1
EXHIBIT (10)(p)
1
FIRST AMENDMENT
FIRST AMENDMENT, dated as of December __, 1999 (this "Amendment"), to
the $1,500,000,000 Competitive Advance and Revolving Credit Facility, dated as
of January 4, 1999 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among DELPHI AUTOMOTIVE SYSTEMS CORPORATION, a
Delaware corporation (the "Borrower"), the several banks and other financial
institutions from time to time parties thereto (the "Lenders"), BANK OF AMERICA,
NATIONAL ASSOCIATION, CITIBANK, N.A., DEUTSCHE BANK AG NEW YORK BRANCH, BARCLAYS
BANK PLC and BANQUE NATIONALE DE PARIS, as syndication agents (collectively, the
"Syndication Agents"), and THE CHASE MANHATTAN BANK, as administrative agent for
the Lenders (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make certain loans and other extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Lenders have agreed, that certain provisions of the Credit
Agreement be amended in the manner provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
. Defined Terms. Terms defined in the Credit Agreement and used
herein shall, unless otherwise indicated, have the meanings given to them in the
Credit Agreement. Terms defined and used in this Amendment shall have the
meanings given to them in this Amendment.
. Amendment to Subsection 1.1. (a) Deletion of Definitions.
Subsection 1.1 of the Credit Agreement is hereby amended by deleting the
definition of "Change of Control" contained therein.
(b) Addition of Definitions. Subsection 1.1 of the Credit Agreement is
hereby amended by adding thereto in the appropriate alphabetical order the
following defined terms:
"'Cost of Funds': the rate of interest per annum maintained by the
Swing Line Lender that has advanced or is owed the relevant amount as the
rate of interest reasonably determined by such Swing Line Lender to reflect
the cost of funds in respect of which such determination is made.
'Dollar Equivalent': with respect to an amount of Euro on any
date, the amount of Dollars that may be purchased with such amount of Euro
at the Spot Exchange Rate on such date.
2
2
'EMU Legislation': legislative measures of the European Council
(including without limitation European Council regulations) for the
introduction of, changeover to or operation of the Euro.
'Euro' and ": the single currency of Participating Member States
introduced in accordance with the provisions of Article 109(1)4 of the
Treaty and, in respect of all payments to be made under this Agreement in
Euro, means immediately available, freely transferable funds.
'Euro Cost of Funds Loan': Loans the rate of interest applicable
to which is based upon the Cost of Funds.
'Participating Member State': each state as described in any EMU
Legislation.
'Spot Exchange Rate': at any date of determination thereof, the
spot rate of exchange in London that appears on the display page applicable
to Euro on the Reuters System (or such other page as may replace such page
on such service for the purpose of displaying the spot rate of exchange in
London) for the conversion of Euro into Dollars; provided that if there
shall at any time no longer exist such a page on such service, the spot rate
of exchange shall be determined by reference to another similar rate
publishing service selected by the Administrative Agent and if no such
similar rate publishing service is available, by reference to the published
rate of the Administrative Agent in effect at such date for similar
commercial transactions.
'Treaty': the Treaty establishing the European Economic Community,
being the Treaty of Rome of March 25, 1957 as amended by the Single Xxxxxxxx
Xxx 0000 and the Maastricht Treaty (the Treaty on European Union) (which was
signed on February 7, 1992 and came into force on November 1, 1993) and as
may, from time to time, be further amended, supplemented or otherwise
modified."
(c) Replacement of Definitions. Subsection 1.1 of the Credit Agreement
is hereby amended by deleting the definitions of "Business Day", "Revolving
Extensions of Credit" and "Swing Line Commitment" contained therein and
substituting in lieu thereof the following definitions:
"'Business Day': a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close; provided that when used in connection with a Eurodollar Loan, the
term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market; provided,
further, that when used in connection with a Euro Cost of Funds Loan, the
term "Business Day" shall mean any day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer System (TARGET) (or, if such
clearing system ceases to be operative, such other clearing system (if any)
determined by the Administrative Agent to be a suitable replacement) is open
for settlement of payment in Euro.
3
3
'Revolving Extensions of Credit': as to any Lender at any time, an
amount equal to the sum of (a) the aggregate principal amount of all
Revolving Credit Loans made by such Lender then outstanding, (b) such
Lender's Commitment Percentage of the L/C Obligations then outstanding, (c)
such Lender's Commitment Percentage of the aggregate principal amount of
Swing Line Loans denominated in Dollars then outstanding and (d) such
Lender's Commitment Percentage of the Dollar Equivalent of the aggregate
principal amount of Swing Line Loans denominated in Euro then outstanding.
'Swing Line Commitment': the obligation of the Swing Line Lenders to
make Swing Line Loans pursuant to subsection 2.4 in an aggregate principal
amount for all Swing Line Loans of all Swing Line Lenders at any one time
outstanding not to exceed $500,000,000."
(d) Amendments to Definitions. Subsection 1.1 of the Credit Agreement
is hereby amended by inserting immediately after the reference to "ABR Loan"
contained in clause (a) of the definition of "Interest Payment Date" the
following: "or Euro Cost of Funds Loan".
. Amendment to Subsection 2.4(a). Subsection 2.4(a) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following new subsection 2.4(a):
"2.4 Swing Line Commitment. (a) Subject to the terms and
conditions hereof, each Swing Line Lender agrees to make a portion of the
credit otherwise available to the Borrower under the Commitments from time
to time during the Commitment Period by making swing line loans in Dollars
or Euro ("Swing Line Loans") to the Borrower; provided that (i) the sum of
(x) the aggregate principal amount of Swing Line Loans denominated in
Dollars and (y) the Dollar Equivalent of the aggregate principal amount of
Swing Line Loans denominated in Euro, outstanding as at the date any Swing
Line Loan is made shall not exceed the Swing Line Commitment then in effect
(notwithstanding that the Swing Line Loans outstanding at any time, when
aggregated with any Swing Line Lender's other outstanding Revolving Credit
Loans hereunder, may exceed the Swing Line Commitment then in effect) and
(ii) the Borrower shall not request, and no Swing Line Lender shall make,
any Swing Line Loan if, after giving effect to the making of such Swing Line
Loan, the aggregate amount of the Available Commitments would be less than
zero; provided, further, that the Swing Line Lender shall not be required to
make a Swing Line Loan to refinance an outstanding Swing Line Loan. During
the Commitment Period, the Borrower may use the Swing Line Commitment by
borrowing, repaying and reborrowing, all in accordance with the terms and
conditions hereof. Swing Line Loans shall be ABR Loans or Euro Cost of Funds
Loans only."
. Amendment to Subsection 2.5. Subsection 2.5 of the Credit
Agreement is hereby amended by (i) deleting subsection 2.5(a) in its entirety
and substituting in lieu thereof the following new subsection 2.5(a):
"2.5 Procedure for Swing Line Borrowing; Refunding of Swing Line
Loans. (a) Whenever the Borrower desires that a Swing Line Lender make Swing
Line Loans it shall give such Swing Line Lender irrevocable telephonic
notice confirmed
4
4
promptly in writing (which telephonic notice must be received by such Swing
Line Lender not later than 1:00 P.M., New York City time, in the case of
Swing Line Loans denominated in Dollars, and 2:00 P.M., London time, in the
case of Swing Line Loans denominated in Euro (or such other time as the
Administrative Agent and such Swing Line Lender may consent), on the
proposed borrowing date), specifying (i) the amount and currency to be
borrowed and (ii) the requested borrowing date (which shall be a Business
Day during the Commitment Period). A copy of each such notice shall be
promptly furnished by the Borrower to the Administrative Agent. Subject to
subsection 3.5, each borrowing under the Swing Line Commitment shall be in
an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess
thereof, in the case of Swing Line Loans denominated in Dollars, and
5,000,000 or a whole multiple of 1,000,000 in excess thereof, in the case of
Swing Line Loans denominated in Euro. Not later than 3:00 P.M., New York
City time, in the case of Swing Line Loans denominated in Dollars, and 4:00
P.M., London time, in the case of Swing Line Loans denominated in Euro, on
the borrowing date specified in a notice in respect of Swing Line Loans,
such Swing Line Lender shall make available to the Administrative Agent at
its office specified in subsection 10.2 an amount in immediately available
funds equal to the amount of the Swing Line Loan to be made by such Swing
Line Lender. The Administrative Agent shall make the proceeds of such Swing
Line Loan available to the Borrower on such Borrowing Date by crediting the
account of the Borrower on the books of such office in immediately available
funds.",
(ii) deleting the word "Each" in the first line of subsection 2.5(b) and
substituting in lieu thereof the following: "Subject to subsection 2.5(g), each"
and (iii) adding thereto the following new subsections 2.5(g) and (h):
"(g) The Borrower hereby irrevocably and unconditionally authorizes
each Swing Line Lender immediately prior to the time that any Swing Line
Loan is to be refunded pursuant to subsection 2.5(b) or a participating
interest is to be purchased pursuant to subsection 2.5(c) to convert into
Dollars (at the actual exchange rate then available to it, provided that it
shall use its reasonable best efforts to obtain a rate as least as favorable
to the Borrower as the Spot Exchange Rate) all amounts then owing to it on
account of any Swing Line Loan denominated in Euro. Such Swing Line Lender
and each Lender hereby irrevocably and unconditionally agrees that (i) no
Lender shall have any obligation to make any Revolving Credit Loans pursuant
to subsection 2.5(b) or purchase any participating interests in Swing Line
Loans pursuant to subsection 2.5(c) on account of such Euro-denominated
Swing Line Loans until such time as such Swing Line Lender has effected the
conversion described above and provided written notice to the Administrative
Agent (which shall promptly forward such notice to the Lenders) of the
amount of Dollars owing to it as a result of such conversion and (ii) from
and after the date upon which such conversion is effected, the obligations
of the Lenders under subsections 2.5(b) and (c) shall be satisfied only by
the payment to such Swing Line Lender of such Lender's Commitment Percentage
of the amount of Dollars so notified to the Administrative Agent.
(h) Subject to the terms of this Agreement, the Borrower may, at any
time and from time to time, prepay a Euro Cost of Funds Loan in Euro, other
than with the proceeds of another Swing Line Loan."
5
5
. Amendment to Subsection 2.10. Subsection 2.10 of the Credit
Agreement is hereby amended by adding thereto the following new subsection
2.10(e):
"(e) If, on any date on which the Lenders are obligated to make the
Loans referred to in subsection 2.5(b) or purchase participating interests
pursuant to subsection 2.5(c), the aggregate amount of such Loans or
participating interests, as the case may be, is less than the amount of the
related Swing Line Loans which are being refunded or in which participating
interests are being purchased, as the case may be, because changes in
currency exchange rates shall cause one or more of the Lenders to not have
an Available Commitment, the Borrower shall on any such date repay such
related Swing Line Loans by the amount of such difference."
. Amendment to Subsection 2.11. Subsection 2.11 of the Credit
Agreement is hereby amended by (i) inserting at the end of subsection 2.11(b)
the following:
"Each Euro Cost of Funds Loan shall bear interest at a rate per annum
equal to the Cost of Funds for such Borrowing plus the Applicable
Margin."
and (ii) deleting subsection 2.11(e) in its entirety and substituting in lieu
thereof the following new subsection 2.11(e):
"(e) The "Applicable Margin" with respect to each Type of
Revolving Credit Loan at any date and with respect to each Euro Cost of
Funds Loan shall be the applicable percentage amount set forth in the
table below based upon the Utilization and Status on such date:
--------------------------------------------------------------------------------------------------------
Level I Level II Level III Level IV Level V
Status Status Status Status Status
------ ------ ------ ------ ------
--------------------------------------------------------------------------------------------------------
If Utilization is less than
33%:
--------------------------------------------------------------------------------------------------------
Eurodollar Loans 0.3000% 0.3500% 0.4500% 0.8000% 0.9500%
--------------------------------------------------------------------------------------------------------
Euro Cost of Funds 0.3000% 0.3500% 0.4500% 0.8000% 0.9500%
Loans
--------------------------------------------------------------------------------------------------------
ABR Loans 0% 0% 0% 0% 0%
--------------------------------------------------------------------------------------------------------
If Utilization is equal to
or greater than 33%:
--------------------------------------------------------------------------------------------------------
Eurodollar Loans 0.4250% 0.4750% 0.5750% 0.8000% 0.9500%
--------------------------------------------------------------------------------------------------------
Euro Cost of Funds 0.4250% 0.4750% 0.5750% 0.8000% 0.9500%
Loans
--------------------------------------------------------------------------------------------------------
ABR Loans 0% 0% 0% 0% 0%"
--------------------------------------------------------------------------------------------------------
. Amendment to Subsection 2.15(b). Subsection 2.15(b) of the Credit
Agreement is hereby amended by (i) inserting after the words "New York City
time," in the third line thereof the following: "or, in the case of Euro Cost of
Funds Loans, 2:00 P.M., London time,", (ii) inserting after the time "12:00
Noon" in the sixth line thereof the following: ", New York City time, or 2:00
P.M. London time, as the case may be," and (iii) inserting after the words
"Eurodollar Loan" each time they appear therein the words "or Euro Cost of Funds
Loan".
6
6
. Amendment to Subsection 2.16. Subsection 2.16 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following new subsection 2.16:
"2.16 Illegality. Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any
Lender to make or maintain Eurodollar Loans or Euro Cost of Funds Loans
as contemplated by this Agreement, such Lender shall give notice
thereof to the Administrative Agent and the Borrower describing the
relevant provisions of such Requirement of Law (and, if the Borrower
shall so request, provide the Borrower with a memorandum or opinion of
counsel of recognized standing (as selected by such Lender) as to such
illegality), following which (a) the commitment of such Lender
hereunder to make Eurodollar Loans or Euro Cost of Funds Loans,
continue Eurodollar Loans or Euro Cost of Funds Loans as such and
convert ABR Loans to Eurodollar Loans shall forthwith be canceled, (b)
such Lender's Loans then outstanding as Eurodollar Loans (including,
without limitation, such Lender's Eurodollar Competitive Loans in the
case of clause (ii) below), if any, shall be converted automatically to
ABR Loans (i) on the respective last days of the then current Interest
Periods with respect to such Loans or (ii) within such earlier period
as required by law and (c) such Lender's Loans then outstanding as Euro
Cost of Funds Loans shall, at the Borrower's option, either be due and
payable in full or shall be converted into Dollars at the Spot Exchange
Rate and shall be deemed to be made as a Swing Line Loan denominated in
Dollars. If any such conversion or repayment of a Eurodollar Loan or a
Euro Cost of Funds Loan occurs on a day which is not the last day of
the then current Interest Period with respect thereto, the Borrower
shall pay to such Lender such amounts, if any, as may be required
pursuant to subsection 2.19."
. Amendment to Subsection 2.19. Subsection 2.19 of the Credit
Agreement is hereby amended by inserting immediately after the words "Eurodollar
Loans" in the eighth line thereof the following: ", Euro Cost of Funds Loans".
. Amendment to Section 8. Section 8 of the Credit Agreement is
hereby amended by deleting clause (j) therefrom.
. Amendment to Subsection 8(e). Subsection 8(e) of the Credit
Agreement is hereby amended by (i) deleting the amount "$10,000,000" where it
appears in the second line thereof and substituting in lieu thereof the amount
"$25,000,000" and (ii) deleting the amount "$10,000,000" where it appears in the
third line thereof and substituting in lieu thereof the amount "$25,000,000".
. Amendment to Subsection 8(f). Subsection 8(f) of the Credit
Agreement is hereby amended by deleting the amount "$20,000,000" where it
appears in the third line thereof and substituting in lieu thereof the amount
"$25,000,000".
7
7
. Amendment to Subsection 10.2. Subsection 10.2 of the Credit
Agreement is hereby amended by adding thereto immediately after the first
address for the Administrative Agent the following information:
"and in the case of
Swing Line Loans
denominated in Euro: The Chase Manhattan Bank
Trinity Tower
9 Xxxxxx Xxxxx Street
London, EY91T
Attention: Xxxxxx Xxxxxxx
Telecopy: 011-44-171-777-2367
Telephone: 000-00-000-000-0000"
. Conditions to Effectiveness. The amendments provided for herein
shall become effective as of the date hereof upon the receipt by the
Administrative Agent of (i) counterparts of this Amendment duly executed and
delivered by the Borrower, the Majority Lenders and each of the Swing Line
Lenders and (ii) resolutions of the Borrower in form and substance satisfactory
to the Administrative Agent authorizing the execution and delivery of this
Amendment and the borrowing of Euro Cost of Funds Loans.
. Representations and Warranties. The Borrower as of the date
hereof and after giving effect to the amendments contained herein, hereby
confirms, reaffirms and restates that each of the representations and warranties
made by it in or pursuant to Section 3 of the Credit Agreement is true and
correct in all material respects on and as of the date hereof as if made on and
as of the date hereof, except to the extent any such representation and warranty
specifically relates to an earlier date, in which case such representation and
warranty shall have been true and correct as of such earlier date; provided,
that each reference to the Credit Agreement therein shall be deemed to be a
reference to the Credit Agreement after giving effect to this Amendment.
. Payment of Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and expenses incurred in
connection with the Amendment, any other documents prepared in connection
herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
. Reference to and Effect on the Credit Agreement; Limited Effect.
On and after the date hereof and the satisfaction of the conditions contained in
paragraph 14 of this Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement shall mean and be a reference to the Credit Agreement as
amended hereby. 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 any Lender under the Credit Agreement, nor constitute
a waiver of any provisions of the Credit Agreement. Except as expressly amended
herein, all of the provisions and covenants of the Credit Agreement are and
shall continue to remain in full force and effect in accordance with the terms
thereof and are hereby in all respects ratified and confirmed.
8
8
. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.
. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
9
9
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
DELPHI AUTOMOTIVE SYSTEMS
CORPORATION
By:
--------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By:
--------------------------
Name:
Title:
BANK OF AMERICA, NATIONAL
ASSOCIATION, as Syndication Agent and Lender
By:
--------------------------
Name:
Title:
CITIBANK, N.A., as Syndication Agent and
Lender
By
--------------------------
Name:
Title:
DEUTSCHE BANK AG
NEW YORK BRANCH, as Syndication Agent
By:
--------------------------
Name:
Title:
DEUTSCHE BANK AG
NEW YORK BRANCH AND/OR CAYMAN
ISLANDS BRANCH, as Lender
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
BARCLAYS BANK PLC, as Syndication Agent
and Lender
By:
--------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS, as
Syndication Agent and Lender
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED
By:
--------------------------
Name:
Title:
BANCA COMMERCIALE ITALIANA - NEW YORK
BRANCH
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
BANCA DI ROMA
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
BANKBOSTON, N.A.
By:
--------------------------
Name:
Title:
BANK OF MONTREAL
By:
--------------------------
Name:
Title:
THE BANK OF NEW YORK
By:
--------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
--------------------------
Name:
Title:
BANK OF TOKYO - MITSUIBISHI TRUST
COMPANY
By:
--------------------------
Name:
Title:
BAYERISCHE LANDESBANK
GIROZENTRALE
CAYMAN ISLANDS BRANCH
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
CIBC INC.
By:
--------------------------
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
(NEW YORK BRANCH)
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
(XXXXX XXXX OFFICE)
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
COMERICA BANK
By:
--------------------------
Name:
Title:
COMMERZBANK AG
NEW YORK AND GRAND CAYMAN
BRANCHES
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
CREDIT LYONNAIS, CHICAGO BRANCH
By:
--------------------------
Name:
Title:
DAI ICHI KANGYO BANK LTD.
By:
--------------------------
Name:
Title:
DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK AG
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
DRESDNER BANK AG NEW YORK AND GRAND CAYMAN
BRANCHES
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
BANK ONE, NA (ILLINOIS)
By:
--------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By:
--------------------------
Name:
Title:
FORTIS (USA) FINANCE LLC
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
BAYERISCHE HYPO- UND VEREINSBANK AG
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
--------------------------
Name:
Title:
KBC BANK N.B.
By:
--------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By:
--------------------------
Name:
Title:
HSBC BANK USA
By:
--------------------------
Name:
Title:
HSBC BANK PLC
By:
--------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
NEW YORK BRANCH
By:
--------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
NASSAU BRANCH
By:
--------------------------
Name:
Title:
THE NORTHERN TRUST COMPANY
By:
--------------------------
Name:
Title:
SANPAOLO IMI
By:
--------------------------
Name:
Title:
THE SANWA BANK, LTD
NEW YORK BRANCH
By:
--------------------------
Name:
Title:
SOCIETE GENERALE
By:
--------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
--------------------------
Name:
Title:
WESTPAC BANKING CORPORATION
By:
--------------------------
Name:
Title:
