EXHIBIT 10.1
SECOND AMENDMENT
SECOND AMENDMENT, dated as of September 18, 1997, to the FIVE YEAR
COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT and the 364-DAY COMPETITIVE
ADVANCE AND REVOLVING CREDIT AGREEMENT, each of which is dated as of October 2,
1996 ( as each of the same may be amended, supplemented or otherwise modified
from time to time, the "Credit Agreements"), by and among HFS INCORPORATED, a
Delaware corporation (the "Borrower"), the financial institutions parties
thereto (the "Lenders"), and THE CHASE MANHATTAN BANK, a New York banking
corporation, as agent for the Lenders (in such capacity, the "Administrative
Agent").
W I T N E S S E T H:
WHEREAS, the Borrower plans to merge with and into CUC International Inc.
("CUC") (the "Merger");
WHEREAS, the Borrower has requested that the Lenders amend certain
provisions of the Credit Agreements upon the terms and conditions set forth
herein; and
WHEREAS, the Lenders have agreed to permit the Merger and to effect
certain other changes to the Credit Agreements;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the undersigned hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreements and used herein
shall have the meanings given to them in the Credit Agreements.
2. Amendments to Section 1, entitled "Definitions," of each Credit
Agreement. Section 1 of each Credit Agreement is hereby amended as follows:
(a) by deleting the definitions of "Avis L/C", "Avis Merger
Agreement", "Borrower Stock Price" and "Receivables" in their entirety
therefrom;
(b) by deleting the definition of "Avis" contained therein in its
entirety and substituting in lieu thereof the following definition:
"Avis" shall mean HFS Car Rental, Inc., a Delaware corporation.
(c) by deleting the definition of "Cash Equivalents" contained therein
in its entirety and, with respect to the Five Year Credit Agreement,
substituting in lieu thereof the following definition:
"Cash Equivalents" shall mean any of the following , to the
extent acquired for investment and not with a view to achieving
trading profits: (i) obligations fully backed by the full faith
and credit of the United States of America maturing not in excess
of twelve months from the date of acquisition, (ii) commercial
paper maturing not in excess of twelve months from the date of
acquisition and rated "P-1" by Xxxxx'x or "A-1" by S&P on the
date of such acquisition, (iii) the following obligations of any
Lender or any domestic commercial bank having capital and surplus
in excess of $500,000,000, which has, or the holding company of
which has, a commercial paper rating meeting the requirements
specified in clause (ii) above: (a) time
deposits, certificates of deposit and acceptances maturing not in
excess of twelve months from the date of acquisition, or (b)
repurchase obligations with a term of not more than thirty (30)
days for underlying securities of the type referred to in clause
(i) above, (iv) money market funds that invest exclusively in
interest bearing, short-term money market instruments: (a) having
an average remaining maturity of not more than twelve months and
(b)(1) rated at least "P-1" by Xxxxx'x or "A-1" by S&P or (2)
which are issued or directly and fully guaranteed or insured by
the United States government or any agency or instrumentality
thereof, and (v) municipal securities: (a) for which the pricing
period in effect is not more than twelve months long and (b)
rated at least "P-1" by Xxxxx'x or "A-1" by S&P.
(d) by deleting the definition of "Consolidated Total Indebtedness"
contained therein in its entirety and substituting in lieu thereof the
following definition:
"Consolidated Total Indebtedness" shall mean the total amount of
Indebtedness of the Borrower and its Consolidated Subsidiaries
determined on a consolidated basis using GAAP principles of
consolidation, but without regard to whether or not any such
Indebtedness would be required to be shown on a consolidated
balance sheet prepared in accordance with GAAP; provided that
Consolidated Total Indebtedness shall be deemed to include, at
the time of any computation thereof, the aggregate amount of any
outstanding loans to, any investment in the capital stock of, any
purchase price in excess of the fair market value of assets of,
and any other investments by the Borrower and its Subsidiaries
(other than Avis and its Subsidiaries and PHH and its
Subsidiaries) in, Avis and its Subsidiaries and PHH and its
Subsidiaries (other than the purchase price paid by the Borrower
to acquire Avis and PHH). The amount of any such investment at
any time shall equal the original cost thereof plus any additions
thereto (in each case without giving effect to any appreciation
or depreciation in the value thereof) net of any returns thereon
actually received by the Borrower or any of its Subsidiaries
(other than Avis and its Subsidiaries and PHH and its
Subsidiaries).
(e) by deleting from the definition of "Indebtedness" the phrase
"payable within 120 days" in each case where it appears and substituting
in lieu thereof the phrase "payable within 180 days";
(f) by adding the following definitions in their appropriate
alphabetical locations:
"Consolidated Net Worth" shall mean, as of any date of
determination, all items which in conformity with GAAP would be included
under shareholders' equity on a consolidated balance sheet of the Borrower
and its Subsidiaries at such date.
"Merger" shall means the merger of HFS Incorporated into CUC
International Inc.
"Merger Effective Date" shall have the meaning set forth in the
Second Amendment, dated as of September 18, 1997, to this Agreement.
"PHH" shall mean PHH Corporation, a Maryland corporation
and (g) by deleting the definition of "Subsidiary" contained
therein in its entirety and substituting in lieu thereof the following
definition:
"Subsidiary" shall mean with respect to any Person, any
corporation, association, joint venture, partnership or other
business entity (whether now existing or hereafter organized) of
which at least a majority of the voting stock or other ownership
interests having ordinary voting power
for the election of directors (or the equivalent) is, at the time
as of which any determination is being made, owned or controlled
by such Person or one or more Subsidiaries of such Person or by
such Person and one or more Subsidiaries of such Person; provided
that for purposes of Section 6.1, 6.5, 6.6, 6.7 and 6.8 hereof,
Avis and its Subsidiaries and PHH and its Subsidiaries shall be
deemed not to be Subsidiaries of the Borrower.
e. Amendment to Section 2.23, entitled "Increase of Commitments," of
each Credit Agreement. Section 2.23 of each Credit Agreement is hereby
amended by (a) deleting such Section from the Five Year Credit Agreement
and substituting therefor the phrase "SECTION 2.23. INTENTIONALLY OMITTED"
and (b) deleting paragraph (a) thereof from the 364-Day Credit Agreement
and substituting in lieu thereof the following:
(a) At the request of the Borrower to the Administrative Agent,
the aggregate Commitments hereunder may be increased on the Merger
Effective Date by not more $500,000,000 provided that (i) each Lender
whose Commitment is increased consents, (ii) the increase is in a
multiple of $25,000,000 and (iii) the consent of the Administrative
Agent is obtained.
4. Amendment to Section 2.24 entitled "Letters of Credit," of the Five
Year Credit Agreement. Section 2.24 of the Five Year Credit Agreement is hereby
amended by deleting the last sentence of clause (i).
5. Amendment to Section 3.4 entitled "Financial Statements of Borrower",
of each Credit Agreement. Section 3.4 of each Credit Agreement is hereby amended
by deleting such Section 3.4 and substituting in lieu thereof the following:
SECTION 3.4. Financial Statements.
(i) The (a) audited consolidated balance sheets of HFS Incorporated
and its Consolidated Subsidiaries as of December 31, 1995 and December 31,
1996, and (b) unaudited consolidated balance sheets of HFS Incorporated
and its Consolidated Subsidiaries as of March 31, 1997 and June 30, 1997,
together with the related unaudited statements of income, shareholders'
equity and cash flows for such periods, fairly present the financial
condition of HFS Incorporated and its Consolidated Subsidiaries as at the
dates indicated and the results of operations and cash flows for the
periods indicated in conformity with GAAP subject to normal year-end
adjustments in the case of the March 31, 1997 and June 30, 1997 financial
statements.
(ii) The (a) audited consolidated balance sheets of CUC International
Inc. and its consolidated Subsidiaries as of January 31, 1996 and January
31, 1997 and (b) unaudited consolidated balance sheets of CUC
International Inc. and its consolidated Subsidiaries as of April 30, 1997,
together with the related unaudited statements of income, shareholders'
equity and cash flows for such periods, fairly present the financial
condition of CUC International Inc. and its consolidated Subsidiaries as
at the dates indicated and the results of operations and cash flows for
the periods indicated in conformity with GAAP subject to normal year-end
adjustments in the case of the April 30, 1997 financial statements.
(iii) The pro forma combined balance sheets of CUC International Inc.
dated April 30, 1997, and of HFS Incorporated, dated March 31, 1997, as
set forth in the unaudited pro forma combining financial statements for
the Merger set forth in the joint proxy statement prospectus filed by CUC
International Inc. and HFS Incorporated dated August 28, 1997, fairly
present the consolidated financial condition of the surviving company of
the Merger and its consolidated Subsidiaries as at the dates indicated.
6. Amendment to Section 3.5, entitled "No Material Adverse Change", to
each Credit Agreement. Section 3.5 of each Credit Agreement is hereby amended by
deleting the text of such Section and substituting in lieu thereof the
following:
Since December 31, 1996 and January 31, 1997, respectively, there
has been no material adverse change in the business, assets,
operations, or condition, financial or otherwise, of HFS Incorporated
and its Subsidiaries taken as a whole or of CUC International Inc. and
its Subsidiaries taken as a whole; provided, however, that the
foregoing representation is made solely as of the Merger Effective
Date.
7. Amendments to Section 3.16, entitled "Environmental Liabilities," of
each Credit Agreement.
Section 3.16 of each Credit Agreement is hereby amended as follows:
(a) by deleting the text of such Section and substituting in lieu thereof
the following:
Except with respect to any matters, that, individually or in the
aggregate, could not reasonably be expected to result in a Material
Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has
failed to comply with any Environmental Law or to obtain, maintain or
comply with any permit, license or other approval required under any
Environmental Law, (ii) except as set forth on Schedule 3.16, has become
subject to any Environmental Liability, (iii) except as set forth on
Schedule 3.16 has received notice of any claim with respect to any
Environmental Liability or (iv) except as set forth on Schedule 3.16,
knows of any basis for any Environmental Liability.
and (b) by adding a new Schedule 3.16 in the form of Annex A hereto.
8. Amendments to Section 6.1, entitled "Limitation on Indebtedness," of
each Credit Agreement. Section 6.1 of each Credit Agreement is hereby amended as
follows:
(a) by deleting the amount "$200,000,000" from clauses (e) and (g)
and substituting in lieu thereof the amount "$400,000,000"; and
(b) by deleting subsection (c) contained therein in its entirety and
substituting in lieu thereof the following: "(c) Guaranties;".
9. Amendment to Section 6.2, entitled "Limitation on Guaranties," of each
Credit Agreement. Section 6.2 of each Credit Agreement is hereby amended by
deleting Section 6.2 in its entirety and substituting in lieu thereof the
following:
SECTION 6.2. INTENTIONALLY OMITTED.
10. Amendment to Section 6.4, entitled "Consolidation, Merger, Sale of
Assets," of each Credit Agreement. Section 6.4(a) of each Credit Agreement is
hereby amended by (i) adding at the end of clause (i) the phrase "or the
successor to the Borrower has unconditionally assumed in writing all of the
payment and performance obligations of the Borrower under this Agreement and the
other Fundamental Documents", (ii) deleting the word "or" before clause (iii)
and substituting in lieu thereof a comma and (iii) deleting the semicolon and
proviso clause at the end of clause (iii) and substituting in lieu thereof the
following:
or (iv) the Merger; provided however, that immediately prior to
and on a Pro Forma Basis after giving effect to any such
transaction described in any of the preceding clauses (i), (ii)
and (iii) no Default or Event of Default has occurred and is
continuing.
11. Amendment to Section 6.5, entitled "Limitation on Liens", of each
Credit Agreement. Section 6.5 of each Credit Agreement is hereby amended by (i)
deleting the word "and" at the end clause (f), (ii) deleting the period at the
end of clause (g) and substituting in lieu thereof the phrase "; and" and (iii)
inserting at the end thereof the following new clause (h):
(h) other Liens securing obligations having an aggregate principal
amount not to exceed 15% of Consolidated Net Worth.
12. Amendment to Section 6.6, entitled "Sale and Leaseback," of each
Credit Agreement. Section 6.6 of each Credit Agreement is hereby amended by
deleting the amount $50,000,000" contained therein and substituting in lieu
thereof the amount "$200,000,000".
13. Amendment to Section 7, entitled "Events of Default," of each Credit
Agreement. Section 7 of each Credit Agreement is hereby amended by deleting the
amount "$25,000,000" from clauses (e) and (i) in each case where it appears and
substituting in lieu thereof the amount "$50,000,000".
14. Amendment to Section 9.1, entitled "Notices," of each Credit
Agreement. Section 9.1 of each Credit Agreement is hereby amended by (i)
deleting the phrase "339 Jefferson Road" and substituting in lieu thereof the
phrase, "0 Xxxxxx Xxx," (ii) deleting the phrase "Xxxxxxx X. Homes, Executive
Vice President and Chief Financial Officer and Xxxxx X. Xxxxxxx, Executive Vice
President and General Counsel" substituting in lieu thereof the phrase, "Xxxxxxx
Xxxxxx, Vice Chairman and Chief Financial Officer and Xxxxx X. Xxxxxxx, Senior
Executive Vice President and General Counsel" and (iii) deleting the phrase "Xxx
Xxxxxx, Vice President"and substituting in lieu thereof the phrase "Xxxxxxxxx
Xxxxxx".
15. Amendment to Section 9.4, entitled "Expenses; Documentary Taxes," of
the 364-Day Credit Agreement. Section 9.4 of the 364-Day Credit Agreement is
hereby amended by (i) deleting the comma after the phrase, "the Notes," in the
fifth line and substituting in lieu thereof the word "and", (ii) deleting the
phrase "and issuance and administration of the Letters of Credit" contained
therein in its entirety and (iii) deleting in each case where it appears the
phrase "or the Letters of Credit".
16. Amendment Section 9.9, entitled "Amendments, etc.," of the 364-Day
Credit Agreement. Section 9.9 of the 364-Day Credit Agreement is hereby amended
by deleting from clause (y) the phrase "or letter of credit fees" contained
therein.
17. Other Amendments to each Credit Agreement. Each reference to the
phrases "date hereof" and "Closing Date" in the definitions of "Change in
Control" and "GAAP" set forth in Section 1 and in Sections 3.6, 3.8, 3.14 and
3.15 of each Credit Agreement is hereby deleted and replaced with a reference to
the "Merger Effective Date."
18. Effective Date. (a) This Amendment (other than paragraphs 5, 6, 7 and
17 hereof) shall become effective upon receipt by the Administrative Agent of
counterparts of this Amendment duly executed and delivered by the Borrower, the
Administrative Agent, the Required Lenders under each of the Five Year Credit
Agreement and the 364-Day Credit Agreement and, with respect to paragraph 19,
each Lender under the 364-Day Credit Agreement (the date of such effectiveness,
the "Initial Effective Date").
(b) Paragraphs 5, 6, 7 and 17 of this Amendment shall become effective
upon satisfaction of each of the following conditions (the date on which
all such conditions are first satisfied is referred to herein as the
"Merger Effective Date"):
(i) receipt by the Administrative Agent, with copies for each of
the Lenders, of a certificate of the Secretary or Assistant Secretary
of the Borrower (which for purposes of this Section 18(b) shall means
the company which survives the Merger) dated the Merger Effective Date
and certifying (A) that attached thereto is a true and complete copy
of the certificate of incorporation and by-laws of the Borrower as in
effect on the date of such certification; (B) that attached thereto is
a true and complete copy of resolutions adopted by the Board of
Directors of the Borrower authorizing the borrowings under the Credit
Agreements, the assumption of obligations of HFS Incorporated under
the Credit Agreements and the other Fundamental Documents by the
Borrower and the execution, delivery and performance in accordance
with their respective terms of any documents required or contemplated
hereunder (such certificate to state that the resolutions thereby
certified have not been amended, modified revoked or rescinded and
shall be in form and substance satisfactory to the Administrative
Agent); (C) as to the incumbency and specimen signature of each
officer of the Borrower executing and document delivered by it in
connection herewith (such certificate to contain a certification by
another officer of the Borrower as to the incumbency and signature of
the officer signing the certificate referred to in this paragraph (i);
and (D) that the Merger has become effective in accordance with the
law of the State of Delaware;
(ii) receipt by the Administrative Agent of the favorable written
opinions, dated the Merger Effective Date and addressed to the
Administrative Agent and the Lenders, of Skadden, Arps, Slate, Xxxxxxx
& Xxxx LLP, counsel to the Borrower, and of Xxxxx X. Xxxxxxx, Senior
Executive Vice President and General Counsel of the Borrower, each in
form and substance satisfactory to the Administrative Agent.
(iii) satisfaction on the part of the Administrative Agent that
no material adverse change shall have occurred with respect to the
business, assets, operations or condition, financial or otherwise, of
HFS Incorporated and its Consolidated Subsidiaries taken as a whole
since December 31, 1996 or of CUC and is consolidated Subsidiaries
taken as a whole since January 31, 1997.
(iv) satisfaction on the part of the Administrative Agent that
all amounts payable to the Administrative agent and the other Lenders
pursuant hereto or with regard to the transactions contemplated hereby
have been or are simultaneously being paid;
(v) no litigation shall be pending or threatened which would be
likely to have a Material Adverse Effect, or which could reasonably be
expected to materially adversely affect the ability of the Borrower to
fulfill its obligations hereunder or to otherwise materially impair
the interests of the Lenders; and
(vi) delivery by the Borrower of a written agreement pursuant to
which it assumes as a primary obligor all of the payment and
performance obligations of HFS Incorporated under the Credit
Agreements and the other Fundamental Documents.
19. Extension of Maturity Date under 364-Day Credit Agreement. The Lenders
hereby confirm that the Maturity Date under the 364-day Credit Agreement has
been extended to September 30, 1998.
20. Representations and Warranties. The Borrower hereby represents and
warrants to the Lenders that each of the representations and warranties made by
the Borrower in the Fundamental Documents is true and correct on and as of the
Initial Effective Date and the Merger Effective Date, after giving effect to the
effectiveness of this Amendment on the Initial Effective Date and the Merger
Effective Date, respectively, as if made on and as of such Effective Date,
except to the extent such representations and warranties expressly relate to an
earlier date.
21. Payment of Expenses. The Borrower agrees to reimburse the
Administrative Agent for all its reasonable costs and expenses incurred in
connection with the preparation, execution and delivery of this Amendment and
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.
22. No Other Amendments; Confirmation. Except as expressly amended hereby,
all terms and provisions of the Credit Agreements and each of the Fundamental
Documents are and shall remain in full force and effect. The amendments provided
herein are limited to the specific Sections of the Credit Agreements specified
herein and shall not constitute amendments of, or an indication of the
Administrative Agent's or the Lenders' willingness to amend, any other
provisions of the Credit Agreements or the Fundamental Documents or the same
Sections for any other date or time period (whether or not such other provisions
or compliance with such Sections for another date or time period are affected by
the circumstances addressed in this Amendment).
23. 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.
24. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first above written.
HFS INCORPORATED
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Treasurer, Senior Vice
President Planning and Budgets
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Assistant Vice President
ABN-AMRO BANK N.V. NEW YORK
By: ________________________________
Name:
Title:
By: _________________________________
Name:
Title:
BANK OF AMERICA NT&SA
By: /s/ Xxxx Xxxxxx Xxxxx
Name: Xxxx Xxxxxx Xxxxx
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Sr. Relationship Manager
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ X. Xxxxxxx
Name: X. Xxxxxxx
Title: SVP & Manager
BANQUE PARIBAS
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title:Vice President
BAYERISCHE LANDESBANK GIRONZENTRALE
CAYMAN ISLANDS BRANCH
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
By: /s/ Xxxx X'Xxxxxxxx
Name: Xxxx X'Xxxxxxxx
Title: Second Vice President
BAYERISCHE VEREINSBANK AG,
NEW YORK BRANCH
By: /s/ Xxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Treasurer
CIBC INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Managing Director, CIBC
Wood Grundy Securities Corp, as Agent
CITIBANK, N.A.
By: _________________________________
Name:
Title:
COMERICA BANK
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Vice President
CREDIT LYONNAIS NEW
NEW YORK BRANCH
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: _________________________________
Name:
Title:
DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK
CAYMAN ISLAND BRANCH
By: /s/ Xxxxx X. X'Xxxxxxx
Name: Xxxxx X. X'Xxxxxxx
Title: Vice President
By: Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
FIRST HAWAIIAN BANK
By: ________________________________
Name:
Title:
THE FUJI BANK LIMITED
NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President & Manager
THE INDUSTRIAL BANK OF JAPAN, LIMITED
NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Deputy General Manager
MELLON BANK, N.A.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
NATIONSBANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: Second Vice President
PNC BANK, N.A. (approved but not with
respect to the extension of the 364-Day
Competitive Advance and Revolving Credit
Agreement)
By: /s/ Xxxxxx X. Tessacova
Name: Xxxxxx X. Tessacova
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Manager
THE SAKURA BANK, LIMITED
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Senior Vice President
THE SANWA BANK, LIMITED
By: _________________________________
Name:
Title:
THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Joint General Manager
SUMMIT BANK
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President
THE TOKAI BANK LIMITED
NEW YORK BRANCH
By: /s/ Sinichi Kondo
Name: Sinichi Kondo
Title: Deputy General Manager
UNITED STATES NATIONAL BANK OF OREGON
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
By: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Associate
THE YASUDA TRUST AND BANK CO., LTD.
NEW YORK BRANCH
By: /s/ Xxxx Xxxxxxxxxxxxxx
Name: Xxxx Xxxxxxxxxxxxxx
Title: Senior Vice President
