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EXHIBIT 10.3
AMENDMENT NO. 2
TO
CREDIT AGREEMENT
AMENDMENT NO. 2 ("Amendment No. 2") dated as of March __, 2000 (the
"Amendment Date") to the Credit Agreement dated as of November 3, 1999 (the
"Credit Agreement"), among XXXXXX XXXXXXX HALTER, INC., a corporation organized
and existing under the laws of the State of Mississippi (the "Borrower"), the
financial institutions from time to time party thereto (the "Lenders"), XXXXX
FARGO BANK (TEXAS), NATIONAL ASSOCIATION, a national banking association, as
Administrative Agent and Co-Arranger (the "Agent"), and BANK ONE CAPITAL
MARKETS, INC., as Co-Arranger and Syndication Agent.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders made available
to the Borrower a loan facility of up to USD 164,218,250, as evidenced by the
promissory note of the Borrower dated November 3, 1999; and
WHEREAS, the parties wish to amend certain provisions of the Credit
Agreement as set forth herein.
NOW THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Credit Agreement as follows:
1. Section 1.1 is hereby amended as follows:
1.1 The definition of "Amendment Date" is hereby added to
Section 1.1 and reads as follows:
"`Amendment Date' means the date of Amendment No. 2 to this
Credit Agreement."
1.2 The second sentence of the definition of "Applicable
Commitment Fee Percentage" is deleted in its entirety
and the following shall be substituted in place
thereof:
"Notwithstanding the foregoing table or anything else
herein contained to the contrary, from and after
April 1, 2000, the Applicable Commitment Fee
Percentage shall be 1.0% until the delivery to the
purchaser of each and every vessel to be delivered
under the Ocean Rig Contracts and the Petrodrill Rig
Contracts, after which date, and provided that no
Default or Event of Default has occurred and is
continuing, the Applicable Commitment Fee Percentage
shall be reduced to the rate
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of 0.75%, until the earlier of (x) December 31, 2000 and (y)
the Voluntary Step Down Date after which date the foregoing
table shall be applicable."
1.3 The table set forth in the definition of "Applicable
Margin Amount" is deleted in its entirety and the
following shall be substituted in place thereof:
Applicable Margin
(basis points)
-----------------
Borrower's LIBOR Base Rate
Leverage Ratio Margin Margin
---------------- ------ ---------
Level I: < 1.0 137.5 25.0
Level II: => 1.00 to 1.50 175.0 50.0
Level III: => 1.50 to 2.00 212.5 75.0
Level IV: => 2.00 to 2.50 250.0 100.0
Level V: => 2.50 to 3.25 275.0 125.0
Level VI: => 3.25 300.0 150.0
1.4 The second sentence of the definition of "Applicable
Margin Amount" is deleted in its entirety and the
following shall be substituted in place thereof:
"Notwithstanding the foregoing table or anything else
herein contained to the contrary, from and after
April 1, 2000 for any new Advances and Base Rate
Advances and from and after the expiration of any
LIBOR Advances outstanding on the Amendment Date, the
Applicable Margin Amount for Base Rate Advances shall
be 2.0% until the delivery to the purchaser of each
and every vessel to be delivered under the Ocean Rig
Contracts and the Petrodrill Rig Contracts, after
which date the Applicable Margin Amount shall be
determined in accordance with the foregoing table,
provided that no Default or Event of Default has
occurred and is continuing."
1.5 The second sentence of the definition of "Asset
Sales" shall be deleted in its entirety and the
following shall be substituted in place thereof:
"Notwithstanding the foregoing, the following
transactions will be deemed not to be Asset Sales:
(A) a sale of assets by the Borrower to a Guarantor
or by a Guarantor to the Borrower or to another
Guarantor and (B) a sale of assets if either the
sales price or the appraised value of such assets is
$1,000,000 or less, and if such assets are promptly
replaced thereafter by assets of a similar type and
value."
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1.6 A new definition is hereby added to the Credit
Agreement, which reads as follows:
"`Commitment Reduction Fee' shall mean a fee equal to
two and one-half percent (2.5%) of the Commitment as
of the Amendment Date, payable to the Agent for the
ratable benefit of the Lenders, subject to a single
reduction in accordance with the following table:
Reduction in Commitment Reduction Fee
-------------------------------------
Commitment Amount By 6/30/00 By 7/31/00 By 8/31/00 By 9/30/00
----------------- ---------- ---------- ---------- ----------
Less than $100,000,000 20% 15% 10% 5%
Less than $75,000,000 30% 25% 20% 15%
Less than $50,000,000 40% 35% 30% 25%
$0 50% 45% 40% 35%
The Commitment Reduction Fee shall be reduced in
accordance with the highest percentage corresponding
to the level of the reduction of the Commitment
attained by the Borrower. As an example, if the
Borrower reduces the Commitment by June 30, 2000 to
an amount less than $100,000,000 but greater than
$75,000,000, the Commitment Reduction Fee shall be
reduced by 20%. If the Borrower then reduces the
Commitment to less than $75,000,000 but greater than
$50,000,000 by July 31, 2000, the total aggregate
reduction in the Commitment Reduction Fee shall be
25%."
1.7 A new definition is hereby added to the Credit
Agreement, which reads as follows:
"`Contract Loss' shall mean a loss under any contract
of the Borrower or any Subsidiary in which the stated
contract amount is USD 10,000,000 or greater, such
loss being measured at the time the Borrower or such
Subsidiary becomes aware that it must recognize a
contract loss in respect of such contract in
accordance with GAAP."
1.8 A new definition is hereby added to the Credit
Agreement, which reads as follows:
"`Documentation Agent' shall mean Royal Bank of
Canada."
1.9 The definition of "Fixed Charge Coverage Ratio" shall
be deleted in its entirety and the following shall be
substituted in place thereof:
"`Fixed Charge Coverage Ratio' shall mean, for any
period, (A) the sum of (i) GAAP Cash Flow from
Operations, (ii) unrestricted cash balances, and
(iii) the available Commitment under the Revolving
Credit Facility, less capital expenditures used for
the maintenance or repair of existing assets, divided
by the sum total of cash payments in respect of
required principal payments on Indebtedness and
required payments under capital leases.
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1.10 A new definition is hereby added to the Credit Agreement,
which reads as follows:
"`GAAP Cash Flow from Operations' means, for any
period, the amount set forth in the quarterly and
annual consolidated financial statements of the
Borrower on the line in the statement of cash flows
which summarizes the Borrower's cash flow from
operating activities."
1.11 The definition of "Leverage Ratio" is amended to add
the following language:
"; provided that EBITDA shall be determined for
purposes of this definition as follows:
(a) for the fiscal quarter ending March 31, 2000,
EBITDA shall mean the Borrower's EBITDA for the
fiscal quarter then ending, multiplied by four;
(b) for the fiscal quarter ending June 30, 2000,
EBITDA shall mean the Borrower's EBITDA for the
two fiscal quarters then ending, multiplied by
two;
(c) for the fiscal quarter ending September 30,
2000, EBITDA shall mean the Borrower's EBITDA for
the three quarters then ending, multiplied by one
and one-third; and
(d) thereafter on a rolling four-quarter basis."
1.12 The definition of "Majority Lenders" shall be amended
and revised so that all references to "fifty-one
percent (51%)" are changed to "sixty-six and
two-thirds percent (66.66%)".
1.13 The definitions of "Material adverse effect" and
"materially adversely affected" shall be amended and
revised so that all references to "USD 2,000,000" are
changed to "USD 1,000,000."
1.14 The definition of "Mortgages" is hereby amended to
include any leasehold mortgages the Agent may request
the Borrower or any Subsidiary to execute and deliver
to the Agent from time to time.
1.15 A new definition is hereby added to the Credit
Agreement, which reads as follows:
"`Ocean Rig Contracts' shall mean those contracts
between the Borrower (or one of its Subsidiaries) and
Ocean Rig ASA, Inc. concerning the construction,
delivery and price of the Bingo 9001 and Bingo 9002
drilling rigs."
1.16 A new definition is hereby added to the Credit
Agreement, which reads as follows:
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"`Petrodrill Rig Contracts' shall mean those
contracts between the Borrower and _________
concerning the construction, delivery and price of
the B103 and B104 drilling rigs."
1.17 A new definition is hereby added to the Credit
Agreement, which reads as follows:
"`Settlement' shall mean, any revision, extension or
renegotiation of an existing contract whether entered
into through the mutual consent of the contracting
parties or by court order or direction of an
arbitration panel where the amended contract amount
represents a change of greater than $10,000,000.00
from the original contract amount."
2. Section 2 is hereby amended as follows:
2.1 The following sentence is hereby added as the
penultimate sentence of Section 2.1(c):
"The Agent may terminate the Swing Line in its sole
discretion upon two (2) weeks' prior written notice
to the Borrower, setting forth in such notice the
date upon which the Swing Line shall terminate, at
which time all outstanding Swing Line Advances, plus
interest accrued thereon and any fees incurred in
connection therewith, shall be repaid in full."
2.2 Section 2.1(d) is deleted in its entirety and the
following shall be substituted in place thereof:
"(d) The Revolving Loan Commitment shall be reduced
by seventy-five percent (75%) of the Net
Proceeds of any Asset Sales."
2.3 A new sentence is hereby added to Section 2.3(c)
which reads as follows:
"The LC Facility will be reduced by the face amount
of any expiring, drawn or canceled Tranche B Letters
of Credit, excluding, however, those expiring Tranche
B Letters of Credit with automatic renewals which are
actually renewed."
3. A new Section 5.1(e) is hereby added to the Credit Agreement,
which reads as follows:
"(e) Notwithstanding anything herein contained to
the contrary, from and after the Amendment
Date, no Advance shall be a LIBOR Advance
until the delivery to the purchaser of each
and every vessel to be delivered under the
Ocean Rig Contracts and the Petrodrill Rig
Contracts."
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4. Section 9.1(b) is deleted in its entirety and the following
added in substitution thereof:
"(b) The Borrower shall pay to the Agent for distribution
to the Issuing Lender an annual letter of credit fee equal
to the face amount of each Letter of Credit (including the
Dollar Equivalent of the face amounts of outstanding
Offshore Currency Letters of Credit) outstanding times (i)
three percent (3%) per annum for the period from April 1,
2000 until the delivery to the purchaser of each and every
vessel to be delivered under the Ocean Rig Contracts and
the Petrodrill Rig Contracts, and (ii) the Applicable
Margin Amount then in effect for LIBOR Advances for all
other periods hereunder, each such fee to be payable
quarterly in arrears; provided that the Agent shall deduct
from such fee, for payment to the Issuing Lender, an
amount equal to one-tenth of one percent (0.10%) of the
face amount of each such Letter of Credit (including the
Dollar Equivalent of the face amounts of outstanding
Offshore Currency Letters of Credit); and provided
further, that if any Existing Letter of Credit is not
replaced with a new Letter of Credit within ninety (90)
days following the date hereof, the Borrower shall pay to
the Issuing Lender for such Existing Letters of Credit an
additional letter of credit fee equal to one-tenth of one
percent (0.10%) of the face amount of each such Letter of
Credit, payable quarterly in arrears."
5. A new Section 9.1(d) is hereby added to the Credit Agreement,
which reads as follows:
"(d) The Borrower will pay to the Agent for ratable
distribution to the Lenders, the Commitment
Reduction Fee on the earlier of (a) the
termination of the Commitment and (b) September
30, 2000."
6. Section 11 is hereby amended as follows:
6.1 Section 11.1(a)(iv) shall be deleted in its entirety and
the following shall be substituted in place thereof:
"(iv) as soon as available and in any event within
thirty (30) days after the end of each month, a
profit and loss report by contract for projects
where the total contract amount is in excess of
$10,000,000, in form and substance satisfactory
to the Agent."
6.2 The following sentence is hereby added to Section 11.1(b)
as the second sentence thereof:
"The Agent may order audits and examinations by outside
auditing or consulting firms that may include the review
and testing of the Borrower's business plan and any items
relating to its business plan including underlying
contract assumptions, expense projections, revenue timing,
Eligible Accounts (including, without limitation, test
verifications, aging and reconciliations thereof, and
trial balances
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therefor), Eligible Inventory and other related items, the
costs of which shall be borne by the Borrower."
6.3 A new Section 11.1(g) is hereby added to the Credit
Agreement, which reads as follows:
"(g) The Borrower will furnish to the Agent, as soon as
available and in any event within thirty (30) days
after the end of each month, a statement of
Borrower's consolidated cash receipts for such
month and a consolidating cash receipts projection
for the subsequent three months, setting forth by
contract the payments to the Borrower and its
Subsidiaries under each of their contracts for the
repair, construction and refurbishment of vessels
and other equipment, and the costs to the Borrower
and its Subsidiaries of the goods and services
required thereunder for such period; provided that
such statement shall not include or take into
account any changes or adjustments to balance
sheet items."
6.4 A new Section 11.1(h) is hereby added to the Credit
Agreement, which reads as follows:
"(h) Promptly upon the occurrence of each Contract
Loss, and no less than five (5) Business Days
prior to the Borrower's or any Subsidiary's
entering into any Settlement, the Borrower shall
provide to the Agent a statement of projected
expenses and revenues of the Borrower (on a
consolidated basis), which statement shall give
effect to each Settlement (including without
limitation the proposed Settlement) and each
Contract Loss."
6.5 A new Section 11.11 is hereby added to the Credit
Agreement, which reads as follows:
"11.11 Field Audits and Environmental Audits. The Borrower
shall, and shall cause each Subsidiary to, within thirty
(30) days following the date of Amendment No. 2:
(a) commence Phase I environmental audits for each
parcel of real property owned by the Borrower or any
Subsidiary; and
(b) cooperate fully with the Agent and the Lenders to
commence an audit of the Borrower's and the
Subsidiaries' books, records and accounts."
7. Section 12 is hereby amended as follows:
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7.1 Section 12.5(h) of the Credit Agreement shall be deleted
in its entirety and the following shall be substituted in
place thereof:
"(h) other Indebtedness not otherwise permitted by this
Section 12.5 in the principal amount outstanding
of up to USD 5,000,000 in any year, and up to an
aggregate of USD 10,000,000 from the date hereof
through the Maturity Date."
7.2 Section 12.10 of the Credit Agreement shall be deleted in
its entirety and the following shall be substituted in
place thereof:
"Sale of Fixed Assets or Accounts. Sell, transfer or
assign any fixed assets or any account receivable;
provided, however, that the Borrower may sell, transfer or
assign any assets in the ordinary course of business in an
amount of up to an aggregate of USD 5,000,000 from the
date of this Credit Agreement through the Maturity Date;
provided, further, that one hundred percent (100%) of the
Net Proceeds from such sales shall be applied first to
repay the any amounts outstanding under the Revolving
Credit Facility and second to cash collateralize Tranche B
Letters of Credit to the extent the aggregate face amount
of such Letters of Credit exceeds eighty percent (80%) of
the orderly liquidation value of the Equipment."
7.3 Section 12.11 of the Credit Agreement shall be deleted in
its entirety and the following shall be substituted in
place thereof:
"Leverage Ratio. Permit the Leverage Ratio to be greater
than the Required Ratio set forth below:
Quarter Ending Required Ratio
-------------- --------------
March 31, 2000 4.50 to 1.00
June 30, 2000 4.00 to 1.00
September 30, 2000 4.00 to 1.00
December 31, 2000 3.00 to 1.00
March 31, 2001 3.00 to 1.00
June 30, 2001 and 2.25 to 1.00"
each quarter thereafter
7.4 Section 12.12 of the Credit Agreement shall be deleted in
its entirety and the following shall be substituted in
place thereof:
"Fixed Charge Coverage Ratio. Permit its Fixed Charge
Coverage Ratio to be less than the Required Ratio set
forth below:
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Quarter Ending Required Ratio
-------------- --------------
March 31, 2000 1.10
June 30, 2000 1.50
September 30, 2000 1.35
December 31, 2000 1.25
March 31, 2001 1.50
June 30, 2001 1.50
September 30, 2001 1.35
December 31, 2001 1.25
March 31, 2002 and 1.50
thereafter
7.5 Section 12.13 of the Credit Agreement shall be deleted in
its entirety and the following shall be substituted in
place thereof:
"Net Worth. Permit its Net Worth, as measured on a
quarterly basis, to be less than the aggregate of (a)
ninety-five percent (95%) of Net Worth at December 31,
1999, plus (b) seventy-five percent (75%) of positive net
income for each fiscal quarter and (c) seventy-five
percent (75%) of the Net Proceeds of future offerings of
common stock or other equity of the Borrower."
7.6 Section 12.15(a) shall be amended and revised such that
the following shall be added to the end of the existing
paragraph:
"; provided further, that, until delivery to the purchaser
of each and every vessel to be delivered under the Ocean
Rig Contracts and the Petrodrill Rig Contracts, neither
the Borrower nor any Subsidiary shall make any
Acquisition."
7.7 Section 12.15(d) shall be deleted in its entirety and the
following shall be substituted in place thereof:
"(d) present and future investments in joint ventures
or similar arrangements, including guarantees of
joint venture obligations, up to USD 13,000,000 in
respect of any one such investment, not to exceed
USD 20,000,000 in respect of all such investments;
and"
7.8 Section 12.15(e) shall be deleted in its entirety and the
following shall be substituted in place thereof:
"(e) capitalized fixed asset additions, not to exceed
USD 12,000,000 per calendar year; provided that,
notwithstanding anything herein to the contrary,
neither the Borrower nor any of its U.S.
subsidiaries shall make advances or loans to any
one non-U.S. subsidiary in excess of USD 5,000,000
and to all non-U.S. subsidiaries which exceed, in
the aggregate, USD 10,000,000."
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7.9 Section 12.17 shall be deleted in its entirety and the
following shall be substituted in place thereof:
"Dividends. Without the consent of the Majority Lenders,
make any dividend payments (other than dividends payable
in stock) or other distributions to its stockholders or
redeem or otherwise acquire any of its stock."
8. A new Section 13.1(l) is hereby added to the Credit Agreement,
which reads as follows:
"(l) The Borrower or any Subsidiary incurs a Contract
Loss or enters into a Settlement, and after giving
effect to such Settlement or Contract Loss and all
other Settlements and Contract Losses, the cash
flow projections of the Borrower in any statement
required to be delivered under Section 11.1(h)
indicate such Settlement or Contract Loss shall or
is likely to result in a Default or Event of
Default under Sections 13.1 (a) through (h)."
9. Conditions Precedent.
9.1 Documents and Other Items Required as Conditions Precedent to
Amendment No. 2. The effectiveness of the modifications to the
Credit Agreement contemplated by this Amendment No. 2 is subject
to the condition precedent that the Agent shall have received at
or prior to the Amendment Date all of the following, each dated on
or before the Amendment Date and each in form and substance
satisfactory to the Agent and its counsel:
(a) Each of the following documents (the "Amendment
Documents") shall have been duly authorized and executed with
original counterparts thereof delivered to the Agent:
(i) This Amendment No. 2;
(ii) Amendment No. 2 to the U.S. Preferred Fleet
Mortgage;
(iii) Ratifications of Security Agreements;
(iv) Ratifications of Pledges;
(v) Ratification of Guaranty;
(vi) Legal Opinion of Xxxxx Xxxxxx Xxxxxxxx
Xxxxxxxxx Carrere & Xxxxxxx L.L.P.,
(vii) Ratification by the Board of Directors of
Xxxxxx Xxxxxxx Halter, Inc.;
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(viii) Leasehold Mortgages on properties designated
by the Agent;
(ix) A Borrowing Base Certificate with respect to
the Borrowing Base for the month ending
February 29, 2000; and
(x) such further documents as the Lenders may
reasonably request;
(b) The Lenders shall have received satisfactory evidence
that all amounts of principal, interest and fees outstanding under
or in connection with the Swing Line Loans have been repaid by the
Borrower in full.
(c) The Agent shall have received satisfactory evidence
that the Borrower shall have paid all reasonable fees and expenses
of Agent's counsel.
(d) The Agent shall have received from the Borrower
payment of an amendment fee equal to 0.5% of the Commitment.
(e) The representations and warranties contained in
Section 10 of the Credit Agreement shall be true on the Amendment
Date with the same effect as though such representations and
warranties had been made on and as of such date, and no Event of
Default specified in Section 13 of the Credit Agreement and no
event which, with the lapse of time or the giving of notice and
the lapse of time specified in Section 13 of the Credit Agreement,
would become such an Event of Default, shall have occurred and be
continuing.
9.2 Waiver of Conditions Precedent. All of the conditions
precedent contained in this Section 9 are for the sole benefit of
the Agent and the Lenders and the Agent may waive any of them in
its absolute discretion, and on such conditions as it deems
proper.
10. Representations. The Borrower represents and warrants that:
(a) The Borrower is a corporation, duly organized and validly
existing in good standing under the laws of the State of Mississippi,
and has the requisite power and authority (i) to carry on its business
as presently conducted; and (ii) to enter into and perform its
obligations under the Amendment Documents.
(b) The execution, delivery and performance by Borrower and the
Guarantors of the Amendment Documents and any other instrument or
agreement provided for by this Amendment No. 2 to which it is a party,
have been duly authorized by all necessary corporate action, do not
require stockholder approval other than such as has been duly obtained
or given, do not or will not contravene any of the terms of its
Certificate of Incorporation or Bylaws, or similar such organizational
documentation, and will not violate any provision of law or of any
order of any court or governmental agency or constitute (with or
without notice or lapse of time or both) a default under, or result
(except as contemplated
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by this Amendment No. 2) in the creation of any security interests,
lien, charge or encumbrance upon any of its properties or assets
pursuant to, any agreement, indenture or other instrument to which it
is a party or by which it may be bound other than is in favor of the
Agent; the Amendment Documents have been duly executed and delivered by
the Borrower and the Guarantors and constitute the respective legal,
valid and binding agreements, enforceable in accordance with the
respective terms thereof as to which each of the Borrower and the
Guarantors is a party. The enforceability of this Amendment No. 2,
however, is subject to all applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws affecting the rights or
creditors and to general equity principles.
(c) Except as set forth in the Credit Agreement, there are no
suits or proceedings pending or to its knowledge threatened against or
affecting Borrower or any Guarantor which if adversely determined would
have a material adverse effect upon its business, financial condition
or operations.
(d) Other than such as have been obtained, no license, consent or
approval of any Governmental Agency or other regulatory authority is
required for the execution, delivery or performance of this Amendment
No. 2 or any other Amendment Document or any instrument contemplated
herein or therein.
11. Expenses. The Borrower agrees to promptly, whether or not the
modifications to the Credit Agreement contemplated by this Amendment
No. 2 become effective, (x) reimburse the Agent for all fees and
disbursements of external counsel to the Agent and all reasonable out
of pocket fees and disbursements of the Agent incurred in connection
with the preparation, execution and delivery of this Amendment No. 2
and all other documents referred to herein, and all amendments or
waivers to or termination of this Amendment No. 2 or any agreement
referred to herein; and (y) reimburse the Agent for all fees and
disbursements of internal and external counsel to the Agent and all
reasonable out of pocket fees, disbursements and travel-related
expenses of the Agent incurred in connection with the protection of the
rights of the Agent under this Amendment No. 2 and all other documents
referred to herein, whether by judicial proceedings or otherwise. The
obligations of the Borrowers under this Section 11 shall survive
payment of the Loan.
12. Wherever and in each such place the term "Credit Agreement" is used
throughout the Credit Agreement, such term shall be read to mean the
Credit Agreement as amended by this Amendment No. 2.
13. Except as specifically amended by this Amendment No. 2, all of the
terms and provisions of the Credit Agreement shall remain in full force
and effect.
14. All capitalized terms used herein but not defined herein shall have
the meanings given to them in the Credit Agreement.
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15. THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 2 to Credit Agreement on the date first written above.
BORROWER:
--------
XXXXXX XXXXXXX HALTER, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
LENDERS:
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By:
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
ROYAL BANK OF CANADA
By:
Name:
Title:
HIBERNIA NATIONAL BANK
By:
Name:
Title:
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BANK ONE, N.A.
By:
Name:
Title:
ADMINISTRATIVE AGENT AND CO-ARRANGER:
XXXXX FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By:
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
SYNDICATION AGENT AND CO-ARRANGER:
BANC ONE CAPITAL MARKETS, INC.
By:
Name:
Title:
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