Exhibit 10.11 AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 dated November 15, 1999, to the $765,000,000 Credit Agreement dated as of April 13, 1998, as amended as of April 9, 1999 (as so amended, the "CREDIT AGREEMENT"), by and among (i) AT&T...
Exhibit 10.11
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2 dated November 15, 1999, to the $765,000,000 Credit
Agreement dated as of April 13, 1998, as amended as of April 9, 1999 (as so
amended, the "CREDIT AGREEMENT"), by and among (i) AT&T Capital Corporation, a
Delaware corporation (the "BORROWER"), (ii) Newcourt Credit Group Inc., a
Delaware corporation ("NEWCOURT"), and Newcourt Credit Group USA Inc., a
Delaware corporation ("NEWCOURT USA"), as Guarantors, (iii) the banks and other
financial institutions party thereto (the "BANKS"), (iv) Xxxxxx Guaranty Trust
Company of New York, as administrative agent (the "AGENT"), (v) Canadian
Imperial Bank of Commerce, as syndication agent (the "SYNDICATION AGENT"), (vi)
The Chase Manhattan Bank and Deutsche Bank AG, New York Branch, as
co-documentation agents (the "DOCUMENTATION AGENTS"), and (vii) X.X. Xxxxxx
Securities Inc. and CIBC Xxxxxxxxxxx Corp., as arrangers (the "ARRANGERS").
WHEREAS, pursuant to an Amended and Restated Agreement and Plan of
Reorganization, dated as of August 5, 1999 (the "REORGANIZATION PLAN"), by and
between Newcourt and The CIT Group, Inc., a Delaware corporation ("CIT"), the
parties thereto have agreed to the acquisition of Newcourt by CIT, either
directly or through one or more of CIT's wholly-owned subsidiaries;
WHEREAS, subsequent to such acquisition, the common stock of all of the
United States subsidiaries of Newcourt will be transferred directly to CIT or to
one or more of CIT's wholly-owned subsidiaries (the "PHASE II REORGANIZATION");
WHEREAS, Newcourt, the Borrower and Newcourt USA wish to amend the Credit
Agreement to permit the consummation of the transactions contemplated by the
Reorganization Plan and the Phase II Reorganization, and in connection therewith
CIT will execute a guaranty, substantially in the form of Exhibit A hereto,
pursuant to which CIT will guarantee the obligations of Newcourt under the
Credit Agreement as amended hereby and will agree to comply with certain
covenants set forth in such guaranty;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto agree as follows:
1. DEFINITIONS. All terms used herein which are defined in the Credit
Agreement and not otherwise defined herein are used herein as defined therein.
2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby amended
as follows:
2.1 DEFINITIONS.
(a) The definition of the term "Material Financial Obligations" in
Section 1.01 of the Credit Agreement is hereby amended to read in its entirety
as follows:
""MATERIAL FINANCIAL OBLIGATIONS" means a principal or face amount
of Debt and/or payment obligations in respect of Derivatives Obligations of the
Borrower, CIT and/or one or more of their Subsidiaries, arising in one or more
related or unrelated transactions, exceeding in the aggregate US$100,000,000 (or
its equivalent in any other currency)."
(b) The definition of the term "Material Subsidiary" in Section 1.01
of the Credit Agreement is hereby amended to read in its entirety as follows:
""MATERIAL SUBSIDIARY" means at any time each subsidiary of Newcourt
that is a "SIGNIFICANT SUBSIDIARY", as defined in Rule 1-02 of Regulation
S-X promulgated under the SECURITIES EXCHANGE ACT OF 1934, as amended, as
such Regulation is in effect on the date hereof."
(c) The definition of the term "Termination Date" in Section 1.01 of
the Credit Agreement is hereby amended to read in its entirety as follows:
""TERMINATION DATE" means April 13, 2003, or if such day is
not a Euro-Dollar Business Day, the next preceding Euro-Dollar
Business Day."
(d) Section 1.01 of the Credit Agreement is hereby amended by adding
the following new definitions, to be inserted in appropriate alphabetical order:
""CIT" means The CIT Group, Inc., a Delaware corporation, and
its successors."
""CIT GUARANTY" means the Guaranty dated November 15, 1999,
made by CIT in favor of the Agent."
""REORGANIZATION EFFECTIVE TIME" means the Effective Time, as
defined in the Amended and Restated Agreement and Plan of
Reorganization, dated as of August 5, 1999, by and between the
Borrower and CIT."
2.2 AMENDMENT TO SECTION 3.02. Section 3.02(d) of the Credit
Agreement is hereby amended to read in its entirety as follows:
"The representations and warranties of CIT contained in the
CIT Guaranty shall be true in all material respects on and as of the
date of such Borrowing, and the representations and warranties of
the Borrower and AT&T contained in this Agreement (except the
representation and warranty set forth in Section 4.04(d)) shall be
true in all material respects on and as of the date of such
Borrowing."
2.3 COVENANTS. Sections 5.01, 5.03, 5.04, 5.05, 5.06, 5.07, 5.08 and
5.13 of the Credit Agreement are hereby deleted in their entirety.
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2.4 EVENTS OF DEFAULT.
(a) Sections 6.01(e), (g), (h) and (k) of the Credit Agreement are
hereby amended by adding after "Newcourt" the following: ", CIT".
(b) Section 6.01 of the Credit Agreement is hereby amended by adding
the following new subsections after the end of subsection (l):
"(m) CIT shall default in the observance or performance of any
agreement contained in subsections 6.1, 6.2 or 6.3 of the CIT Credit
Agreement (as defined in Section 6 of the CIT Guaranty), as such
subsections are incorporated by reference in the CIT Guaranty or the
event described in Section 7(e) of the CIT Credit Agreement (as
defined in Section 6 of the CIT Guaranty) shall occur;
(n) CIT shall default in the observance or performance of any
other agreement contained in, or incorporated by reference in, the
CIT Guaranty (other than as provided in subsection (m) above), and
such default shall continue unremedied for a period of 30 days after
notice shall have been given to CIT by the Agent;
(o) The CIT Guaranty shall cease, for any reason (other than
the express written release thereof by the Agent), to be in full
force and effect, or CIT shall so assert in writing;
(p) Any representation or warranty made by CIT in the CIT
Guaranty shall prove to have been materially incorrect when made;"
(c) Section 6.01(b) of the Credit Agreement is hereby amended in its
entirety to read as follows:
"(b) Newcourt shall fail to observe or perform any covenant
contained in Section 5.02;"
(d) Section 6.01(i) of the Credit Agreement is hereby deleted in its
entirety, and the following hereby substituted therefor: "[intentionally]
omitted]".
3. REPRESENTATIONS AND WARRANTIES. Each of Newcourt, the Borrower and
Newcourt USA hereby represents and warrants as follows:
(a) CORPORATE EXISTENCE AND POWER. Each Obligor (i) is a
corporation duly incorporated, validly existing and in good standing
under the laws of its jurisdiction of incorporation, and (ii) has
all corporate power to execute, deliver and perform this Amendment
and to perform the Credit Agreement, as amended hereby.
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(b) CORPORATE AND GOVERNMENTAL AUTHORIZATION. NO
CONTRAVENTION. (i) The execution, delivery and performance by the
Borrower of this Amendment, and the performance of the Credit
Agreement, as amended hereby, are within the Borrower's corporate
power, have been duly authorized by all necessary corporate action,
require no action by or in respect of, or filing with, any
governmental body, agency or official and do not contravene, or
constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by-laws of the
Borrower or of any material agreement, judgment, injunction, order,
decree or other material instrument binding upon the Borrower or
result in the creation or imposition of any Lien on any asset of the
Borrower.
(ii) The execution, delivery and performance by each Guarantor
of this Amendment, and the performance of the Credit Agreement, as
amended hereby, are within each Guarantor's corporate power, have
been duly authorized by all necessary corporate action, require no
action by or in respect of, or filing with, any governmental body,
agency or official, including, without limitation, any action by or
in respect of, or filing with, any governmental body, agency or
official required by exchange control regulations to enable Newcourt
to pay its obligations under the Credit Agreement in Dollars at the
office of the Agent in New York City, and do not contravene, or
constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by-laws of any
Guarantor or of any material agreement, judgment, injunction, order,
decree or other material instrument binding upon any Guarantor or
result in the creation or imposition of any Lien on any asset of any
Guarantor.
(c) ENFORCEABILITY OF LOAN DOCUMENTS. Each of this Amendment
and the Credit Agreement, as amended hereby, constitutes a legal,
valid and binding obligation of each Obligor, enforceable against
such Obligor in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium and similar laws affecting creditors' rights
generally and by general principles of equity (regardless of whether
considered in a proceeding in equity or at law).
4. CONDITIONS. This Amendment shall become effective as of the
Reorganization Effective Time upon the satisfaction of the following conditions
precedent:
(a) The Agent shall have received this Amendment, duly executed by
each Obligor and the Required Banks.
(b) The Agent shall have received the CIT Guaranty, duly executed by
CIT.
(c) The Agent shall have received the satisfactory written legal
opinion of counsel to CIT (which may be in-house counsel) with respect to the
CIT Guaranty.
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(d) The Agent shall have received a certificate of an officer of CIT
having attached thereto a true and correct copy of the Certificate of
Incorporation and By-Laws of CIT.
(e) The Agent shall have received a good standing certificate from
the Secretary of State evidencing the good standing of CIT in its jurisdiction
of incorporation.
(f) The Agent shall have received a copy of resolutions of the Board
of Directors of CIT authorizing the execution and delivery of the CIT Guaranty.
5. ACKNOWLEDGMENT, WAIVER AND CONSENT.
(a) Pursuant to the request of each Obligor and in accordance with
Section 10.05 of the Credit Agreement, the Required Banks hereby consent to, and
waive any noncompliance with or Event of Default arising under the Credit
Agreement by reason of, (i) the consummation of the acquisition of Newcourt by
CIT pursuant to the Reorganization Plan, or (ii) the Phase II Reorganization,
including, without limitation, the waiver of any requirement that (A) CIT or one
or more of its wholly-owned subsidiaries, as transferee of substantially all of
Newcourt's assets as a result of the consummation of the Phase II
Reorganization, (I) assume the obligations of Newcourt in respect of the due and
punctual performance and observance of all of the covenants and conditions of
the Credit Agreement to be performed or observed by Newcourt, and (II) be a
corporation or other entity organized under the laws of Canada or any province
thereof, or (B) Newcourt must be the direct or indirect beneficial owner of 100%
of the shares of common stock of Newcourt USA and the Borrower.
(b) The waivers set forth in this Section 5 shall be effective only
for the specific purpose and in the specific instance described above, and shall
not otherwise modify any of the obligations of any Obligor under the Credit
Agreement.
6. MISCELLANEOUS.
(a) CONTINUED EFFECTIVENESS OF CREDIT AGREEMENT. Except as otherwise
expressly provided herein, the Credit Agreement is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects,
except that on and after the date hereof all references in the Credit Agreement
to "this Agreement", "hereto", "hereof", "hereunder" or words of like import
referring to the Credit Agreement shall mean the Credit Agreement as amended by
this Amendment.
(b) COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.
(c) HEADINGS. Section headings herein are included for convenience
of reference only and shall not constitute a part of this Amendment for any
other purpose.
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(d) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered as of the date first above written.
AT&T CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Treasurer
NEWCOURT CREDIT GROUP INC., as Guarantor
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Treasurer
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
NEWCOURT CREDIT GROUP USA INC.,
as Guarantor
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Treasurer
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Administrative Agent and a
Bank
By: ____________________________________
Name:
Title:
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CANADIAN IMPERIAL BANK OF
COMMERCE, as Syndication Agent and a
Bank
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: XXXXXX XXXXXXX
Title: EXECUTIVE DIRECTOR
CIBC WORLD MARKETS CORP., AS
AGENT
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Co-Documentation Agent and a Bank
By: ____________________________________
Name:
Title:
THE CHASE MANHATTAN BANK, as Co-
Documentation Agent and a Bank
By: ____________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: ____________________________________
Name:
Title:
BARCLAYS BANK PLC
By: ____________________________________
Name:
Title:
CREDIT LYONNAIS, NEW YORK BRANCH
By: ____________________________________
Name:
Title:
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CANADIAN IMPERIAL BANK OF COMMERCE,
as Syndication Agent and a Bank
By: ____________________________________
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Co-Documentation Agent and a Bank
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: MANAGING DIRECTOR
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Director
THE CHASE MANHATTAN BANK, as Co-
Documentation Agent and a Bank
By: ____________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: ____________________________________
Name:
Title:
BARCLAYS BANK PLC
By: ____________________________________
Name:
Title:
CREDIT LYONNAIS, NEW YORK BRANCH
By: ____________________________________
Name:
Title:
- 8 -
CANADIAN IMPERIAL BANK OF
COMMERCE, as Syndication Agent and a
Bank
By: ____________________________________
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Co-Documentation Agent and a Bank
By: ____________________________________
Name:
Title:
THE CHASE MANHATTAN BANK, as Co-
Documentation Agent and a Bank
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: ____________________________________
Name:
Title:
BARCLAYS BANK PLC
By: ____________________________________
Name:
Title:
CREDIT LYONNAIS, NEW YORK BRANCH
By: ____________________________________
Name:
Title:
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CANADIAN IMPERIAL BANK OF
COMMERCE, as Syndication Agent and a
Bank
By: ____________________________________
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Co-Documentation Agent and a Bank
By: ____________________________________
Name:
Title:
THE CHASE MANHATTAN BANK, as Co-
Documentation Agent and a Bank
By: ____________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: ____________________________________
Name:
Title:
BARCLAYS BANK PLC
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
CREDIT LYONNAIS, NEW YORK BRANCH
By: ____________________________________
Name:
Title:
- 8 -
CANADIAN IMPERIAL BANK OF
COMMERCE, as Syndication Agent and a
Bank
By: ____________________________________
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Co-Documentation Agent and a Bank
By: ____________________________________
Name:
Title:
THE CHASE MANHATTAN BANK, as Co-
Documentation Agent and a Bank
By: ____________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: ____________________________________
Name:
Title:
BARCLAYS BANK PLC
By: ____________________________________
Name:
Title:
CREDIT LYONNAIS, NEW YORK BRANCH
By: /s/ W. Xxx Xxxxxxx
------------------------------------
Name: W. XXX XXXXXXX
Title: VICE PRESIDENT
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DRESDNER BANK AG, NEW YORK BRANCH
By: /s/ X. Xxxxxx Xxxxxxxxx
------------------------------------
Name: X. XXXXXX BEAUDOUIN
Title: First Vice President
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: XXXXXXX X. XXXXXX
Title: ASSISTANT VICE PRESIDENT
FIRST UNION NATIONAL BANK
By: ____________________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By: ____________________________________
Name:
Title:
FLEET BANK, N.A.
By: ____________________________________
Name:
Title:
MARINE MIDLAND BANK
By: ____________________________________
Name:
Title:
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DRESDNER BANK AG, NEW YORK BRANCH
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: XXXX X. XXXXXXX
Title: SENIOR VICE PRESIDENT
THE FIRST NATIONAL BANK OF CHICAGO
By: ____________________________________
Name:
Title:
FLEET BANK, N.A.
By: ____________________________________
Name:
Title:
MARINE MIDLAND BANK
By: ____________________________________
Name:
Title:
- 9 -
DRESDNER BANK AG, NEW YORK BRANCH
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By: ____________________________________
Name:
Title:
BANK ONE, N.A (formerly known as THE
FIRST NATIONAL BANK OF CHICAGO)
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: XXXX X. XXXXXXX
Title: VICE PRESIDENT
FLEET BANK, N.A.
By: ____________________________________
Name:
Title:
MARINE MIDLAND BANK
By: ____________________________________
Name:
Title:
- 9 -
DRESDNER BANK AG, NEW YORK BRANCH
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By: ____________________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By: ____________________________________
Name:
Title:
FLEET BANK, N.A.
By: /s/ Xxxxxx
------------------------------------
Name: XXXXXX
Title: S.V.P.
MARINE MIDLAND BANK
By: ____________________________________
Name:
Title:
- 9 -
DRESDNER BANK AG, NEW YORK BRANCH
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By: ____________________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By: ____________________________________
Name:
Title:
FLEET BANK, N.A.
By: ____________________________________
Name:
Title:
HSBC BANK USA
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
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NATIONAL AUSTRALIA BANK LIMITED
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
By: ____________________________________
Name:
Title:
ROYAL BANK OF CANADA
By: ____________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By: ____________________________________
Name:
Title:
THE TORONTO-DOMINION BANK
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
By: ____________________________________
Name:
Title:
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NATIONAL AUSTRALIA BANK LIMITED
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
ROYAL BANK OF CANADA
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Manager
THE BANK OF NOVA SCOTIA
By: ____________________________________
Name:
Title:
THE TORONTO-DOMINION BANK
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
By: ____________________________________
Name:
Title:
- 10 -
NATIONAL AUSTRALIA BANK LIMITED
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
ROYAL BANK OF CANADA
By: ____________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
THE TORONTO-DOMINION BANK
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
By: ____________________________________
Name:
Title:
- 10 -
NATIONAL AUSTRALIA BANK LIMITED
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
ROYAL BANK OF CANADA
By: ____________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By: ____________________________________
Name:
Title:
THE TORONTO-DOMINION BANK
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: XXXX X. XXXXXXXX
Title: MGR. CR. ADMIN.
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
By: ____________________________________
Name:
Title:
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THE SUMITOMO BANK, LIMITED, NEW YORK
BRANCH
By: ____________________________________
Name:
Title:
DG DEUTSCHE GENOSSENSCHAFTSBANK
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
BANCA MONTE DEI PASCHI DI SIENA S.P.A.
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
BANK OF HAWAII
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: XXXXX X. XXXXXX
Title: VICE PRESIDENT
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CREDIT SUISSE FIRST BOSTON
By: /s/ Xxx Xxxxx
------------------------------------
Name: Xxx Xxxxx
Title: Director
By: /s/ Xxxxx X. Xxx
------------------------------------
Name: Xxxxx X. Xxx
Title: Assistant Vice President
BAYERISCHE VEREINSBANK AG, NEW
YORK BRANCH
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
COMERICA BANK
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
SOCIETE GENERALE
By: ____________________________________
Name:
Title:
- 12 -
THE BANK OF NEW YORK
By: /s/ Xxxxxx Xxxx
------------------------------------
Name: XXXXXX XXXX
Title: Vice President
BANCO CENTRAL HISPANOAMERICANO
S.A., NEW YORK BRANCH
By: ____________________________________
Name:
Title:
BANK AUSTRIA AKTIENGESELLSCHAFT
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
BANQUE NATIONALE DE PARIS
By: ____________________________________
Name:
Title:
- 12 -
THE BANK OF NEW YORK
By: ____________________________________
Name:
Title:
BANCO CENTRAL HISPANOAMERICANO
S.A., NEW YORK BRANCH
By: ____________________________________
Name:
Title:
BANK AUSTRIA AKTIENGESELLSCHAFT
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
BANQUE NATIONALE DE PARIS
By: /s/ Xxxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
By:
------------------------------------
Name:
Title: Vice President
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PARIBAS
By: /s/ Xxxx Xxxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Director
By: /s/ Xxxxx X'Xxxxxx
------------------------------------
Name: Xxxxx X'Xxxxxx
Title: Assistant Vice President
BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH
By: ____________________________________
Name:
Title:
THE FUJI BANK, LIMITED, NEW YORK
BRANCH
By: ____________________________________
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By: ____________________________________
Name:
Title:
PRUDENTIAL SECURITIES
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BANQUE PARIBAS
By: ____________________________________
Name:
Title:
BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH
By: /s/ Xxxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Senior Vice President
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
THE FUJI BANK, LIMITED, NEW YORK
BRANCH
By: ____________________________________
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By: ____________________________________
Name:
Title:
PRUDENTIAL SECURITIES
By: ____________________________________
Name:
Title:
- 14 -
CANADIAN IMPERIAL BANK OF
COMMERCE, as Syndication Agent and a
Bank
By: ____________________________________
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Co-Documentation Agent and a Bank
By: ____________________________________
Name:
Title:
THE CHASE MANHATTAN BANK, as Co-
Documentation Agent and a Bank
By: ____________________________________
Name:
Title:
BANK OF AMERICA, N.A.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
BARCLAYS BANK PLC
By: ____________________________________
Name:
Title:
CREDIT LYONNAIS, NEW YORK BRANCH
By: ____________________________________
Name:
Title:
- 8 -
THE SUMITOMO BANK, LIMITED, NEW YORK
BRANCH
By: ____________________________________
Name:
Title:
DG DEUTSCHE GENOSSENSCHAFTSBANK
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxx X. Xxxxxx
------------------------------------
Name: Xxx X. Xxxxxx
Title: Assistant Vice President
BANCA MONTE DEI PASCHI DI SIENA S.P.A.
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
BANK OF HAWAII
By: ____________________________________
Name:
Title:
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CREDIT SUISSE FIRST BOSTON
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
BAYERISCHE VEREINSBANK AG, NEW
YORK BRANCH
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
COMERICA BANK
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
By: ____________________________________
Name:
Title:
SOCIETE GENERALE
By: ____________________________________
Name:
Title:
- 12 -
CREDIT SUISSE FIRST BOSTON
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
BAYERISCHE VEREINSBANK AG, NEW
YORK BRANCH
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
COMERICA BANK
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
SOCIETE GENERALE
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Vice President
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