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EXHIBIT 10.51
SEVENTH AMENDMENT TO CREDIT AGREEMENT
SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of March 5, 1999, among STARWOOD HOTELS & RESORTS, a Maryland real estate
investment trust ("Starwood REIT"), SLT REALTY LIMITED PARTNERSHIP, a Delaware
limited partnership ("SLT RLP"), STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a
Maryland corporation (the "Corporation"), ITT CORPORATION, a Nevada corporation
("ITT" and, together with Starwood REIT, SLT RLP and the Corporation, the
"Borrowers"), the lenders from time to time party to the Credit Agreement
referred to below (the "Lenders"), BANKERS TRUST COMPANY and THE CHASE MANHATTAN
BANK, as Administrative Agents (in such capacity, the "Administrative Agents")
and XXXXXX COMMERCIAL PAPER INC. and BANK OF MONTREAL, as Syndication Agents (in
such capacity, the "Syndication Agents"). Unless otherwise defined herein, all
capitalized terms used herein shall have the respective meanings provided such
terms in the Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders, the Administrative Agents and
the Syndication Agents are parties to a certain Credit Agreement, dated as of
February 23, 1998 (as amended, modified or supplemented to the date hereof, the
"Credit Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement in
certain respects as herein provided;
NOW, THEREFORE, it is agreed:
I. Waivers, Amendments and Agreements with Respect to the Credit
Agreement
SECTION 1. Section 9.04 Indebtedness. Notwithstanding anything to
the contrary contained in Section 9.04 and Section 9.12 of the Credit Agreement
or in the other Credit Documents, but subject to the terms of this Amendment,
the amount "$1.0 billion" appearing in Section 9.04(viii)(B) shall be changed to
read "$2.0 billion" so as to permit the Corporation to issue up to $2.0 billion
of additional Senior Secured Bridge Notes or Permanent Senior Notes, but only so
long as the Borrowers shall use all Net Proceeds from the issuance of such
additional $1.0 billion of Senior Secured Bridge Notes or additional Permanent
Senior Notes pursuant to Section 9.04(viii)(B) of the Credit Agreement to
permanently repay the currently outstanding Senior Secured Bridge Notes, and,
provided further that, to the extent additional Senior Secured Bridge Notes or
Permanent Senior Notes are issued under Section 9.04(viii)(B) in an amount in
excess of $1.0 billion (such amount in excess of $1.0 billion, the "Excess
Amount") then the amount "$2.5 billion" appearing in Section 9.04(viii)(A) shall
be deemed reduced by the Excess Amount.
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SECTION 2. Proposed Mexico Refinancing. Notwithstanding the terms
and provisions of the Fourth Amendment and the definition of "Proposed Mexico
Refinancing" set forth therein, the terms and provisions of the Proposed Mexico
Refinancing shall not be required to be substantially the same as the terms of
the former Bancomer Financing, provided that any such terms and provisions that
are substantially different from the Bancomer Financing shall be subject to the
reasonable written approval of the Lead Agents.
SECTION 3. REIT Qualification, Intercompany Mortgage Note and
Assigned Starwood Note; and Rights Agreement. To the extent the Parent Companies
and their Subsidiaries desire to either (i) enter into intercompany transactions
for purposes of Starwood REIT maintaining its status as a real estate investment
trust under the Code, and such transactions are prohibited by the terms of the
Credit Agreement, (ii) amend, modify or change the terms of the Intercompany
Mortgage Note, to the extent such transaction shall not have a material effect
on the rights of the Lenders under the Credit Agreement or the other Credit
Documents, the Assigned Starwood Note or any documents evidencing or relating to
the Intercompany Mortgage Note or the Assigned Starwood Note, or (iii) amend,
modify or change the terms of the Rights Agreement, the Lead Agents shall have
the right to grant waivers or consents with respect to such transactions on
behalf of all Lenders, such waivers or consents to be granted unanimously and in
the reasonable discretion of the Lead Agents, or, if the Lead Agents are unable
to agree unanimously on such waivers or consents or if any Lead Agent determines
that such waivers, consents or transactions are material, with the prior
approval of the Required Lenders; provided, that the Parent Companies and their
Subsidiaries deliver to the Lead Agents an officer's certificate confirming that
any such transaction, modification, amendment or change complies with the terms
of this Section 3 and does not have a material effect on the right of the
Lenders under the Credit Agreement or the other Credit Documents and provided,
further, that the Lead Agents shall be entitled to (though not be required to)
rely on such certificate for purposes hereof.
SECTION 4. Section 11; Definitions. (a) The following definitions in
Section 11 of the Credit Agreement are amended as set forth below:
(i) Scheduled Asset Disposition. Effective as of the date hereof,
the definition of "Scheduled Asset Disposition" shall be amended and restated in
its entirety to read as follows: "Scheduled Asset Disposition" shall mean the
Asset Sales described on Schedule 11.01C of the Credit Agreement. In addition,
effective as of the date hereof the entire text of Schedule 11.01C. of the
Credit Agreement shall be deemed deleted in its entirety and replaced with
"None" and all Assets on such Schedule 11.01C be deemed Assets for purposes of
the definition of Asset Sales and shall be subject to the definition of
Applicable Asset Sale Percentage. Accordingly, from and after the date hereof,
no Asset Sale shall be deemed to be a "Scheduled Asset Disposition".
(ii) Dividend. Effective as of the date hereof, the definition of
"Dividend" contained in Section 11 of the Credit Agreement is amended and
restated in its entirety to read as follows:
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""Dividend" with respect to any Person shall mean that such Person
has declared or paid a dividend or distribution or returned any equity
capital to its stockholders, partners or other holders of its Capital
Stock or authorized or made any other distribution, payment or delivery of
property or cash to its holders of Capital Stock as such, or redeemed,
retired, purchased or otherwise acquired, directly or indirectly, for a
consideration any shares of any class of its Capital Stock outstanding on
or after the Initial Borrowing Date (or any options or warrants issued by
such Person with respect to its Capital Stock), or set aside any funds for
any of the foregoing purposes, or shall have permitted any of its
Subsidiaries to purchase or otherwise acquire for a consideration any
shares of any class of the Capital Stock of such Person outstanding on or
after the Initial Borrowing Date (or any options or warrants issued by
such Person with respect to its Capital Stock); provided, however, that a
dividend or distribution by such Person to the holders of one or more
classes or series of its Capital Stock, shall not be deemed to be a
dividend, if such dividend or distribution is payable solely in (i) shares
of Capital Stock (which term includes Class B Shares) that is not
Preferred Stock (which term does not include Class B Shares), or in
rights, warrants or options to purchase such shares, or (ii) Rights.
Without limiting the foregoing, "Dividends" with respect to any Person
shall also include (i) all payments made or required to be made by such
Person with respect to any stock appreciation rights, plans, equity
incentive or achievement plans or any similar plans or setting aside of
any funds for the foregoing purposes, in each case except to the extent
(x) the same are paid in common stock of the Corporation or Class B Shares
or (y) such payments reduced Consolidated EBITDA and (ii) all payments
(other than payments made in common stock of the Corporation or Class B
Shares) made at any time in respect of any Forward Equity Transactions."
(b) The following new definitions shall be added to Section 11 of the
Credit Agreement:
"Rights" shall have the meaning specified in the Rights Agreement.
"Rights Agreement" shall mean the Rights Agreement between the
Corporation and a Rights Agent to be identified, substantially in the form of
the draft dated February 2, 1999, submitted to the Lead Agents.
SECTION 5. Section 9.12; Modifications of Certain Other Agreements.
Section 9.12(ii) shall hereby be amended by inserting, immediately prior to
subsection (w), the following:
"(v) the Rights Agreement (other than amendments, modifications or
changes which are ministerial in nature and immaterial to the Required
Lenders),".
SECTION 6. Confirmation of Certain Matters. Each Guarantor and each
Borrower, by their signatures below, hereby confirm that (x) the Guaranty shall
remain in full force and effect and the Guaranty covers the obligations of each
of the Borrowers under the Credit Agreement, as modified and amended by this
Seventh Amendment, as provided in the
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Guaranty, and (y) the Pledge and Security Agreement shall remain in full force
and effect as security for the obligations under the Credit Agreement, as
modified and amended by this Seventh Amendment.
SECTION 7. Miscellaneous Provisions
A. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
B. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrowers and the Paying Agent.
C. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.
D. This Amendment shall become effective on the date (the "Amendment
Effective Date") when each of the Borrowers, each Guarantor and the Required
Lenders shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Paying Agent at its Notice Office. The Borrowers
hereby covenant and agree that, so long as the Amendment Effective Date occurs,
they shall pay (and shall be jointly and severally obligated to pay) each Lender
which executes and delivers to the Paying Agent a counterpart hereof by the
later to occur of (x) the close of business on the Amendment Effective Date or
(y) 12:00 p.m. (New York time) on March 5, 1999, a cash fee in an amount equal
to 7.5 basis points (0.075%) of an amount equal to the sum of the outstanding
principal amount of Term Loans of such Lender and the Revolving Loan Commitment
of such consenting Lender, in each case as same is in effect on the Amendment
Effective Date. All fees payable pursuant to this clause D shall be paid by the
Borrowers to the Paying Agent for distribution to the Lenders not later than the
first Business Day following the later date specified in the immediately
preceding sentence.
E. From and after the Amendment Effective Date, all references in
the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby.
F. All of the representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all material
respects as of the Amendment Effective Date, both before and after giving effect
to this Amendment, with the same effect as though such representations and
warranties had been made on and as of the Amendment Effective Date (it being
understood that any representation of warranty made as of a specific date shall
be true and correct in all material respects as of such specific date). No
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Default or Event of Default exists as of the Amendment Effective Date, both
before and after giving effect to this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland
corporation
By: /s/ Xxxx X. Xxxxxxx
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Title: Senior Vice President Finance and Treasurer
STARWOOD HOTELS & RESORTS,
a Maryland real estate investment trust
By: /s/ Xxxx X. Xxxxxxx
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Title: Vice President and Corporate Controller
SLT REALTY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Starwood Hotels & Resorts, a Maryland real estate investment
trust, its general partner
By: /s/ Xxxx X. Xxxxxxx
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Title: Vice President and Corporate Controller
ITT CORPORATION, a Nevada corporation
By: /s/ Xxxx X. Xxxxxxx
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Title: Senior Vice President Finance and Treasurer
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CHARLESTON HOTEL ASSOCIATES, LLC,
a New Jersey limited liability company,
CRYSTAL CITY HOTEL ASSOCIATES, LLC,
a New Jersey limited liability company,
LONG BEACH HOTEL ASSOCIATES, LLC,
a New Jersey limited liability company,
SANTA XXXX HOTEL ASSOCIATES, LLC,
a New Jersey limited liability company,
SLT ALLENTOWN LLC,
a Delaware limited liability company,
SLT ARLINGTON LLC,
a Delaware limited liability company,
SLT ASPEN XXXX STREET, LLC,
a Delaware limited liability company,
SLT BLOOMINGTON LLC,
a Delaware limited liability company,
SLT CENTRAL PARK SOUTH, LLC,
a Delaware limited liability company,
SLT DANIA LLC,
a Delaware limited liability company,
SLT DC MASSACHUSETTS AVENUE, LLC,
a Delaware limited liability company,
SLT INDIANAPOLIS LLC,
a Delaware limited liability company,
SLT KANSAS CITY LLC,
a Delaware limited liability company,
SLT LOS ANGELES LLC,
a Delaware limited liability company,
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SLT MINNEAPOLIS LLC,
a Delaware limited liability company,
SLT PALM DESERT LLC,
a Delaware limited liability company,
SLT PHILADELPHIA LLC,
a Delaware limited liability company,
SLT REALTY COMPANY, LLC,
a Delaware limited liability company,
SLT SAN DIEGO LLC,
a Delaware limited liability company,
SLT SOUTHFIELD LLC,
a Delaware limited liability company,
SLT ST. LOUIS LLC,
a Delaware limited liability company,
SLT TUCSON LLC,
a Delaware limited liability company,
STARLEX LLC,
a New York limited liability company,
STARWOOD ATLANTA II LLC,
a Delaware limited liability company,
STARWOOD ATLANTA LLC,
a Delaware limited liability company,
STARWOOD MISSION HILLS, L.L.C.,
a Delaware limited liability company,
STARWOOD XXXXXXX LLC,
a Delaware limited liability company,
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STARWOOD WALTHAM LLC,
a Delaware limited liability company,
By: SLT Realty Limited Partnership,
a Delaware limited partnership, the managing member of each of
the above listed entities
By: Starwood Hotels & Resorts,
a Maryland real estate investment trust,
its general partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Title: Executive Vice President and CFO
BW HOTEL REALTY, LP,
a Maryland limited partnership,
CP HOTEL REALTY, LP,
a Maryland limited partnership,
EDISON HOTEL ASSOCIATES, LP,
a New Jersey limited partnership,
NOVI HOTEL ASSOCIATES, LP,
a Delaware limited partnership,
PARK RIDGE HOTEL ASSOCIATES LP,
a Delaware limited partnership,
SLT FINANCING PARTNERSHIP,
a Delaware general partnership,
SLT HOUSTON BRIAR OAKS, LP,
a Delaware limited partnership,
VIRGINIA HOTEL ASSOCIATES, LP,
a Delaware limited partnership,
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PRUDENTIAL HEI JOINT VENTURE,
a Georgia general partnership,
By: SLT Realty Limited Partnership,
a Delaware limited partnership, the general partner of each
of the above listed entities
By: Starwood Hotels & Resorts,
a Maryland real estate investment trust,
its general partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Title: Executive Vice President and CFO
HEI HOTELS, L.L.C.,
a Delaware limited liability company,
OPERATING PHILADELPHIA LLC,
a Delaware limited liability company,
SLC ALLENTOWN LLC,
a Delaware limited liability company,
SLC ARLINGTON LLC,
a Delaware limited liability company,
SLC ASPEN XXXX STREET, LLC,
a Delaware limited liability company,
SLC ATLANTA II LLC,
a Delaware limited liability company,
SLC ATLANTA LLC,
a Delaware limited liability company,
SLC BLOOMINGTON LLC,
a Delaware limited liability company,
SLC CENTRAL PARK SOUTH, LLC,
a Delaware limited liability company,
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SLC DANIA LLC,
a Delaware limited liability company,
SLC DC MASSACHUSETTS AVENUE, LLC,
a Delaware limited liability company,
SLC INDIANAPOLIS LLC,
a Delaware limited liability company,
SLC KANSAS CITY L.L.C.,
a Delaware limited liability company,
SLC LOS ANGELES LLC,
a Delaware limited liability company,
SLC MINNEAPOLIS LLC,
a Delaware limited liability company,
SLC XXXXXXX LLC,
a Delaware limited liability company,
SLC PALM DESERT LLC,
a Delaware limited liability company,
SLC SAN DIEGO LLC,
a Delaware limited liability company,
SLC SOUTHFIELD LLC,
a Delaware limited liability company,
SLC ST. LOUIS LLC,
a Delaware limited liability company,
SLC TUCSON LLC,
a Delaware limited liability company,
SLC WALTHAM LLC,
a Delaware limited liability company,
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STARWOOD MANAGEMENT COMPANY, LLC,
a Delaware limited liability company,
By: SLC Operating Limited Partnership,
a Delaware limited partnership, the managing member of each of
the above listed entities
By: Starwood Hotels & Resorts Worldwide, Inc.,
a Maryland corporation, its general partner
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------------
Title: Senior Vice President Finance and Treasurer
SLC OPERATING LIMITED PARTNERSHIP,
a Delaware limited partnership,
By: Starwood Hotels & Resorts Worldwide, Inc., a Maryland
corporation, its general partner
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------------
Title: Senior Vice President Finance and Treasurer
MILWAUKEE BROOKFIELD LP,
a Wisconsin limited partnership,
SLC-CALVERTON LP,
a Delaware limited partnership,
SLC HOUSTON BRIAR OAKS, LP,
a Delaware limited partnership,
By: SLC Operating Limited Partnership,
a Delaware limited partnership, the general partner of each
of the above listed entities
By: Starwood Hotels & Resorts Worldwide, Inc.,
a Maryland corporation, its general partner
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------------
Title: Senior Vice President Finance and Treasurer
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MOORLAND HOTEL LP,
a Wisconsin limited partnership,
By: Milwaukee Brookfield LP,
a Wisconsin limited partnership, its general partner
By:SLC Operating Limited Partnership,
a Delaware limited partnership, its general partner
By: Starwood Hotels & Resorts Worldwide, Inc.,
a Maryland corporation, its general partner
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------------
Title: Senior Vice President Finance and Treasurer
ITT BROADCASTING CORP.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------------
Title: Senior Vice President Finance and Treasurer
MIDLAND BUILDING CORPORATION,
an Illinois corporation,
MIDLAND HOLDING CORPORATION,
an Illinois corporation,
MIDLAND HOTEL CORPORATION,
an Illinois corporation,
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------------
Title: Senior Vice President Finance and Treasurer
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ITT SHERATON CORPORATION,
a Delaware corporation,
DESTINATION SERVICES OF SCOTTSDALE, INC.,
a Delaware corporation,
GENERAL FIDUCIARY CORPORATION,
a Massachusetts corporation,
GLOBAL CONNEXIONS INC.,
a Delaware corporation,
ITT SHERATON RESERVATIONS CORPORATION,
a Delaware corporation,
MANHATTAN SHERATON CORPORATION,
a New York corporation,
SAN DIEGO SHERATON CORPORATION,
a Delaware corporation,
SAN XXXXXXXX SHERATON CORPORATION,
a Delaware corporation,
SHERATON ARIZONA CORPORATION,
a Delaware corporation,
SHERATON 45 PARK CORPORATION,
a Delaware corporation,
SHERATON ASIA-PACIFIC CORPORATION,
a Delaware corporation,
SHERATON BLACKSTONE CORPORATION,
a Delaware corporation,
SHERATON BOSTON CORPORATION
a Massachusetts corporation,
SHERATON CALIFORNIA CORPORATION,
a Delaware corporation,
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SHERATON CAMELBACK CORPORATION,
a Delaware corporation,
SHERATON FLORIDA CORPORATION,
a Delaware corporation,
SHERATON HARBOR ISLAND CORPORATION,
a Delaware corporation,
SHERATON HARTFORD CORPORATION,
a Connecticut corporation,
SHERATON HAWAII HOTELS CORPORATION,
a Hawaii corporation,
SHERATON INTERNATIONAL, INC.,
a Delaware corporation,
SHERATON INTER-AMERICAS, LTD.,
a Delaware corporation,
SHERATON INTERNATIONAL DE MEXICO, INC.,
a Delaware corporation,
SHERATON MANAGEMENT CORPORATION,
a Delaware corporation,
SHERATON OVERSEAS MANAGEMENT CORPORATION,
a Delaware corporation,
SHERATON WARSAW CORPORATION,
a Delaware corporation,
SHERATON MARKETING CORPORATION,
a Delaware corporation,
SHERATON MIAMI CORPORATION,
a Delaware corporation,
SHERATON MIDDLE EAST MANAGEMENT CORPORATION,
a Delaware corporation,
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SHERATON NEW YORK CORPORATION,
a New York corporation,
SHERATON OVERSEAS TECHNICAL SERVICES CORPORATION,
a Delaware corporation,
SHERATON PEACHTREE CORPORATION,
a Delaware corporation,
SHERATON PHOENICIAN CORPORATION,
a Delaware corporation,
SHERATON SAVANNAH CORPORATION,
a Delaware corporation,
SHERATON SERVICES CORPORATION,
a Delaware corporation,
SOUTH CAROLINA SHERATON CORPORATION,
a Delaware corporation,
ST. REGIS SHERATON CORPORATION,
a New York corporation,
WORLDWIDE FRANCHISE SYSTEMS, INC.,
a Delaware corporation,
SHERATON VERMONT CORPORATION,
a Vermont corporation,
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------------
Title: Senior Vice President Finance and Treasurer
XXXXXX SHERATON CORPORATION LLC,
a Delaware limited liability company
By: ITT SHERATON CORPORATION
a Delaware corporation, its managing member
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------------
Title: Senior Vice President Finance and Treasurer
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W&S DENVER CORP.,
a Delaware corporation,
W&S REALTY CORPORATION OF DELAWARE,
a Delaware corporation,
XXXXXXXX XXXXXXXX HOTEL, INC.,
a Washington corporation,
LAUDERDALE HOTEL COMPANY,
a Delaware corporation,
WESTIN BAY HOTEL COMPANY,
a Delaware corporation,
CINCINNATI PLAZA COMPANY,
a Delaware corporation,
SOUTH COAST WESTIN HOTEL COMPANY,
a Delaware corporation,
TOWNHOUSE MANAGEMENT INC.,
a Delaware corporation,
WVC RANCHO MIRAGE, INC.,
a Delaware corporation,
WESTIN ASSET MANAGEMENT COMPANY,
a Delaware corporation,
WESTIN HOTEL COMPANY,
a Delaware corporation,
W&S ATLANTA CORP.,
a Delaware corporation,
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------------
Title: Executive Vice President and CFO
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WESTIN SEATTLE HOTEL COMPANY,
a Washington general partnership,
By: Xxxxxxxx Xxxxxxxx Hotel, Inc.,
its general partner
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------------
Title: Executive Vice President and CFO
By: W&S Realty Corporation of Delaware,
its general partner
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------------
Title: Executive Vice President and CFO
WESTIN PREMIER, INC.,
a Delaware corporation,
WESTIN VACATION MANAGEMENT CORPORATION,
a Delaware corporation,
WESTIN VACATION EXCHANGE COMPANY,
a Delaware corporation,
By: Starwood Hotels & Resorts Worldwide, Inc.,
a Maryland corporation, the sole stockholder of each of the
above listed entities
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------------
Title: Senior Vice President Finance and Treasurer
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W&S LAUDERDALE CORP.,
a Delaware corporation,
W&S SEATTLE CORP.,
a Delaware corporation,
By: SLT Realty Limited Partnership,
a Delaware limited partnership, the sole stockholder of each
of the above listed entities
By: Starwood Hotels & Resorts
a Maryland real estate investment trust,
its general partner
By: /s/ Xxxx X. Xxxxxxx
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Title: Vice President and Corporate Controller
BANKERS TRUST COMPANY,
Individually and as Administrative Agent and as Paying Agent
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Title: Principal
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Title: Managing Director
XXXXXX COMMERCIAL PAPER, INC.,
Individually and as Syndication Agent
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Title: Authorized Signatory
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BANK OF MONTREAL, CHICAGO BRANCH,
Individually and as Syndication Agent
By: /s/ Xxxxxxx X. Turf
---------------------------------
Title: Director
ARAB BANKING CORPORATION (B.S.C.)
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Title: Vice President
BANCA POPOLARE DI MILANO
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------
Title: First Vice President
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
Chief Credit Officer
BANKBOSTON, N.A.
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------------
Title: Authorized Officer
BANK LEUMI USA
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Title: First Vice President
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THE BANK OF TOKYO-MITSUBISHI, LIMITED,
NEW YORK BRANCH
By: /s/ Xxx Xxxxx
---------------------------------
Title: Vice President
BANK OF HAWAII
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Title: Vice President
BANK POLSKA KASA OPIEKI S.A. PEKAO S.A.
GROUP, NEW YORK BRANCH
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Title: Vice President
Senior Lending Officer
BANQUE PARIBAS
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Title: Director
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Title: Vice President
BANQUE WORMS CAPITAL CORP.
By: /s/ F. Garnet
---------------------------------
Title: Senior Vice President
By: /s/ Xxxxx Xxxx
---------------------------------
Title: Xxxxxxxxx xx Xxxxx
Vice President
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BEAR XXXXXXX INVESTMENT PRODUCTS INC.
By: /s/ Xxxxx Xxxxxxxxx
---------------------------------
Title: Authorized Signatory
BARCLAYS BANK PLC
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Title: Director
XXXXX XXX COMMERCIAL BANK, LTD., NEW
YORK BRANCH
By: /s/ Wan-Tu Yeh
---------------------------------
Title: Vice President and General Manager
XXXXX XXXX BANK CO., LTD. NEW YORK AGENCY
By: /s/ Xxxxx Si Xxxx
---------------------------------
Title: Senior Vice President and General Manager
CIBC INC.
By: /s/ Xxxx Xxxxxx
---------------------------------
Title: Executive Director
CIBC Xxxxxxxxxxx Corp., AS AGENT
COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
EUROPEENNE
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Title: Vice President
By: /s/ Xxxx Xxxxxxx
---------------------------------
Title: First Vice President
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxx X. Xxxx
---------------------------------
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Title: Vice President
By: /s/ Xxxxxxx Xxxxx
---------------------------------
Title: Associate
CREDITO ITALIANO
By: /s/ Xxxxxxxxxx Xxxxxxx
---------------------------------
Title: First Vice President
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Title: Assistant Vice President
DEUTSCHE BANK AG NEW YORK AND/OR
CAYMAN ISLANDS BRANCH
By: /s/ Xxxx-Xxxxx Xxxxxx
---------------------------------
Title: Director
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Title: Director
DOMINION BANK
By:
---------------------------------
Name:
Title:
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ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
By: /s/ Xxxx Xxxxxxx
---------------------------------
Title: Vice President
Erste Bank New York Branch
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Title: First Vice President
FIRST COMMERCIAL BANK
By: /s/ Xxxxxxx X. X. Xxxx
---------------------------------
Title: Senior Vice President and General Manager
FIRST SECURITY BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Title: Vice President
FLEET BANK, N.A.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Title: Senior Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Title: Duly Authorized Signatory
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By: /s/ Xxxxxxx XxXxxxxxxx
---------------------------------
Title: Authorized Signatory
GULF INTERNATIONAL BANK B.S.C.
By: /s/ Abdel-Fattah Tahoun
---------------------------------
Title: Senior Vice President
By: /s/ Xxxxxxxx Xxxxxxx
---------------------------------
Title: Assistant Vice President
- 24 -
25
XXX XXX COMMERCIAL BANK, LTD. NEW YORK
AGENCY
By: /s/ Xxxxxxx X.X. Xxx
---------------------------------
Title: Senior Vice President and General Manager
THE INDUSTRIAL BANK OF JAPAN, LIMITED NEW
YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Title: Vice President
ISTITUTO BANCARIO SAN PAOLO DI TORINO ISTITUTO
MOBILIARE ITALIANO SpA
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Title: First Vice President
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Title: Deputy General Manager
KZH CNC LLC
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------
Title: Authorized Agent
LAND BANK OF TAIWAN, LOS ANGELES BRANCH
By: /s/ Xxxxx Min-Xxx Xxxx
---------------------------------
Title: Vice President and General Manager
THE LONG TERM CREDIT BANK
OF JAPAN, LTD.
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Title: Deputy General Manager
- 25 -
26
MITSUBISHI TRUST and BANKING CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Title: Senior Vice President
ML KZH STERLING LLC
By:
---------------------------------
Name:
Title:
NATIONSBANK, N.A.
By:
---------------------------------
Name:
Title:
THE ROYAL BANK OF SCOTLAND, PLC
By:
---------------------------------
Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ Xxxxxx X. Day
---------------------------------
Title: Director
SOUTHERN PACIFIC BANK
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Title: Vice President
THE SUMITOMO BANK, LIMITED, NEW YORK
BRANCH
By: /s/ Xxxxxx X. Tata
---------------------------------
Title: Senior Vice President
- 26 -
27
MC CLO XIX STERLING (Cayman) Ltd.
Sterling Asset Manager, L.L.C.,
as its Investment Advisor
By:
---------------------------------
Name:
Title:
WACHOVIA BANK, N.A.
By:
---------------------------------
Name:
Title:
WESTDEUTSCHE LANDESBANK GIROZENTRALE
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Title: Vice President
By: /s/ Xxxxxxx Xxxxxxxxxxx
---------------------------------
Title: Associate
XXX XXXXXX
PRIME RATE INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Senior Vice President and Director
XXX XXXXXX CLO I, LIMITED
By: XXX XXXXXX MANAGEMENT INC.,
as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Senior Vice President and Director
- 27 -
28
XXX XXXXXX
SENIOR INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Senior Vice President and Director
THE TORONTO DOMINION BANK
By:
---------------------------------
Name:
Title:
MELLON BANK, N.A., solely in its capacity as Trustee for the GENERAL
MOTORS CASH MANAGEMENT MASTER TRUST, (as directed by Xxxxxxxx
Capital Management, Inc.), and not in its individual capacity
By:
---------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:
---------------------------------
Name:
Title:
OXFORD STRATEGIC INCOME FUND
By: XXXXX XXXXX MANAGEMENT,
as Investment Advisor
By:
---------------------------------
Name:
Title:
- 28 -
29
INDOSUEZ CAPITAL FUNDING IIA,
LIMITED
By: Indosuez Capital Portfolio Advisor
By: /s/ Xxxxxxx Maranu
---------------------------------
Title: Vice President
INDOSUEZ CAPITAL FUNDING III,
LIMITED
By: Indosuez Capital Portfolio Advisor
By: /s/ Xxxxxxx Maranu
---------------------------------
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
By: XXXXX XXXXX MANAGEMENT,
as Investment Advisor
By:
---------------------------------
Name:
Title:
- 29 -
