EXHIBIT 4.1.b
CREDIT AGREEMENT
FIFTH AMENDMENT
This Fifth Amendment (this "Amendment") to the Credit Agreement (as defined
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below) is entered into as of May 25, 2001 by and among MacDERMID, INCORPORATED,
a Connecticut corporation (the "Company"), the several financial institutions
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party hereto (collectively, with Bank of America, N.A., the "Lenders";
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individually, a "Lender"), BANK OF AMERICA, N.A., as letter of credit issuing
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bank, swing line lender and administrative agent for the Lenders (the
"Administrative Agent") and BANC of AMERICA SECURITIES, LLC, as lead arranger
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and book manager. Unless otherwise specified herein, capitalized terms used in
this Amendment shall have the meanings ascribed to them by the Credit Agreement
(as defined below).
RECITALS
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WHEREAS, the Company, the Lenders from time to time party thereto and the
Administrative Agent are party to the Second Amended and Restated Multicurrency
Credit Agreement, dated as of October 25, 1998, amended and restated as of
December 15, 1998 and further amended and restated as of June 15, 1999 (as
amended by the First Amendment dated as of September 24, 1999, the Second
Amendment dated as of November 12, 1999, the Third Amendment and Waiver dated as
of June 2, 2000 and the Fourth Amendment dated as of December 19, 2000 and as
the same may be further amended, supplemented, restated or otherwise modified
from time to time in accordance with its terms and in effect, the "Credit
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Agreement"); and
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WHEREAS, the Company, the Administrative Agent and the Majority Lenders
Desire to make certain amendments to the Credit Agreement as specified
below; and
NOW, THEREFORE, in consideration of the mutual execution hereof and other
good and valuable consideration, the parties hereto agree as follows:
1. AMENDMENT TO THE AGREEMENT. The Credit Agreement is hereby amended,
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effective as of the Fifth Amendment Effective Date in accordance with Section 4
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hereof, as follows:
1.1 NEW DEFINITIONS. Section 1.1 of the Credit Agreement is hereby amended
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by adding the following definitions in the proper alphabetical location:
"Fifth Amendment" means that certain Fifth Amendment to this Agreement
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dated as of May 25, 2001.
"Fifth Amendment Effective Date" has the meaning assigned to that term
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in the Fifth Amendment.
"Required Take Out Debt Transaction" means any transaction whereby the
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Company incurs Take Out Debt after the Fifth Amendment Effective Date the net
Proceeds of which are equal to or greater than $150,000,000.
1.2 AMENDED DEFINITIONS.
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(a) "Applicable Margin". THE CHART IN THE DEFINITION OF
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"APPLICABLE MARGIN" IN SECTION 1.01 OF THE CREDIT AGREEMENT IS HEREBY AMENDED
BY DELETING THE CHART IN ITS ENTIRETY AND BY ADDING THE FOLLOWING NEW
CHART AND LANGUAGE THERETO:
Level Base Rate Loans Offshore Rate Loans Commitment Fee
I 1.25% 2.25% 0.500%
II 1.00% 2.00% 0.375%
III 0.75% 1.75% 0.275%
IV 0.50% 1.50% 0.250%
V 0.25% 1.25% 0.250%
Notwithstanding anything else herein to the contrary, in the
event that the Required Take Out Debt Transaction has not been consummated on or
before December 31, 2001, the second row of the above chart shall read as
follows:
I 1.75% 2.75% 0.500%
(b) "Consolidated EBIT". THE DEFINITION OF "CONSOLIDATED EBIT" IN
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SECTION 1.01 OF THE CREDIT AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING NEW DEFINITION:
"Consolidated EBIT" means, for any period the sum of Consolidated Net
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Income of the Company and its Consolidated Subsidiaries for such period, plus
(i) to the extent incurred during such period by the Company and its
Subsidiaries, any one-time non-cash charges not in excess of up to $15,000,000
in the aggregate for all test periods, (ii) Consolidated Interest Expense and
(iii) consolidated taxes of the Company and its Consolidated Subsidiaries for
such period; provided, however, that for all purposes for any businesses
acquired (whether by purchase accounting or pooling accounting) during the
period of determination (including Target and its Subsidiaries), Consolidated
EBIT for such period shall be determined on a pro forma basis as if such
acquisition had occurred as of the beginning of such period (including synergies
agreed to by the Administrative Agent in its reasonable discretion); provided,
further, that without the consent of the Administrative Agent and the Majority
Lenders, the Consolidated EBIT being added as a result of any such acquisition
shall not exceed (a) in the case that only unaudited financial statements are
available with respect to the assets, Person or division being acquired (whether
by merger, stock or asset purchase, or otherwise), the amount of Consolidated
EBIT of the acquiree on a stand alone basis being added from such acquisition
shall not exceed 15% of the otherwise applicable amount of Consolidated EBIT of
the Company and its Subsidiaries (other than the acquiree) taken as a whole, or
(b) the instance that unqualified audited financial statements in accordance
with GAAP are available for the acquiree, then 100% of the Consolidated EBIT
of the acquiree.
(c) "Consolidated EBITDA". THE DEFINITION OF "CONSOLIDATED EBITDA" IN
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SECTION 1.01 OF THE CREDIT AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING NEW DEFINITION:
"Consolidated EBITDA" means, for any period, the sum of Consolidated Net
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Income of the Company and its Consolidated Subsidiaries for such period, plus
(i) to the extent incurred during such period by the Company and its
Subsidiaries and not for determination of the Leverage Ratio related to pricing
Levels in the Applicable Margin definition, any one-time cash charges not in
excess of up to $15,000,000 in the aggregate for all test periods, (ii)
Consolidated Interest Expense, (iii) consolidated depreciation and amortization
expense and (iv) consolidated taxes of the Company and its Consolidated
Subsidiaries for such period; provided, however, that for all purposes for any
businesses acquired (whether by purchase accounting or pooling accounting)
during the period of determination (including Target and its Subsidiaries),
Consolidated EBITDA for such period shall be determined on a pro forma basis as
if such acquisition had occurred as of the beginning of such period (including
synergies agreed to by the Administrative Agent in its reasonable discretion);
provided, further, that without the consent of the Administrative Agent and the
Majority Lenders, the Consolidated EBITDA being added as a result of any such
acquisition shall not exceed (a) in the case that only unaudited financial
statements are available with respect to the assets, Person or division being
acquired (whether by merger, stock or asset purchase, or otherwise), the amount
of Consolidated EBITDA of the acquiree on a stand alone basis being added from
such acquisition shall not exceed 15% of the otherwise applicable amount of
Consolidated EBITDA of the Company and its Subsidiaries (other than the
acquiree) taken as a whole, or (b) the instance that unqualified audited
financial statements in accordance with GAAP are available for the acquiree,
then 100% of the Consolidated EBITDA of the acquiree.
(d) "Permitted Swap Obligations". THE DEFINITION OF "PERMITTED SWAP
--------------------------
OBLIGATIONS" IN SECTION 1.01 OF THE CREDIT AGREEMENT IS HEREBY DELETED IN
ITS ENTIRETY AND REPLACED WITH THE FOLLOWING NEW DEFINITION:
"Permitted Swap Obligations" means all obligations (contingent or
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otherwise) of the Company or any Subsidiary existing or arising under Swap
Contracts, provided that each of the following criteria is satisfied: (I) (a)
such obligations are (or were) entered into by such Person in the ordinary
course of business for the purpose of directly mitigating risks associated with
liabilities, commitments or assets held or reasonably anticipated by such
Person, or changes in the value of securities issued by such Person in
conjunction with a securities repurchase program not otherwise prohibited
hereunder, and not for purposes of speculation or taking a "market view" and (b)
such Swap Contracts do not contain (i) any provision ("walk-away" provision)
exonerating the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party, or (ii) in the event that the
Swap Contract provider is not a Lender (or any Affiliate of a Lender), any
provision creating or permitting the declaration of an event of default,
termination event or similar event upon the occurrence of an Event of Default
(other than an Event of Default under Section 10.01(a)) or (II) such Swap
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Contract was entered into prior to the Announcement Date and is listed on
Schedule 6.21.
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1.3 SECTION 8.01 DEBT. Section 8.01 of the Credit Agreement is hereby
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amended by replacing "$250,000,000" in clause (g) thereof with "$350,000,000".
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1.4 SECTION 8.02 RESTRICTED PAYMENTS. Section 8.02 is hereby amended by
---------------------------------
adding the following new language immediately at the end of the first paragraph
thereof:
"provided, further, in the event that the Required Take Out Debt
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Transaction does not occur on or before December 31, 2001, and if as shown on
The Compliance Certificate for the most recently ended fiscal quarter of
the Company, the Company's Leverage Ratio is greater than 3.50 to 1.00, neither
the Company, nor any Subsidiary of the Company shall declare or make any
Restricted Payment described in clause (b) of the definition of Restricted
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Payment (other than the repurchase by the Company of its capital stock from
employees of the Company in amounts not in excess of $1,000,000 in any
fiscal year)."
1.5 SECTION 8.05 CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. Section
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8.05(i) of the Credit Agreement is hereby amended by adding the following new
language immediately at the end thereof:
"and (z) in the event that the Required Take Out Debt Transaction does
not occur on or before December 31, 2001, demonstrating that such transaction
would not on a pro forma basis cause the Company's Leverage Ratio as shown on
the Compliance Certificate for the most recently ended fiscal quarter of
the Company to be greater than or 3.50 to 1.00."
1.6 SECTION 9.01 CONSOLIDATED EBIT TO CONSOLIDATED INTEREST EXPENSE RATIO.
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Section 9.01 of the Credit Agreement is hereby deleted in its entirety and
Replaced with the following new Section 9.01:
"9.01 Consolidated EBIT to Consolidated Interest Expense Ratio.
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The ratio of Consolidated EBIT tested at the end of each fiscal quarter
for the preceding four fiscal quarters shall not during the periods set forth
below be less than the following:
Period Ratio
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April 1, 2001 through December 31, 2002 2.00 to 1.00
January 1, 2003 and thereafter 2.25 to 1.00"
1.7 SECTION 9.03 MAXIMUM TOTAL DEBT TO CONSOLIDATED EBITDA. Section 9.03
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of the Credit Agreement is hereby deleted in its entirety and replaced with the
following new Section 9.03:
"9.03 Maximum Total Debt to Consolidated EBITDA.
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The ratio of Adjusted Consolidated Total Debt to Consolidated EBITDA
tested at the end of each fiscal quarter for the preceding four fiscal quarters
shall not during the periods set forth below exceed the following:
Period Ratio
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April 1, 2001 to December 31, 2001 4.00 to 1.00
January 1, 2002 to June 30, 2002 3.75 to 1.00
July 1, 2002 and thereafter 3.50 to 1.00
Provided however, in the event that the Required Take Out Debt
Transaction has not been consummated on or before December 31, 2001, the
following periods and ratios shall be substituted for the above listed periods
and ratios:
Period Ratio
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April 1, 2001 to September 30, 2001 4.00 to 1.00
October 1, 2001 to March 31, 2002 3.75 to 1.00
April 1, 2002 to March 31, 2003 3.50 to 1.00
April 1, 2003 and thereafter 3.25 to 1.00"
1.8 INCORPORATION OF REPRESENTATIONS AND WARRANTIES. Article VI of the
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Agreement is hereby amended by adding the following new Section 6.27:
"6.27 Representations and Warranties Incorporated From the Fifth
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Amendment. Each of the representations and warranties given by Company to the
Administrative Agent and the Lenders in the Fifth Amendment are true and correct
in all material respects as of the date of the Fifth Amendment, except to the
extent such representations and warranties are expressly made as of a specified
date in which event such representations and warranties shall be true and
correct as of such specified date, and such representations and warranties are
incorporated herein by this reference with the same effect as though set forth
in their entirety herein."
2. ACKNOWLEDGEMENT.
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CREDIT SUISSE FIRST BOSTON IS CURRENTLY NOT A LENDER UNDER THE CREDIT
AGREEMENT BUT MAY DESIRE TO PARTICIPATE AS A LENDER EFFECTIVE AFTER THE FIFTH
AMENDMENT EFFECTIVE DATE AND, IF SO, WILL AGREE TO ASSUME THE PORTION OF THE
OUTSTANDING LOANS (AND, IN THE CASE OF THE REVOLVING COMMITMENT, ITS PORTION OF
THE UNFUNDED REVOLVING COMMITMENT) REFLECTED ON A NEW SCHEDULE 2.01 TO THE
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CREDIT AGREEMENT WHICH WOULD REPLACE THE EXISTING SCHEDULE 2.01 IN ITS ENTIRETY
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AND WHICH WOULD BE DISTRIBUTED TO EACH LENDER UPON SUCH EVENT. IN THE EVENT
CREDIT SUISSE FIRST BOSTON BECOMES A LENDER, CREDIT SUISSE FIRST BOSTON WOULD
FUND TO EACH EXISTING LENDER AN AMOUNT REFLECTING THE PROPORTIONAL REDUCTION OF
SUCH LENDER'S OUTSTANDING LOANS AND REVOLVING COMMITMENT RESULTING FROM CREDIT
SUISSE FIRST BOSTON'S PARTICIPATION IN THE CREDIT AGREEMENT. THE NEW SCHEDULE
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2.01 WOULD REFLECT THE REDUCTION IN EACH SUCH LENDER'S OUTSTANDING LOANS AND
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REVOLVING COMMITMENT.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
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and warrants to Administrative Agent and the Lenders as follows:
3.1 INCORPORATION OF REPRESENTATION AND WARRANTIES FROM AGREEMENT. The
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representations and warranties contained in the Credit Agreement, as amended
hereby, and in the other Loan Documents are true and correct in all material
respects at and as of the Fifth Amendment Effective Date (except to the extent
specifically made with regard to a particular date in which case such
representations and warranties shall be true and correct as of such date).
3.2 ABSENCE OF DEFAULT OR EVENT OF DEFAULT. Before and after giving effect
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to this Amendment, no Default or Event of Default will exist or will be
continuing.
3.3 CORPORATE POWER AND AUTHORITY. The Company has the corporate power
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and authority to execute, deliver and perform the terms and provisions of this
Amendment and has taken all necessary corporate action to authorize the
execution, delivery and performance by it of this Amendment.
3.4 NO ADDITIONAL CONSENTS REQUIRED. No authorization or approval or
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other action by, and no notice to or filing or registration with, any Person is
required in connection with, the execution, delivery and performance hereof
other than those obtained and in full force and effect.
3.5 BINDING OBLIGATION. This Amendment has been duly executed and
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delivered by the Company and is the legal, valid and binding obligation the
Company enforceable against the Company in accordance with its terms, except as
the enforcement thereof may be subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and general principles of equity (regardless of
whether enforcement is sought in equity or at law).
3.6 NO VIOLATION OR CONFLICT. Neither the execution, delivery and
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performance of this Amendment by the Company nor the consummation of the
transactions contemplated hereby will (i) contravene any provision of any
Requirement of Law applicable to the Company or (ii) conflict with or result in
a breach by the Company of any Organizational Document.
3.7 GOOD STANDING. On the Fifth Amendment Effective Date, the Company is
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a duly organized and validity existing corporation in good standing in its state
of incorporation.
3.8 NO AMENDMENTS TO BYLAWS. A true and complete copy of the bylaws of the
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Company has been delivered to Administrative Agent prior to or on the date of
This Amendment.
4. CONDITIONS TO EFFECTIVENESS OF THE AMENDMENT. Subject to the terms
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and conditions of this Section 4, this Amendment shall become effective upon
the date of the satisfaction of the conditions set forth below (the "Fifth
Amendment Effective Date"):
4.1 PROPER EXECUTION AND DELIVERY OF AMENDMENT. The Company,
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Administrative Agent and the Majority Lenders shall have duly executed and
delivered to Administrative Agent this Amendment.
4.2 REPRESENTATIONS AND WARRANTIES; DEFAULT OR EVENT OF DEFAULT; OFFICER'S
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CERTIFICATE. After giving effect to this Amendment, the representations and
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warranties set forth in the Credit Agreement, in the other Loan Documents and in
Section 3 of this Amendment shall be true and correct, except to the extent such
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representations and warranties are expressly made as of a specified date in
which event such representations and warranties shall be true and correct as of
such specified date, no Default or Event of Default shall have occurred or be
continuing and Administrative Agent shall have received a certificate executed
by a Responsible Officer on behalf of the Company, dated the Fifth Amendment
Effective Date stating that after giving effect to this Amendment, the
representations and warranties set forth in the Credit Agreement, in the other
Loan Documents and in Section 3 of this Amendment are true and correct as of the
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date of such certificate, except to the extent such representations and
warranties are expressly made as of a specified date in which event such
representations and warranties shall be true and correct as of such specified
date, no Default or Event of Default has occurred and is continuing, and that
the conditions of this Section 4 have been fully satisfied or waived (other than
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those conditions which require the satisfaction of the Administrative Agent).
4.3 APPROVALS. All necessary governmental (domestic and foreign) and third
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party approvals in connection with the execution and delivery of this Amendment
shall have been obtained and remain in effect, without any action being taken by
any competent authority which restrains, prevents or imposes materially adverse
conditions upon the consummation of all or any part thereof. Additionally,
there shall not exist any judgment, order, injunction or other restraint issued
or filed or a hearing seeking injunctive relief or other restraint pending or
notified prohibiting or imposing materially adverse conditions upon all or any
part of the execution and delivery of this Amendment.
4.4 FEES. The Company shall have paid to Administrative Agent and the
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Lenders all costs, fees and expenses (including, without limitation, the
Reasonable Legal fees and expenses of Winston & Xxxxxx invoiced on or prior to
the Fifth Amendment Effective Date) payable to Administrative Agent and the
Lenders to the extent then due, including, without limitation, pursuant to
Section 6 of this Amendment.
4.5 NO CONFLICT. The execution of this Amendment and the consummation
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of the transactions contemplated thereby shall not violate or conflict with any
law, rule or regulation or any material agreement, contract or other obligation
binding upon or affecting the property of Company or any of its Subsidiaries or
business.
4.6 CORPORATE PROCEEDINGS AND DELIVERIES. All corporate and legal
------------------------------------
proceedings and all instruments and agreements in connection with the execution
and delivery of this Amendment shall be satisfactory in form and substance to
Administrative Agent and the Majority Lenders and Administrative Agent and all
Lenders shall have received all information and copies of all documents and
papers, including records of corporate proceedings, governmental approvals,
good standing certificates and bring-down telegrams or certificates, if any,
which Administrative Agent or any Lender reasonably may have requested in
connection therewith, such documents and papers where appropriate to be
certified by proper corporate or Governmental Authorities.
Each Lender hereby agrees that by its execution and delivery of its
signature page hereto, such Lender approves of and consents to each of the
matters set forth in this Amendment which must be approved by, or which must be
satisfactory to, the Administrative Agent, or the Majority Lenders or such
Lender, as the case may be; provided that, in the case of any agreement or
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document which must be approved by, or which must be satisfactory to, the
Majority Lenders, Administrative Agent or Borrower shall have delivered a copy
of such agreement or document to such Lender if so requested on or prior to the
Fifth Amendment Effective Date.
5. REFERENCES TO AND EFFECT ON THE CREDIT AGREEMENT.
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On and after the date hereof each reference in the Credit Agreement to
"this Agreement," "hereunder," "hereof," "herein," or words of like import, and
each reference to the Agreement, as the case may be, in the Loan Documents and
all other documents (the "Ancillary Documents") delivered in connection with the
Credit Agreement shall mean and be a reference to the Credit Agreement as
amended hereby.
Except as specifically amended above, the Credit Agreement and the other
Loan Documents shall remain in full force and effect and are hereby ratified
and confirmed.
The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Lenders or Administrative Agent under the Credit
Agreement or the other Loan Documents.
6. FEES, COSTS AND EXPENSES. On or before the Fifth Amendment Effective Date,
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(a) the Company agrees to pay a fee to the Administrative Agent on behalf of
each Lender (other than any Lender who has waived such fee) which has executed
and delivered this Amendment on or prior to 12:00 noon, E.S.T. on May 25, 2001
equal to 20 bps times the sum of the aggregate Commitment of such Lender as in
effect under the Credit Agreement on the Fifth Amendment Effective Date; (b) the
Company agrees to pay to the Administrative Agent for the Administrative Agent's
own account those fees specified in that certain Fee Letter dated as of May 11,
2001 among the Company and the Administrative Agent; and (c) the Company also
agrees to pay all reasonable costs and expenses in connection with the
negotiation, preparation, printing, typing, reproduction, execution and delivery
of this Amendment and all other documents furnished pursuant hereto or in
connection herewith, including without limitation, the reasonable fees and
out-of-pocket expenses of Winston & Xxxxxx, special counsel to Administrative
Agent, or the reasonable allocated costs of staff counsel as well as the
fees and out-of-pocket expenses of counsel, independent public accountants and
other outside experts retained by Administrative Agent in connection with the
administration of this Amendment.
7. REAFFIRMATION OF GUARANTIES. Each Subsidiary Guarantor as a guarantor of the
-----------------------------
Obligations under the Subsidiary Guaranty and the other Loan Documents, hereby
reaffirms its continuing obligations and liabilities thereunder, and agrees that
such Subsidiary Guaranty and the other Loan Documents shall remain in full force
and effect and cover and extend to all Obligations under the Credit Agreement
(as amended hereby).
8. EXECUTION IN COUNTERPARTS. This Amendment may be executed in counterparts,
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each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument. Delivery of an executed counterpart of a signature page to this
Amendment by facsimile transmission shall be effective as delivery of a
manually executed counterpart of this Amendment.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
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ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
[signature pages follow]
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.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President, Treasurer and Controller
--------------------------------------------
MacDERMID TOWER, INC.
MacDERMID TARTAN, INC.
MacDERMID ACUMEN, INC.
MacDERMID EQUIPMENT, INC.
MacDERMID SOUTH ATLANTIC, INC.
MacDERMID OVERSEAS ASIA,
LIMITED
MacDERMID EUROPE, INC.
MacDERMID DELAWARE, INC.
MacDERMID INVESTMENTS
CORPORATION
ELNIC, INC.
MacDERMID SOUTH AMERICA, INC.
SPECIALTY POLYMERS, INC.
ECHO INVESTMENTS, INC.
MCD ACQUISITION CORP.
X. XXXXXXX, INC.
X. XXXXXXX USA, LLC
CANNING GUM, LLC
By: /s/ Xxxx Xxxx Xxxxxxx
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Xxxx Xxxx Xxxxxxx
Title: Secretary
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BANK OF AMERICA, N.A., f/k/a BANKOF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, successor by
merger to BANK OF AMERICA, N.A.,
f/k/a NATIONSBANK, N.A.,
as Administrative Agent
By: /s/ Xxxxxx X. Xxxx
----------------
Xxxxxx X. Xxxx
Title: Managing Director
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BANK OF AMERICA, N.A., f/k/a BANK
OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, successor by
merger to BANK OF AMERICA, N.A.,
f/k/a NATIONSBANK, N.A.,
Individually as a Lender, the Swing Line
Lender and as the Issuing Bank
By: /s/ Xxxxxx X. Xxxx
----------------
Xxxxxx X. Xxxx
Title: Managing Director
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FLEET BANK, N.A., as Syndication Agent and as a Lender
By: /s/ Xxxxxx X. Xxxx
----------------
Xxxxxx X. Xxxx
Title: Director
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THE BANK OF NEW YORK, as Co-Agent and as a Lender
By:_________________________________
Title:_______________________________
FIRST UNION NATIONAL BANK, as Co-Agent and as a Lender
By:_________________________________
Title:_______________________________
LLOYDS TSB BANK PLC as Co-Agent and as a Lender
By:_________________________________
Title:_______________________________
LLOYDS TSB BANK PLC as Co-Agent and as a Lender
By:_________________________________
Title:_______________________________
THE CHASE MANHATTAN BANK
By:_________________________________
Title:_______________________________
COMERICA BANK
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Title: Vice President
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BANK ONE, N.A. (f/k/a/ THE FIRST NATIONAL BANK
OF CHICAGO)
By:_________________________________
Title:_______________________________
ABN AMRO BANK N.V.
By: /s/ Xxxxxx Xxxxx
-------------
Xxxxxx Xxxxx
Title: Group Vice President
----------------------
ABN AMRO BANK N.V.
By:_________________________________
Title:_______________________________
BANK OF MONTREAL
By: /s/ Xxxxxxx X. Xxxxx
------------------
Xxxxxxx X. Xxxxx
Title: Managing Director
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BANK OF TOYKO-MITSUBISHI TRUST COMPANY
By:_________________________________
Title:_______________________________
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK AG, CAYMAN ISLAND BRANCH
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------
Xxxxxxx X. Xxxxxxx
Title: Vice President
---------------
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK AG, CAYMAN ISLAND BRANCH
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------
Xxxxxxx X. Xxxxxxx
Title: Vice President
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THE ROYAL BANK OF SCOTLAND plc
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Title: Sr. Vice President
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UNICREDITO ITALIANO S.p.A., New York
Branch
By: /s/ Nicola Longodente
------------------
Nicola Longodente
Title: First Vice President
----------------------
UNICREDITO ITALIANO S.p.A., New York Branch
By: /s/ Xxxxxxxxxx Xxxxxxx
-------------------
Xxxxxxxxxx Xxxxxxx
Title: First Vice President
----------------------
HSBC BANK USA
By: /s/ Xxxxx Xxxxxxxxx
----------------
Xxxxx Xxxxxxxxx
Title: Vice President
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FORTIS (USA) FINANCE LLC
By:_________________________________
Title:_______________________________
WACHOVIA BANK, N.A.
By: /s/ Xxxx Xxxxxx
------------
Xxxx Xxxxxx
Title: Senior Vice President
-----------------------
