1
EXHIBIT 10.34
THIRD AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of December 22, 1999 (this "Amendment"), is made by and among BUDGET GROUP,
INC., a Delaware corporation (the "Borrower"), the Lenders (such capitalized
term and all other capitalized terms not otherwise defined herein shall have
the meanings provided for in Article I below) parties hereto and CREDIT SUISSE
FIRST BOSTON, as administrative agent (in such capacity, the "Administrative
Agent") for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agents have heretofore
entered into that certain Amended and Restated Credit Agreement, dated as of
June 19, 1998 (as amended by the First Amendment to Amended and Restated Credit
Agreement dated as of September 11, 1998, the Second Amendment to Amended and
Restated Credit Agreement dated as of March 18, 1999, and as further amended,
supplemented, amended and restated or otherwise modified, the "Credit
Agreement");
WHEREAS, the Borrower desires the ability to incur extraordinary and
non-recurring charges and expenses in an amount not to exceed $125,000,000 in
the aggregate and not have such charges and expenses comprise a deduction in
determining EBITDA and Net Worth;
WHEREAS, the Borrower desires to make Capital Expenditures in Fiscal
Year 1999 in an aggregate amount of up to $110,000,000;
WHEREAS, the Borrower desires (i) to make loans and advances to its
executive officers and directors in an aggregate amount not exceeding
$20,000,000 at any time outstanding in order to enable such executive officers
and directors to purchase common stock of the Borrower and (ii) the ability to
repurchase under certain circumstances up to $5,000,000 of common stock held by
executive officers and directors;
WHEREAS, the Borrower desires the ability to pay and make
Distributions to those Persons that are entitled to receive Contingent
Additional Consideration (as defined in Section 3.4 of the Ryder Merger
Agreement) or the Total Warrant Value (as defined in Section 3.5 of the Ryder
Merger Agreement) in an aggregate amount not to exceed the sum of (i)
$15,000,000 plus (ii) the amount of certain Net Disposition Proceeds resulting
from the sale of assets comprising a Non-Core Business;
2
WHEREAS, the Borrower desires to shorten the period of notice required
with respect to issuances of Enhancement Letters of Credit that replace then
existing Enhancement Letters of Credit;
WHEREAS, the Borrower has requested that the Lenders amend certain
provisions of the Credit Agreement, including provisions relating to the
transactions and actions described in the preceding five paragraphs; and
WHEREAS, the Required Lenders are willing, on and subject to the terms
and conditions set forth below, to amend the Credit Agreement as provided below
(the Credit Agreement, as amended pursuant to the terms of this Amendment,
being referred to as the "Amended Credit Agreement");
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Borrower and the Required Lenders hereby agree
as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment shall have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):
"Administrative Agent" is defined in the preamble.
"Amended Credit Agreement" is defined in the eighth recital.
"Amendment" is defined in the preamble.
"Borrower" is defined in the preamble.
"Credit Agreement" is defined in the first recital.
SECTION 1.2 Other Definitions. Terms for which meanings are provided
in the Amended Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendment with such meanings.
-2-
3
ARTICLE II
AMENDMENTS TO CREDIT AGREEMENT
Subject to the satisfaction of the conditions set forth in Article
III, effective as of the date hereof, the Credit Agreement is hereby amended in
accordance with this Article II; except expressly as so amended by this
Amendment, the Credit Agreement shall continue in full force and effect in
accordance with its terms.
SECTION 2.1. Amendment to Section 1.1 of the Credit Agreement.
Section 1.1 of the Credit Agreement ("Defined Terms") is hereby amended as
follows:
(a) by inserting in such Section the following definitions in the
appropriate alphabetical order:
"Permitted 1999/2000 Restructuring Expenses" means
extraordinary and non-recurring expenses or charges occurring or
taken in the fourth Fiscal Quarter of the 1999 Fiscal Year or the
first Fiscal Quarter of 2000 Fiscal Year in an aggregate amount
not exceeding $125,000,000 resulting from (i) the consolidation
of the headquarters of the Ryder and Premier businesses into
BRACC and related severance and other expenditures, (ii) the
establishment of reserves in connection with the Borrower's
European businesses, the write-off of certain software-related
assets, the granting of certain compensation awards to employees
and the closure of unprofitable rental locations and (iii) the
sale of Non-Core Businesses.
"Third Amendment" means the Third Amendment to
Amended and Restated Credit Agreement, dated as of December 22,
1999, among the Borrower, the Lenders parties thereto and the
Agents.
(b) by amending the definition of "Applicable Commitment Fee" set
forth in such Section by adding the following sentence at the end
thereof:
"Notwithstanding anything to the contrary in this definition, the
Applicable Commitment Fee for the period from the date of the
effectiveness of the Third Amendment to the date on which the
Administrative Agent receives the Compliance Certificate for the
Fiscal Quarter ending on or about December 31, 2000 shall not be
reduced to an amount less than 50.0 basis points."
(c) by amending the definition of "Applicable Margin" set
forth in such Section by adding the following sentence at the end
thereof:
"Notwithstanding anything to the contrary in this definition,
the Applicable Margin with respect to any Loan of any type
for the period from the date of the effectiveness of the
Third Amendment to the date on which the Administrative
-3-
4
Agent receives the Compliance Certificate for the Fiscal
Quarter ending on or about December 31, 2000 shall not be
reduced to an amount less than (x) 250 basis points with
respect to each Loan made or maintained as a Eurocurrency
Loan or (y) 150 basis points with respect to each Loan made
or maintained as an ABR Loan."
(d) by deleting the definition of "Core Business" set forth
in such Section in its entirety and substituting therefor the
following:
"Core Business" means the business of (a) renting
worldwide for general use passenger automobiles and trucks
under the Budget and Ryder brand names and (b) franchising
the foregoing rental business to other Persons.
(e) by amending clause (b) of the definition of "EBITDA" set
forth in such Section by adding the following subclause at the end
thereof:
"plus (vi) Permitted 1999/2000 Restructuring Expenses"
(f) by amending clause (c) of the definition of "EBITDA" set
forth in such Section by adding the following phrase at the end
thereof:
"and extraordinary and non-recurring gains in an amount not
to exceed $125,000,000 in the aggregate since the date of the
Third Amendment";
(g) by amending clause (a) of the definition of Net Worth by
inserting immediately following the phrase "of such Person" the
parenthetical "(without giving effect to any Permitted 1999/2000
Restructuring Expenses)".
SECTION 2.2. Amendment to Section 2.2.2 of the Credit Agreement.
Section 2.2.2 of the Credit Agreement is hereby amended by inserting
immediately following the phrase "to the payment of Contingent Additional
Consideration (as defined in Section 3.4 of the Ryder Merger Agreement)" the
phrase "or the Total Warrant Value (as defined in Section 3.5 of the Ryder
Merger Agreement)".
SECTION 2.3. Amendment to Section 4.1 of the Credit Agreement.
Section 4.1 of the Credit Agreement is hereby amended (i) by inserting
immediately following the initial reference therein to "General Letters of
Credit" the phrase "and Enhancement Letters of Credit to be issued in
replacement of then existing Enhancement Letters of Credit" and (ii) by
inserting in the immediately succeeding line the word "other" immediately
preceding the reference to "Enhancement Letters of Credit".
SECTION 2.4. Amendments to Section 8.2.4 of the Credit Agreement.
Section 8.2.4 of the Credit Agreement is hereby amended as follows:
-4-
5
(a) by inserting immediately following the phrase "Net Income
of the Borrower" in clause (a) of such Section the parenthetical "(without
giving effect to any Permitted 1999/2000 Restructuring Expenses)";
(b) by deleting the table in clause (b) of such Section in
its entirety and substituting therefor the following:
FISCAL QUARTER RATIO
-------------- -----
The third Fiscal Quarter of the 4.25:1.00
1998 Fiscal Year
The fourth Fiscal Quarter of 4.00:1.00
the 1998 Fiscal Year
The first Fiscal Quarter of the 6.90:1.00
1999 Fiscal Year
The second Fiscal Quarter of 6.65:1.00
the 1999 Fiscal Year
The third Fiscal Quarter of the 6.45:1.00
1999 Fiscal Year
The fourth Fiscal Quarter of
the 1999 Fiscal Year and
the first, second and third 4.25:1.00
Fiscal Quarters of the 2000
Fiscal Year
The fourth Fiscal Quarter of
the 2000 Fiscal Year and
the first, second and third 3.75:1.00
Fiscal Quarters of the 2001
Fiscal Year
The fourth Fiscal Quarter of
the 2001 Fiscal Year and
each Fiscal Quarter 3.00:1.00
thereafter
(c) by deleting the table in clause (c) of such Section in
its entirety and substituting therefor the following:
-5-
6
FISCAL QUARTER RATIO
-------------- -----
The third Fiscal Quarter of the 3.50:1.00
1998 Fiscal Year
The fourth Fiscal Quarter of the
1998 Fiscal Year and the 3.75:1.00
first and second Fiscal
Quarters of the 1999 Fiscal
Year
The third Fiscal Quarter of the 3.65:1.00
1999 Fiscal Year
The fourth Fiscal Quarter of the 3.75:1.00
1999 Fiscal Year
The first Fiscal Quarter of the 3.05:1.00
2000 Fiscal Year
The second Fiscal Quarter of 3.15:1.00
the 2000 Fiscal Year
The third Fiscal Quarter of the 3.25:1.00
2000 Fiscal Year
The fourth Fiscal Quarter of the
2000 Fiscal Year and the 3.50:1.00
first, second and third Fiscal
Quarters of the 2001 Fiscal
Year
The fourth Fiscal Quarter of the
2001 Fiscal Year and each 4.00:1.00
Fiscal Quarter thereafter
SECTION 2.5. Amendment to Section 8.2.5 of the Credit Agreement.
Section 8.2.5 of the Credit Agreement is hereby amended by deleting clause (e)
thereof in its entirety and substituting therefor the following:
"(e) Investments in the ordinary course of business in the
form of loans and advances to executive officers and directors of the
Borrower or any of its Subsidiaries to
-6-
7
finance the purchase of common stock of the Borrower, so long as the
aggregate amount of any such loan or advance does not exceed the
purchase price of such common stock so financed and the proceeds of
such loan or advance are actually used by such executive officers and
directors concurrently with the receipt thereof toward the purchase of
such common stock; provided that the aggregate principal amount of
such loans and advances at any time outstanding does not exceed
$20,000,000;"
SECTION 2.6. Amendments to Section 8.2.6 of the Credit Agreement.
Section 8.2.6 of the Credit Agreement is hereby amended as follows:
(a) by deleting subclause (ii) of the proviso to clause (a)
of such Section in its entirety and substituting therefor the
following:
"(ii) the Borrower may pay and make Distributions to
those Persons that are entitled to receive Contingent
Additional Consideration (as defined in Section 3.4 of the
Ryder Merger Agreement) or the Total Warrant Value (as
defined in Section 3.5 of the Ryder Merger Agreement) from
the Borrower to the extent the aggregate amount to be
expended in respect of such Distributions, when added to the
aggregate amount expended in respect of all other such
Distributions made pursuant to this clause (ii), does not
exceed the sum of (x) $15,000,000 plus (y) the amount of Net
Disposition Proceeds resulting from the sale of the assets of
a Non-Core Business (or of the Capital Stock of a Subsidiary
of the Borrower exclusively engaged in the conduct of a
Non-Core Business) to the extent such Net Disposition
Proceeds were not applied to the acquisition or construction
of property or capital assets to be used in the business of
the Borrower and its Subsidiaries, so long as
(A) such Distributions in respect of such
Contingent Additional Consideration are made in
accordance with the provisions of Section 3.4 of the
Ryder Merger Agreement,
(B) such Distributions in respect of such
Total Warrant Value do not exceed in the aggregate
$19,000,000 and are made in accordance with the
provisions of Section 3.5 of the Ryder Merger
Agreement,
(C) both before and after giving effect to
any such Distribution, no Default shall have
occurred and be continuing,
(D) the making of any such Distribution
does not result in the mandatory redemption of any
Indebtedness of the Borrower and its Subsidiaries or
in a requirement to make an offer to redeem any such
Indebtedness, and
-7-
8
(E) in the case of any such Distribution,
the Borrower shall have delivered to the
Administrative Agent (1) financial statements
prepared on a pro forma basis to give effect to such
Distribution for the period of four consecutive
Fiscal Quarters ending with the Fiscal Quarter then
last ended for which financial statements and the
Compliance Certificate relating thereto have been
delivered to the Administrative Agent pursuant to
Section 8.1.1 (including Section 8.1.1 of the
Original Credit Agreement) and (2) a certificate of
the Borrower executed by an Authorized Officer of
the Borrower demonstrating that the financial
results reflected in such financial statements would
comply with the requirements of Section 8.2.4 for
the Fiscal Quarter in which such Distribution is to
be made";
(b) by adding the following subclause (iii) to the proviso to
clause (a) of such Section:
"(iii) the Borrower may purchase or redeem
for value any shares of its Capital Stock (together
with options or warrants in respect of any thereof)
held by executive officers or directors of the
Borrower and its Subsidiaries (or any of their
respective estates or beneficiaries under such
estates), in all cases upon the death, disability,
retirement or termination of employment of such
Persons, pursuant to a mandatory repurchase or
redemption provision under the terms of the stock
option plan under which such shares of Capital Stock
(and options or warrants in respect of any thereof)
were issued, so long as (A) both before and after
giving effect to any such purchase or redemption, no
Default shall have occurred and be continuing, and
(B) the aggregate consideration paid for such
purchases and redemptions does not exceed $5,000,000
over the term of this Agreement;"
SECTION 2.7. Amendment to Section 8.2.7 of the Credit Agreement.
Section 8.2.7 of the Credit Agreement is hereby amended by deleting the dollar
amount "$85,000,000" opposite Fiscal Year 1999 and substituting therefor
"$110,000,000".
ARTICLE III
CONDITIONS TO EFFECTIVENESS
This Amendment, and the amendments and modifications contained herein,
shall be and shall become effective as of the date hereof subject to the
satisfaction of each of the conditions set forth in this Article III to the
satisfaction of the Administrative Agent.
-8-
9
SECTION 3.1. Execution of Counterparts. The Administrative Agent
shall have received counterparts of this Amendment, duly executed and delivered
on behalf of the Borrower and each of the Required Lenders.
SECTION 3.2. Closing Date Certificate. The Administrative Agent
shall have received, with counterparts for each Lender, a certificate, dated
the date hereof, appropriately completed and duly executed and delivered by an
Authorized Officer of the Borrower in which certificate the Borrower shall
agree and acknowledge that the statements made therein shall be deemed to be
true and correct representations and warranties of the Borrower made as of such
date and, at the time such certificate is delivered, such statements shall in
fact be true and correct.
SECTION 3.3. Execution of Affirmation and Consent. The Administrative
Agent shall have received an affirmation and consent in form and substance
satisfactory to it, duly executed and delivered by each Guarantor and any other
Obligor that has granted a Lien pursuant to any Loan Document.
SECTION 3.4. Amendment Fee. The Administrative Agent shall have
received the amendment fees due and payable pursuant to Section 5.4.
SECTION 3.5. Fees and Expenses. The Administrative Agent shall have
received all fees and expenses due and payable pursuant to Section 5.5 (to the
extent then invoiced) and pursuant to the Credit Agreement (including all
previously invoiced fees and expenses).
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.1. Representations and Warranties. In order to induce the
Required Lenders and the Administrative Agent to enter into this Amendment, the
Borrower hereby represents and warrants to the Administrative Agent, the Issuer
and each Lender, as of the date hereof, as follows:
(a) the representations and warranties set forth in Article
VII of the Credit Agreement (excluding, however, those contained in
Section 7.7 of the Credit Agreement) and in each other Loan Document
are, in each case, true and correct (unless stated to relate solely to
an earlier date, in which case such representations and warranties are
true and correct as of such earlier date);
(b) except as disclosed by the Borrower to the Agents, the
Issuer and the Lenders pursuant to Section 7.7 of the Credit Agreement
(i) no labor controversy, litigation, arbitration or
governmental investigation or proceeding is pending or, to
the best knowledge of the Borrower, threatened against the
Borrower or any of its Subsidiaries which might materially
-9-
10
adversely affect the Borrower=s consolidated business,
operations, assets, revenues, properties or prospects or
which purports to affect the legality, validity or
enforceability of this Agreement, the Notes or any other Loan
Document; and
(ii) no development has occurred in any labor
controversy, litigation, arbitration or governmental
investigation or proceeding disclosed pursuant to Section 7.7
of the Credit Agreement which might materially adversely
affect the consolidated businesses, operations, assets,
revenues, properties or prospects of the Borrower and its
Subsidiaries;
(c) no Default has occurred and is continuing, and neither
the Borrower nor any of its Subsidiaries nor any other Obligor is in
material violation of any law or governmental regulation or court
order or decree; and
(d) this Amendment has been duly authorized, executed and
delivered by the Borrower and constitutes a legal, valid and binding
obligation of the Borrower, enforceable against it in accordance with
its terms, except to the extent the enforceability hereof may be
limited by (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating
to or affecting the rights and remedies of creditors generally and
(ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or at law.
SECTION 4.2. Full Disclosure. Except as corrected by written
information delivered to the Agents and the Lenders reasonably prior to the
date on which this representation is made, all factual information heretofore
or contemporaneously furnished by the Borrower in writing to any Agent, the
Issuer or any Lender for purposes of or in connection with this Amendment or
any transaction contemplated hereby is true and accurate in every material
respect and such information is not incomplete by omitting to state any
material fact necessary to make such information not misleading. All
projections delivered to any Agent or any Lender by or on behalf of the
Borrower have been prepared in good faith by the Borrower and represent the
best estimates of the Borrower, as of the date hereof, of the reasonably
expected future performance of the businesses reflected in such projections.
SECTION 4.3. Compliance with Credit Agreement. As of the execution
and delivery of this Amendment, each Obligor is in compliance with all the
terms and conditions of the Credit Agreement and the other Loan Documents to be
observed or performed by it thereunder, and no Default has occurred and is
continuing.
ARTICLE V
MISCELLANEOUS
-10-
11
SECTION 5.1. Full Force and Effect; Limited Amendment. Except as
expressly amended hereby, all of the representations, warranties, terms,
covenants, conditions and other provisions of the Credit Agreement and the
other Loan Documents shall remain unamended and unwaived and shall continue to
be, and shall remain, in full force and effect in accordance with their
respective terms. The amendments set forth herein shall be limited precisely as
provided for herein to the provisions expressly amended herein and shall not be
deemed to be an amendment to, consent to or modification of any other term or
provision of the Credit Agreement, any other Loan Document referred to therein
or herein or of any transaction or further or future action on the part of the
Borrower or any other Obligor which would require the consent of any of the
Lenders under the Credit Agreement or any of the other Loan Documents.
SECTION 5.2. Loan Document Pursuant to Credit Agreement. This
Amendment is a Loan Document executed pursuant to the Credit Agreement and
shall be construed, administered and applied in accordance with all of the
terms and provisions of the Credit Agreement (and, following the date hereof,
the Amended Credit Agreement). Any breach of any representation or warranty or
covenant or agreement contained in this Amendment shall be deemed to be an
Event of Default for all purposes of the Credit Agreement and the other Loan
Documents.
SECTION 5.3. Further Assurances. The Borrower hereby agrees that it
will take any action that from time to time may be reasonably necessary to
effectuate the amendments contemplated herein.
SECTION 5.4. Amendment Fee. Upon satisfaction of the condition set
forth in Section 3.1, the Borrower shall pay, without setoff, deduction or
counterclaim, a non-refundable amendment fee for the account of each Lender
that has executed and delivered (including delivery by way of facsimile) a copy
of this Amendment to the attention of Xx. Xxxxxxx Xxx at Xxxxx, Xxxxx & Xxxxx,
0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (19th floor), telecopy number
000-000-0000 at or prior to 2:00 p.m., New York time, on December 23, 1999, in
the amount of 1/4 of 1% of such Lender's Commitment. The aggregate amount of
such amendment fee shall be paid at or prior to noon, New York time, on
December 24, 1999 to the Administrative Agent for the pro rata account of the
Lenders entitled to receive such amendment fee.
SECTION 5.5. Fees and Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with
the preparation, negotiation, execution and delivery of this Amendment and the
documents and transactions contemplated hereby, including the reasonable fees
and disbursements of Mayer, Brown, and Xxxxx, as counsel for the Administrative
Agent.
SECTION 5.6. Headings. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or any provisions hereof.
-11-
12
SECTION 5.7. Execution in Counterparts. This Amendment may be executed
by the parties hereto in counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
SECTION 5.8. Cross-References. References in this Amendment to any
Article or Section are, unless otherwise specified or otherwise required by the
context, to such Article or Section of this Amendment.
SECTION 5.9. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SECTION 5.10. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-12-
13
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers or general partners (or their
respective officers) thereunto duly authorized as of the day and year first
above written.
BUDGET GROUP, INC.
By: /S/ Xxxx Xxxxx
--------------------------------------
Name: Xxxx Xxxxx
--------------------------------
Title: Vice President and Treasurer
--------------------------------
CREDIT SUISSE FIRST BOSTON, as a Lender and the
Administrative Agent
By: /s/ Xxxxxx Xxxx
--------------------------------------
Name: Xxxxxx Xxxx
------------------------------
Title: Vice President
------------------------------
By: /s/ X. Xxxxxxxxx
--------------------------------------
Name: X. Xxxxxxxxx
------------------------------
Title: Managing Director
------------------------------
BANK OF AMERICA, N.A.
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
BANK OF HAWAII
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
BANK OF MONTREAL
S-13
14
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
THE BANK OF NEW YORK
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
THE BANK OF NOVA SCOTIA
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
THE BANK OF TOKYO-MITSUBISHI, LTD.,
NEW YORK BRANCH
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
BANK POLSKA KASA OPIEKI S.A. - PEKAO
S.A. GROUP, NEW YORK BRANCH
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
BANK UNITED
By:
--------------------------------------
S-14
15
Name:
------------------------------
Title:
------------------------------
PARIBAS
By
--------------------------------------
Name:
------------------------------
Title:
------------------------------
By
--------------------------------------
Name:
------------------------------
Title:
------------------------------
BANQUE WORMS CAPITAL CORPORATION
By
--------------------------------------
Name:
------------------------------
Title:
------------------------------
BHF (USA) CAPITAL CORPORATION
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
S-15
16
CIBC INC.
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
COMMERZBANK AKTIENGESELLSCHAFT,
CHICAGO BRANCH
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
CREDIT AGRICOLE INDOSUEZ
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
S-16
17
CREDIT LYONNAIS CHICAGO BRANCH
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
FLEET BANK, N.A.
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
S-17
18
THE FUJI BANK, LIMITED
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
CONSECO FINANCE, INC.
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
IMPERIAL BANK
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By: /S/ W. Xxxxxx XxXxxxxxx
--------------------------------------
Name: W. Xxxxxx XxXxxxxxx
------------------------------
Title: Duly Authorized Signatory
------------------------------
NATEXIS BANQUE
By: /s/ Xxxxxx X. van Tulder
--------------------------------------
Name: Xxxxxx X. van Tulder
------------------------------
Title: Vice President and Manager,
Multinational Group
------------------------------
By: /s/ Xxxx Xxxx
--------------------------------------
Name: Xxxx Xxxx
------------------------------
Title: Vice President
------------------------------
S-18
19
PNC BANK, N.A.
By: /s Xxxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxxx X. Xxxx
------------------------------
Title: Vice President
------------------------------
SOUTHERN PACIFIC BANK
By: /s/ Mun Xxxxx Xxx
--------------------------------------
Name: Mun Xxxxx Xxx
------------------------------
Title: Vice President
------------------------------
THE SUMITOMO BANK, LIMITED, NEW
YORK BRANCH
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
SUNTRUST BANK CENTRAL FLORIDA, N.A.
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
TORONTO DOMINION (TEXAS), INC.
By:
--------------------------------------
Name:
------------------------------
Title:
------------------------------
S-19
20
THE TOYO TRUST & BANKING CO., LTD.
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
------------------------------
Title: Assistant General Manager
------------------------------
International Department
------------------------------
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
------------------------------
Title: Vice President
------------------------------
S-20
