UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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) April 10, 2007
THE
TORO COMPANY
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-8649
|
41-0580470
|
|
(State
of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
8111
Lyndale Avenue South
Bloomington,
Minnesota 55420
Telephone
number: (952) 888-8801
(Address,
including zip code, and telephone number, including area code, of registrant's
principal executive offices)
Not
Applicable
(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:
[
]
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))
Section
1 — Registrant’s Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement
As
of April 10, 2007, The Toro Company (“Toro”), Toro Credit Company, a
subsidiary of Toro (“Toro Credit”), Toro Manufacturing LLC, Exmark Manufacturing
Company Incorporated, Toro International Company, Tover Overseas B.V., and
Toro
Factoring Company Limited, each of which is a subsidiary of Toro (collectively,
the “Subsidiary Borrowers” and, collectively with Toro and Toro Credit, the
“Borrowers”), executed and delivered Amendment No.3 to Credit
Agreement, which had an effective date of February 28, 2007 (the “Amendment”),
with certain lenders from time to time party thereto (the “Lenders”), and Bank
of America, N.A., as administrative agent, swing line lender, and L/C issuer
(the “Agent”). The Amendment amends that certain Credit Agreement, dated as of
September 8, 2004 (the “Original Credit Agreement” and, as amended to date, the
“Credit Agreement”), which was previously amended by Amendment No.1 to Credit
Agreement, dated as of October 25, 2005, and Amendment No.2 to Credit Agreement,
dated as of January 10, 2007. A copy of the Original Credit Agreement was
attached as an exhibit to Toro’s Current Report on Form 8-K filed on September
9, 2004.
Pursuant
to the terms of the Amendment, the Lenders agreed to waive any and all defaults,
if any, existing under the Credit Agreement due to the reclassification by
Toro
of certain of its previously issued financial information. Such reclassification
is described in more detail in Toro’s Current Report on Form 8-K/A filed on
February 28, 2007. In addition, the Amendment (i) revised the terms and
conditions of the sale of accounts receivable by Toro and its subsidiaries
that
is permitted under the terms of the Credit Agreement, (ii) released Exmark
Manufacturing Company Incorporated and Toro Manufacturing LLC from their
respective obligations to be jointly liable for the obligations of the other
Borrowers that arise under the Credit Agreement, and (iii) revised the
consolidated total sales revenue covenant requirement so that the consolidated
total sales revenue of Toro and Toro Credit at the end of each fiscal year
may
not be less than 50% of the consolidated total sales revenue of Toro and
its
subsidiaries at such time.
Under
the
Original Credit Agreement, the provisions describing permitted sales of
receivables were tailored to apply to specific accounts receivable
securitization facilities to which Toro and one of its affiliates were then
parties. The Amendment replaced references to such specific accounts receivable
securitization facilities that have since been terminated with more general
language that permits the sale of accounts receivable under certain terms
and
conditions.
Bank
of
America, N.A. and its affiliates have in the past performed, and may in the
future from time to time, perform, investment banking, financial advisory,
lending and/or commercial banking services for Toro and its subsidiaries,
for
which service it has in the past received, and may in the future receive,
customary compensation and reimbursement of expenses.
The
description of the Amendment set forth above is qualified by the Amendment
filed
as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated
herein by this reference.
Section
8 — Other Events
Item
8.01 Other
Events
1. Horsepower
Litigation Update.
In
June
2004, eight individuals who claim to have purchased lawnmowers in Illinois
and
Minnesota filed a lawsuit in Illinois state court against the company and
eight
other defendants alleging that the horsepower labels on the products the
plaintiffs purchased were inaccurate. The complaint, as amended, asserts
violations of the federal Racketeer Influenced and Corrupt Organizations
(RICO)
Act and statutory and common law claims arising from the laws of 48 states.
The
plaintiffs seek certification of a class of all persons in the United States
who, beginning January 1, 1994 through the present purchased a lawnmower
containing a two stroke or four stroke gas combustible engines up to 30
horsepower that was manufactured or sold by the defendants. The amended
complaint seeks an injunction, unspecified compensatory and punitive damages,
treble damages under the RICO Act and attorneys’ fees. In May 2006, the case was
removed to Federal court in the Southern District of Illinois. On March 30,
2007, the court entered an order dismissing plaintiffs’ complaint, subject to
the ability to re-plead certain claims pursuant to a detailed written order
to
follow. We continue to evaluate this lawsuit and are unable to reasonably
estimate the likelihood of loss or the amount or range of potential loss
that
could result from this litigation. Therefore, no accrual has been established
for potential loss in connection with this lawsuit. We are also unable to
assess
at this time whether the lawsuit will have a material adverse effect on our
annual consolidated operating results or financial condition, although an
unfavorable resolution could be material to our consolidated operating results
for a particular period.
2. Textron
litigation
In
July
2005, Textron Innovations Inc., the patent holding company of Textron, Inc.,
filed a lawsuit in Delaware Federal District Court against the company for
patent infringement. Textron alleges that we willfully infringe certain claims
of three Textron patents by selling certain of our Groundsmaster® commercial
mowers. Textron seeks damages for our past sales and an injunction against
future infringement. In August and November 2005, we answered the complaint,
asserting defenses and counterclaims of non-infringement, invalidity and
equitable estoppel. Following the Court’s order in October 2006 construing the
claims of Textron’s patents, discovery in the case was closed in February 2007.
In March 2007, following unsuccessful attempts to mediate the case, we filed
with the United States Patent and Trademark Office to have Textron’s patents
reexamined, and also requested that the Court stay the pending litigation,
which
is scheduled for trial in late June 2007. We continue to evaluate this
lawsuit and are unable to reasonably estimate the likelihood of loss or the
amount or range of potential loss that could result from the litigation.
Therefore, no accrual has been established for potential loss in connection
with
this lawsuit. While we do not believe that the lawsuit will have a material
adverse effect on our consolidated financial condition, an unfavorable
resolution could be material to our consolidated operating results for a
particular period.
Generally,
we cannot be certain that our products or technologies have not infringed,
or in
the future will not infringe, the proprietary rights of others. Any such
infringement could cause third parties to bring claims against us, resulting
in
significant costs, possible damages and substantial uncertainty. We could
also
be forced to develop a non-infringing alternative, which could be costly
and
time-consuming, or acquire a license, which we might not be able to do on
terms
favorable to us, or at all.
Section
9 — Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
| (c) |
Exhibits.
The following exhibit is filed
herewith:
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|
Exhibit
No.
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Description
|
|
10.1
|
Amendment
No.3 to Credit Agreement, executed and delivered as of April 10,
2007 but
effective as of February 28, 2007, by and among The Toro Company,
Toro
Credit Company, Toro Manufacturing LLC, Exmark Manufacturing Company
Incorporated, Toro International Company, Tover Overseas B.V., and
Toro
Factoring Company Limited, each as a Borrower, each lender from time
to
time party thereto, and Bank of America, N.A., as administrative
agent,
swing line lender, and L/C Issuer
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
THE
TORO
COMPANY
(Registrant)
|
Date:
April 13, 2007
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By
/s/
Stephen P. Wolfe
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|
Stephen
P. Wolfe
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|
|
Vice
President Finance
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|
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and
Chief Financial Officer
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(duly
authorized officer and principal financial
officer)
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EXHIBIT
INDEX
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EXHIBIT
NUMBER
|
DESCRIPTION
|
|
10.1
|
Amendment
No.3 to Credit Agreement, executed and delivered as of April 10, 2007
but effective as of February 28, 2007, by and among The Toro Company,
Toro
Credit Company, Toro Manufacturing LLC, Exmark Manufacturing Company
Incorporated, Toro International Company, Tover Overseas B.V., and
Toro
Factoring Company Limited, each as a Borrower, each lender from time
to
time party thereto, and Bank of America, N.A., as administrative
agent,
swing line lender, and L/C Issuer
|
2488113
v02 03/05/2007
AMENDMENT
NO. 3 TO CREDIT AGREEMENT
This
Amendment No. 3 to Credit Agreement (this “Amendment”),
effective as of February 28, 2007, is made by and among THE
TORO COMPANY,
a
Delaware corporation (“Toro”),
TORO
CREDIT COMPANY,
a
Minnesota corporation, TORO MANUFACTURING
LLC,
a
Delaware limited liability company, EXMARK MANUFACTURING COMPANY
INCORPORATED,
a
Nebraska corporation, TORO
INTERNATIONAL COMPANY,
a
Minnesota corporation, TOVER
OVERSEAS B.V.,
a
Netherlands company, and TORO FACTORING
COMPANY LIMITED, a
Guernsey, Channel Islands company (all of the foregoing, collectively, the
“Borrowers”),
each
lender from time to time party hereto (collectively the “Lenders”),
and
BANK
OF AMERICA, N.A.,
as
Administrative Agent, Swing Line Lender and L/C Issuer (the “Administrative
Agent”).
WHEREAS,
the Borrowers, the Administrative Agent and the Lenders have entered into that
certain Credit Agreement dated as of September 8, 2004 (as amended by Amendment
No. 1 to Credit Agreement dated as of October 25, 2005 and Amendment No. 2
to
Credit Agreement dated as of January 10, 2007, as hereby amended and as from
time to time hereafter further amended, modified, supplemented, restated or
amended and restated, the “Credit
Agreement”
(capitalized terms used and not otherwise defined in this Amendment shall have
the respective meanings given thereto in the Credit Agreement), pursuant to
which the Lenders have made available to the Borrowers a revolving credit
facility (including a letter of credit facility and a swing line facility);
and
WHEREAS,
the Borrowers have requested that the Administrative Agent and the Required
Lenders (i) waive the Default (resulting from the Borrowers’ failure to
accurately account deferred compensation plans on the financial statements
required by the Credit Agreement), and (ii) amend certain provisions of the
Credit Agreement as set forth herein;
WHEREAS,
all conditions necessary to authorize the execution and delivery of this
Amendment and to make this Amendment valid and binding have been complied with
or have been done or performed;
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Waiver
and Consent.
On
February 28, 2007, Toro filed a current report on Form 8-K that disclosed that
it would be restating previously issued financial statements due to reporting
errors (the “Reporting
Errors”)
primarily arising with respect to the accounting for deferred compensation
plans
(the “Restatement”).
Copies of this Form 8-K and related press release have been provided to the
Lenders. Pursuant to the request of Toro and subject to the terms and conditions
set forth herein, the Lenders, pursuant to Amendment, hereby waive all Defaults,
if any, existing under the Credit Agreement due to the Restatement or the
Reporting Errors, including any that may have resulted under Section
6.01
thereof
from the past delivery of financial statements to the Lenders containing such
Reporting Errors. Additionally, each Lender hereby approves and consents to
the
satisfaction of the condition precedent in Section
4.02(a)
of the
Credit Agreement with respect to the representation and warranty in Section
5.05
of the
Credit Agreement after giving effect to the Restatement. The
waiver and approval set forth in this Waiver Letter is limited solely to the
effects of the Restatement.
2. Amendments.
Subject
to the terms and conditions set forth herein, the Credit Agreement is hereby
amended as follows:
(a) The
definitions of the following terms and references thereto are deleted in the
following sections of the Credit Agreement:
“Receivables
Loan Agreement” in Section
1.01;
and
“Toro
Receivables Company” in the definition of “Material Subsidiary” and Section
7.08.
(b) Clause
(g) of the definition of “Indebtedness” in Section
1.01
is
hereby amended by deleting such clause in its entirety and inserting the
following in lieu thereof:
(g) the
unpaid amount of all Receivables sold by any Borrower for
which such Borrower has recourse liability or portion thereof for which such
Borrower has recourse liability in cases where such recourse liability is not
full;
and
(c) The
definition of “Receivables Purchase Facility” in Section
1.01
is
hereby amended by deleting the definition in its entirety and inserting the
following in lieu thereof:
“Receivables
Purchase Facility”
shall mean any agreement of any Originator, approved by the Administrative
Agent
(such approval not to be unreasonably withheld), providing for sales, transfers
or conveyances of Receivables of such Originator purporting to be sales (and
considered sales under GAAP) that do not provide, directly or indirectly, for
recourse against the seller of such Receivables (or against any of such seller’s
Affiliates) by way of a guaranty or any other support arrangement, with respect
to the amount of such Receivables (based on the financial condition or
circumstances of the obligor thereunder), other than such limited recourse
as is
reasonable given market standards for transactions of a similar type, taking
into account such factors as historical bad debt loss experience and obligor
concentration levels.
(d) Section
7.02(d)
of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
(d) dispositions
by any Originator of Receivables pursuant to Receivables Purchase Facilities
provided that the outstanding unpaid amount of all such Receivables so sold
in
the aggregate shall not at any time exceed $125,000,000 and such Receivables
Purchase Facilities may be established only at a time when Toro has a Debt
Rating by S&P of BBB- or better or by Moody’s of Baa3 or
better;
(e) Section
7.11
of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
7.11.
Toro and TCC Portion of Sales Revenues.
The
consolidated total sales revenue of Toro and TCC at the end of each fiscal
year
shall not be less than 50% of the consolidated total sales revenue of Toro
and
its Subsidiaries at such time.
(f) Section
8.01(e)
of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
(e)
Cross-Default.
(i)
Any Borrower or any Material Subsidiary (A) fails to make any payment in
respect of any Indebtedness or Contingent Obligation, having an aggregate
principal amount (including undrawn committed or available amounts and including
amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $10,000,000 when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise) and such failure
continues after the applicable grace or notice period, if any, specified in
the
relevant document on the date of such failure; or (B) fails to perform or
observe any other condition or covenant, or any other event shall occur or
condition exist, under any agreement or instrument relating to any such
Indebtedness or Contingent Obligation, and such failure continues after the
applicable grace, cure or notice period, if any, specified in the relevant
document on the date of such failure and if the effect of such failure, event
or
condition is to allow the holder or holders of such Indebtedness or beneficiary
or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause such Indebtedness
to
be declared to be due and payable prior to its stated maturity or such
Contingent Obligation to become payable or cash collateral in respect thereof
to
be demanded; or (ii)(A) there occurs any termination, liquidation, unwind or
similar event or circumstance under any Receivables Purchase Facility other
than
a voluntary termination by any Borrower or a scheduled termination, as a result
of which any purchaser of receivables thereunder has ceased purchasing such
Receivables and
such purchaser may apply all collections on previously purchased Receivables
thereunder to the payment of such purchaser’s interest in such previously
purchased Receivables (any such event or circumstance referred to as a
“Receivables Purchase Facility Termination”) other than any such Receivables
Purchase Facility Termination that arises solely as a result of (i) a
down-grading of the credit rating of any bank or financial institution not
affiliated with the Borrowers that provides liquidity, credit or other support
in connection with such facility; or (ii) breach of a covenant contained in
any
Receivables Purchase Facility and this Agreement if the Lenders have previously
waived compliance with such covenant under the terms of this Agreement with
respect to the particular instance of non-compliance giving rise to the breach
of such covenant under such Receivables Purchase Facility, it being acknowledged
by the Borrowers that no waiver by the Lenders of compliance with the provisions
of this Agreement in any particular instance shall constitute a waiver under
either this Agreement or any Receivables Purchase Facility of any future
non-compliance with such provision and (B) within 60 days after the effective
date of such Receivables Purchase Facility Termination, additional financing
and/or capitalization of the Borrowers in replacement of such Receivables
Purchase Facility, in an amount substantially similar to the amount of the
Receivables Purchase Facility and upon such terms as are acceptable to the
Required Lenders, shall not be completed and funding thereunder shall not be
available to the Borrowers; or
(g) Section
11.17(a)
of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
All
obligations of Toro and TCC or either one of them under this Agreement and
the
other Loan Documents to which they are a party, shall be joint and several
obligations of Toro and TCC (each of the foregoing, a “Joint Borrower”). Only
Toro shall be liable as a guarantor under Article X hereof for the obligations
of the Subsidiary Borrowers under Article XI hereof. All obligations of the
Subsidiary Borrowers under this Agreement and all of the other Loan Documents
shall be several and not joint, the result of which shall be that each
Subsidiary Borrower is obligated to repay only those Loans made by the Lenders
to such Subsidiary Borrower and interest, fees, expenses and other obligations
owing by such Subsidiary Borrower in connection with such Loans.
(h) Section
1(b) of Schedule
2
to
Exhibit
D
of the
Credit Agreement is hereby amended by deleting such section in its entirety
and
inserting the following in lieu thereof:
Aggregate
outstanding unpaid amount of all Receivables sold by any Company pursuant to
a
Receivables Purchase Facility at any time:
Amount $__________
Maximum $125,000,000
3. Conditions
Precedent.
The
effectiveness of this Amendment is subject to the satisfaction of the following
conditions precedent:
(a) The
Administrative Agent shall have received each of the following documents or
instruments in form and substance reasonably acceptable to the Administrative
Agent:
(i) ten
(10)
original counterparts of this Amendment, duly executed by the Borrowers, the
Administrative Agent and the Required Lenders, together with all schedules
and
exhibits thereto duly completed; and
(ii) such
other documents, instruments, opinions, certifications, undertakings, further
assurances and other matters as the Administrative Agent shall reasonably
require.
4. Reaffirmation
by each of the Borrowers.
Each of
the Borrowers hereby consents, acknowledges and agrees to the amendments of
the
Credit Agreement set forth herein.
5. Representations
and Warranties.
In
order to induce the Administrative Agent and the Lenders to enter into this
Amendment, each of the Borrowers represents and warrants to the Administrative
Agent and the Lenders as follows:
(a) The
representations and warranties of (i) the Borrowers contained in Article
V
(after
giving effect to this Amendment) and (ii) each Loan Party contained in each
other Loan Document or in any document furnished at any time under or in
connection herewith or therewith, shall be true and correct on and as of the
date hereof, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except that for purposes of this Amendment,
the representations and warranties contained in subsections (a) and (b) of
Section
5.05
shall be
deemed to refer to the most recent statements furnished pursuant to clauses
(a)
and (b), respectively, of Section
6.01.
(b) There
does not exist any pending or threatened action, suit, investigation or
proceeding in any court or before any arbitrator or Government Authority that
purports to affect any transaction contemplated under this Agreement or the
ability of any Borrower to perform its respective obligations under this
Agreement.
(c) There
has
not occurred since January 11, 2007 any event or circumstance that has resulted
or could reasonably be expected to result in a Material Adverse Effect or a
material adverse change in or a material adverse effect upon the business,
assets, liabilities (actual or contingent), operations, condition (financial
or
otherwise), or prospects of Toro and its Subsidiaries taken as a whole;
and
(d) No
Default or Event of Default has occurred and is continuing.
6. Entire
Agreement.
This
Agreement, together with all the Loan Documents (collectively, the “Relevant
Documents”),
sets
forth the entire understanding and agreement of the parties hereto in relation
to the subject matter hereof and supersedes any prior negotiations and
agreements among the parties relative to such subject matter. No promise,
condition, representation or warranty, express or implied, not herein set forth,
shall bind any party hereto and not one of them has relied on any such promise,
condition, representation or warranty. Each of the parties hereto acknowledges
that, except as otherwise expressly stated in the Relevant Documents, no
representations, warranties or commitments, express or implied, have been made
by any party to the other. None of the terms or conditions of this Agreement
may
be changed, modified, waived or canceled orally or otherwise, except as
permitted pursuant to Section
11.01
of the
Credit Agreement.
7. Full
Force and Effect of Agreement.
Except
as hereby specifically amended, modified or supplemented, the Credit Agreement
and all other Loan Documents are hereby confirmed and ratified in all respects
by each party hereto and shall be and remain in full force and effect according
to their respective terms.
8. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original as against any party whose signature appears thereon, and
all
of which shall together constitute one and the same instrument.
9. Governing
Law.
This
Agreement shall in all respects be governed by, and construed in accordance
with
the laws of the State of New York.
10. Enforceability.
Should
any one or more of the provisions of this Amendment be determined to be illegal
or unenforceable as to one or more of the parties hereto, all other provisions
nevertheless shall remain effective and binding on the parties
hereto.
11.
References.
All
references in any of the Loan Documents to the “Credit Agreement” shall mean the
Credit Agreement as amended hereby.
12. Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the Borrowers,
the
Administrative Agent and each of the Lenders, and their respective successors,
assigns and legal representatives; provided,
however, that no Borrower, without the prior consent of the Required Lenders,
may assign any rights, powers, duties or obligations hereunder.
13. Expenses.
Toro
agrees to pay to the Administrative Agent all reasonable out-of-pocket expenses
incurred or arising in connection with the negotiation and preparation of this
Amendment.
Remainder
of page left blank intentionally.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment No. 3 to Credit Agreement to be made,
executed and delivered by their duly authorized officers or representatives
as
of the day and year first above written.
THE
TORO COMPANY
By:
/s/
Thomas J. Larson
Name:
Thomas J. Larson
Title:
Treasurer
TORO
CREDIT COMPANY
By:
/s/
Thomas J. Larson
Name:
Thomas J. Larson
Title:
Secretary-Treasurer
TORO
MANUFACTURING COMPANY
By:
/s/
Stephen P. Wolfe
Name:
Stephen P. Wolfe
Title:
President
EXMARK
MANUFACTURING COMPANY INCORPORATED
By:
/s/
Timothy P. Dordell
Name:
Timothy P. Dordell
Title:
Vice President & Secretary
TORO
INTERNATIONAL COMPANY
By:
/s/
Stephen P. Wolfe
Name:
Stephen P. Wolfe
Title:
Vice President & Treasurer
TOVER
OVERSEAS B.V.
By:
/s/
Paula M. Graff
Name:
Paula M. Graff
Title:
Authorized Signatory
TORO
FACTORING COMPANY LIMITED
By:
/s/
Paula M. Graff
Name:
Paula M. Graff
Title:
Managing Director
BANK
OF AMERICA, N.A.,
as
Administrative Agent
By:
/s/
Charlene Wright-Jones
Name:
Charlene Wright-Jones
Title:
Assistant Vice President
BANK
OF AMERICA, N.A.,
as a
Lender, L/C Issuer and Swing Line Lender
By:
/s/
Charles R. Dickerson
Name:
Charles R. Dickerson
Title:
Managing Director
SUNTRUST
BANK,
as a
Lender and a Co-Syndication Agent
By:
/s/
Michael Lapresi
Name:
Michael Lapresi
Title:
Managing Director
U.S.
BANK NATIONAL ASSOCIATION,
as a
Lender and a Co-Syndication Agent
By:
/s/
Michael J. Staloch
Name:
Michael J. Stoloch
Title:
Senior Vice President
HARRIS
TRUST AND SAVINGS BANK,
as a
Lender and a Co-Documentation Agent
By:
/s/
Philip Langheim
Name:
Philip Langheim
Title:
Director
WELLS
FARGO BANK, NATIONAL ASSOCIATION,
as a
Lender and a
Co-Documentation
Agent
By:
/s/
Allison S. Gelfman
Name:
Allison S. Gelfman
Title:
Vice President
THE
BANK OF NEW YORK,
as a
Lender
By:
/s/
Walter C. Parelli
Name:
Walter C. Parelli
Title:
Vice President