is hereby amended as follows: (a) The Credit Agreement is hereby amended to delete the first sentence of Section 2.03(i) thereof in its entirety and to replace such sentence with the following sentence: Each Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, in Dollars, a Letter of Credit fee (the "Letter of Credit Fee") for each Letter of Credit issued at the request of such Borrower equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit. (b) Section 2.03(j) of the Credit Agreement is hereby amended to (i) delete therefrom the phrase: "The Borrowers shall, jointly and severally, pay directly to the L/C Issuer for its own account, in Dollars, a fronting fee with respect to each Letter of Credit" and insert therefor the following phrase: "Each Borrower shall pay directly to the L/C Issuer for its own account, in Dollars, a fronting fee with respect to each Letter of Credit issued at the request of such Borrower" and (ii) delete therefrom the phrase "In addition, the Borrowers shall, jointly and severally, pay directly to the L/C Issuer for its own account, in Dollars" and insert therefor the following phrase: "In addition, each Borrower shall pay directly to the L/C Issuer for its own account, in Dollars, with respect to each Letter of Credit issued at the request of such Borrower". (c) The Credit Agreement is hereby amended to delete Section 2.14(c) thereof in its entirety and to replace such provision with the following provision: "(c) Concurrently with the delivery of each Designated Borrower Request and Assumption Agreement, the related Applicant Borrower shall execute and deliver to the Administrative Agent a counterpart of the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate in order for such Subsidiary to provide an unconditional guaranty of the Obligations of each other Borrower (in the case of any Designated Borrower that is a Domestic Subsidiary of the Company) or each other Foreign Designated Borrower (in the case of any Designated Borrower that is a Foreign Subsidiary of the Company), in form, content and scope reasonably satisfactory to the Administrative Agent." 2 (d) Section 6.15 of the Credit Agreement is hereby amended to delete therefrom the phrase "unconditional guaranty of the Obligations of the Borrowers" and insert therefor the following phrase: "unconditional guaranty of the Obligations of the each Designated Borrower that is a Foreign Subsidiary of the Company". 2. Amendments to Guaranty Agreement. Subject to the satisfaction of each of the conditions set forth in Paragraph 3 of this Amendment, the Guaranty Agreement is hereby amended as follows: (a) The Guaranty Agreement is hereby amended to delete the last preliminary statement thereto in its entirety and to replace such statement with the following statement: "WHEREAS, in order to induce Administrative Agent and Lenders to enter into the Credit Agreement and other Loan Documents and to induce Lenders to make the Loans and other financial accommodations as provided for in the Credit Agreement, (i) the Company, each Designated Borrower that is a Domestic Subsidiary of the Company (each such Designated Borrower, a "Domestic Designated Borrower") and each Subsidiary Guarantor that is a Domestic Subsidiary of the Company (such Subsidiary Guarantors, together with the Company and the Domestic Designated Borrowers, the "Domestic Guarantors") have agreed to guarantee payment of the Obligations of all of the Borrowers and (ii) each Designated Borrower that is a Foreign Subsidiary of the Company (each such Designated Borrower, a "Foreign Designated Borrower") and each Subsidiary Guarantor that is a Foreign Subsidiary of the Company (such Subsidiary Guarantors, together with the Foreign Designated Borrowers, the "Foreign Guarantors") have agreed to guarantee payment of the Obligations of all of the Foreign Designated Borrowers;" (b) Section 1 of the Guaranty Agreement is hereby amended to delete the first sentence thereof in its entirety and to replace such sentence with the following provision: "Each Domestic Guarantor hereby, jointly and severally, absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future Obligations of all of the Borrowers to the Administrative Agent, the Lenders, the L/C Issuer and the Affiliates of the foregoing to whom Obligations are owed, and the respective successors, endorsees, transferees and assigns of each of the foregoing (each a "Holder of Obligations" and collectively the "Holders of Obligations") (including all renewals, extensions and modifications thereof and all costs, reasonable attorneys' fees and expenses incurred by the Holders of Obligations in connection with the collection or enforcement thereof) (collectively, the "Guaranteed Obligations"). Each Foreign Guarantor hereby, jointly and severally, absolutely and unconditionally guarantees, 3 as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future Obligations of all of the Foreign Designated Borrowers to the Holders of Obligations (including all renewals, extensions and modifications thereof and all costs, reasonable attorneys' fees and expenses incurred by the Holders of Obligations in connection with the collection or enforcement thereof) (collectively, the "Guaranteed Foreign Obligations"; it being understood that all references to the "Guaranteed Obligations" herein (except in the first sentence of Section 10, in which instance the reference to "Guaranteed Obligations" shall refer to all existing and future Obligations of all of the Borrowers to the Holders of Obligations) shall, in the case of any Foreign Guarantor, refer only to the Guaranteed Foreign Obligations)." (c) Section 2 of the Guaranty Agreement is hereby amended to insert at the end of the last sentence thereof the following proviso: "; provided, that no Foreign Guarantor shall be liable for any indemnity for (or otherwise with respect to) any taxes paid by a Holder of Obligations in respect of a payment received from any Domestic Guarantor". (d) Section 12 of the Guaranty Agreement is hereby amended to insert at the end of the first sentence thereof the following proviso: "; provided, that no Foreign Guarantor shall be liable for any expenses in any way related to the enforcement or protection of the rights of the Holders of Obligations hereunder against any Domestic Guarantor". 2. Effectiveness of this Amendment; Condition Precedent. The provisions of Paragraphs 1 and 2 of this Amendment shall be deemed to have become effective as of the date of this Amendment, but such effectiveness shall be expressly conditioned upon the receipt by the Administrative Agent of an originally-executed counterpart of this Amendment executed and delivered by duly authorized officers of the Company, the Initial Designated Borrower, each Subsidiary Guarantor, each Lender and the Administrative Agent. 3. Representations and Warranties. The Company, the Initial Designated Borrower and each Subsidiary Guarantor hereby represents and warrants that (i) this Amendment constitutes its legal, valid and binding obligation, enforceable against each such party in accordance with its terms, (ii) there is no consent, approval or other requirement known to such Loan Party which could reasonably be expected to impair or materially delay such Loan Party's ability to perform its obligations under this Amendment or the Credit Agreement or Guaranty Agreement as proposed to be amended hereby and (iii) after giving effect to the provisions of Paragraphs 1 and 2 of this Amendment, no Event of Default will be continuing. 4. Reaffirmation, Ratification and Acknowledgment; Reservation. The Company, the Initial Designated Borrower and each Subsidiary Guarantor hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens in favor of the Administrative Agent, under each Loan Document to which it is a party, (b) agrees and acknowledges that such ratification and reaffirmation is not a condition to the continued effectiveness of such Loan Documents, and (c) agrees that neither such ratification and reaffirmation, nor the Administrative Agent's or any Lender's solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a 4 similar or any other ratification or reaffirmation from the Company, the Initial Designated Borrower or such Subsidiary Guarantors with respect to any subsequent modifications to the Credit Agreement or the other Loan Documents. The Credit Agreement and the Guaranty Agreement are in all respects ratified and confirmed. Each of the Loan Documents shall remain in full force and effect and is hereby ratified and confirmed. Neither the execution, delivery nor effectiveness of this Amendment shall operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, or of any Default or Event of Default (whether or not known to the Administrative Agent or the Lenders), under any of the Loan Documents, all of which rights, powers and remedies, with respect to any such Default or Event of Default or otherwise, are hereby expressly reserved by the Administrative Agent and the Lenders. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement. 5. Effect on the Credit Agreement and the Guaranty Agreement. Upon the effectiveness of this Amendment, on and after the date hereof, (i) 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 and modified hereby and (ii) each reference in the Guaranty Agreement to "this Guaranty," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Guaranty Agreement, as amended and modified hereby. 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 7. Administrative Agent's Expenses. The Company hereby agrees to promptly reimburse the Administrative Agent for all of the reasonable out-of-pocket expenses, including, without limitation, attorneys' and paralegals' fees, it has heretofore or hereafter incurred or incurs in connection with the preparation, negotiation and execution of this Amendment. 8. Counterparts. This Amendment may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same agreement among the parties. 9. Section Titles. The section titles contained in this Amendment are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. * * * * 5 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. WATTS WATER TECHNOLOGIES, INC. By: /s/ William C. McCartney -------------------------- Name: William C. McCartney Title: Chief Financial Officer WATTS INDUSTRIES EUROPE B.V. By: /s/ Johan van Kouterik -------------------------- Name: Johan van Kouterik Title: Vice President & CFO Signature Page to Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement SUBSIDIARY GUARANTORS: WATTS REGULATOR CO. WATTS PREMIER, INC. By: /s/ William C. McCartney By: /s/ William C. McCartney --------------------------- --------------------------- Name: William C. McCartney Name: William C. McCartney Title: VP Finance Title: Treasurer ANDERSON-BARROWS METALS CORPORATION WATTS CAZZANIGA S.P.A. By: /s/ William C. McCartney By: /s/ Johan van Kouterik --------------------------- --------------------------- Name: William C. McCartney Name: Johan van Kouterik Title: VP Finance Title: Vice President & CFO WEBSTER VALVE, INC. WATTS LONDA S.P.A. By: /s/ William C. McCartney By: /s/ Johan van Kouterik --------------------------- --------------------------- Name: William C. McCartney Name: Johan van Kouterik Title: VP Finance Title: Vice President & CFO HUNTER INNOVATIONS, INC. WATTS INTERMES S.R.L. By: /s/ William C. McCartney By: /s/ Johan van Kouterik --------------------------- --------------------------- Name: William C. McCartney Name: Johan van Kouterik Title: Chief Financial Officer Title: Vice President & CFO WATTS DISTRIBUTION COMPANY, INC. GIULIANI ANELLO S.R.L. By: /s/ William C. McCartney By: /s/ Johan van Kouterik --------------------------- --------------------------- Name: William C. McCartney Name: Johan van Kouterik Title: Treasurer Title: Vice President & CFO WATTS RADIANT, INC. By: /s/ William C. McCartney --------------------------- Name: William C. McCartney Title: Treasurer Signature Page to Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement BANK OF AMERICA, N.A., as Administrative Agent By: /s/ David A Johanson ---------------------- Name: David A. Johanson Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Jennifer L. Gerdes ---------------------- Name: Jennifer L. Gerdes Title: Senior Vice President Signature Page to Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Peter M. Killea ---------------------- Name: Peter M. Killea Title: Vice President Signature Page to Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Sarah T. Warren ---------------------- Name: Sarah T. Warren Title: Director Signature Page to Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Thomas J. Purcell ---------------------- Name: Thomas J. Purcell Title: Senior Vice President Signature Page to Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement SUNTRUST BANK, as a Lender By: /s/ Robert W. Maddox ---------------------- Name: Robert W. Maddox Title: Vice President Signature Page to Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement HSBC BANK USA, N.A., as a Lender By: /s/ Dan Lobdell ---------------------- Name: Dan Lobdell Title: Vice President Signature Page to Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement LASALLE BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Gary A. Pirri ---------------------- Name: Gary A. Pirri Title: Senior Vice President Signature Page to Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement CITIZENS BANK OF MASSACHUSETTS, as a Lender By: /s/ Daniel Bernard ---------------------- Name: Daniel Bernard Title: Vice President Signature Page to Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement CALYON NEW YORK BRANCH, as a Lender By: /s/ Scott R. Chappelka ---------------------- Name: Scott R. Chappelka Title: Director By: /s/ Phillip Schubert ---------------------- Name: Phillip Schubert Title: Director Signature Page to Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement BROWN BROTHERS HARRIMAN & CO., as a Lender By: /s/ John D. Rogers ---------------------- Name: John D. Rogers Title: Senior Vice President Signature Page to Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guaranty Agreement -----END PRIVACY-ENHANCED MESSAGE-----