EXECUTION COPY
AMENDMENT NO. 1
to
CREDIT AGREEMENT
THIS AMENDMENT NO. 1 (the "Amendment"), dated as of March 5, 1998, to
the Credit Agreement dated as of December 22, 1994 among Comcast MH Holdings,
Inc. (the "Borrower"), the banks listed on the signature pages hereof (each, a
"Bank" and collectively, the "Banks"), The Chase Manhattan Bank, NationsBank of
Texas, N.A., and The Toronto-Dominion Bank, as Arranging Agents, The Bank of New
York, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, and Xxxxxx
Guaranty Trust Company of New York, as Managing Agents, and NationsBank of
Texas, N.A., as Administrative Agent (the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks (as defined in the Credit Agreement
hereinafter referred to), the Arranging Agents, the Managing Agents and the
Administrative Agent are parties to the Credit Agreement dated as of December
22, 1994 (the "Agreement") (capitalized terms used and not otherwise defined
herein shall have the meanings ascribed thereto in the Agreement); and
WHEREAS, the Borrower has requested, and the Banks and the
Administrative Agent have agreed to, the amendments to the Agreement more fully
set forth in this Amendment; and
WHEREAS, such amendments and the consent contained herein shall be of
benefit, either directly or indirectly, to the Borrower;
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Termination and Release. Upon and after the Amendment No. 1
Effective Date (as defined in Section 5 below), (a) each of the Pledge
Agreements shall terminate, and (b) the Security Interest shall terminate, all
Collateral in the possession of the Administrative Agent shall be promptly
returned to the applicable Pledgor, all Uniform Commercial Code filings in
respect thereof shall be promptly terminated (at the expense of the Borrower)
and the Pledgors shall be released from all of their obligations under or in
connection with the Pledge Agreements. The Banks hereby agree that at any time
and from time to time, at the expense of the Borrower, the Banks shall, or shall
direct the Administrative Agent to, promptly execute and deliver all further
instruments and documents, and take all further action, that may be reasonably
requested by the Borrower and necessary in order to further effect the
foregoing.
2. Amendments. Upon and after the Amendment No. 1 Effective Date (as
defined in Section 5 below):
(a) Section 1.01(a) of the Agreement shall be deleted in its entirety
and restated as follows:
"Section 1.01. Commitment to Lend. (a) Loans. Upon the terms and
subject to the conditions of this Agreement, each Bank agrees to make, from
time to time during the period from the Amendment No. 1 Effective Date
through the Commitment Termination Date, one or more Loans to the Borrower
in an aggregate unpaid principal amount not exceeding at any time such
Bank's Commitment at such time; provided, however, that no Loan shall be
requested or made if, after giving effect to the making thereof and the
making of each other Loan requested to be made at such time, the aggregate
principal amount of all Loans outstanding at such time, together with the
aggregate principal amount of all Senior Subordinated Indebtedness
outstanding at such time, would exceed the Total Commitment at such time.
The Total Commitment on the Amendment No. 1 Effective Date is
$875,000,000.";
(b) Section 1.02(a) of the Agreement shall be deleted in its entirety
and restated as follows:
" (a) The Borrower shall give the Administrative Agent notice (which
shall be irrevocable) no later than 10:00 a.m. (Dallas time) on, in the
case of Base Rate Loans, the Business Day and, in the case of Eurodollar
Rate Loans, the third Eurodollar Business Day, before the requested date
for the making of such Loans. Each such notice shall be in the form of
Schedule 1.02 and shall specify (i) the requested date for the making of
the requested Loans, which shall be, in the case of Base Rate Loans, a
Business Day and, in the case of Eurodollar Rate Loans, a Eurodollar
Business Day, (ii) the Type or Types of Loans requested and (iii) the
amount of each such Type of Loan, the aggregate amount of which shall be
$3,000,000 or any integral multiple of $500,000 in excess thereof or the
amount of the unused Total Commitment. Upon receipt of any such notice, the
Administrative Agent shall promptly notify each Bank of the contents
thereof and of the amount and Type of each Loan to be made by such Bank on
the requested date specified therein.";
(c) Section 1.03(c)(iv) of the Agreement shall be deleted in its
entirety and restated as follows:
"(iv) The Borrower shall give the Administrative Agent notice (which
shall be irrevocable) of each conversion of Loans or continuation of
Eurodollar Rate Loans no later than 11:00 a.m. (Dallas time) on, in the
case of a conversion into Base Rate Loans, the Business Day and, in the
case of a conversion into or continuation of Eurodollar Rate Loans, the
third Eurodollar Business Day before the requested date of such conversion
or continuation. Each notice of conversion or continuation shall be in the
form of Schedule 1.03(c)(iv) and shall specify (A) the requested date of
such conversion or continuation, (B) the amount and Type and, in the case
of Eurodollar Rate Loans, the last day of the applicable Interest Period
for the Loans to be converted or continued and (C) the amount and Type or
Types of Loans into which such Loans are to be converted or as which such
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Loans are to be continued. Upon receipt of any such notice, the
Administrative Agent shall promptly notify each Bank of (x) the contents
thereof, (y) the amount and Type and, in the case of Eurodollar Rate Loans,
the last day of the applicable Interest Period for each Loan to be
converted or continued by such Bank and (z) the amount and Type or Types of
Loans into which such Loans are to be converted or as which such Loans are
to be continued.";
(d) Section 1.05 of the Agreement shall be amended as follows:
(i) Section 1.05(a) shall be amended by deleting the words "whether
such Loans are Tranche A Loans or Tranche B Loans (or a combination
thereof), (ii)" immediately following the figure "(i)" appearing therein,
and by replacing the figure "(iii)" with the figure "(ii)";
(ii) Section 1.05(b) shall be deleted in its entirety and restated as
follows:
"(b) If, after giving effect to any reduction of the Total Commitment
pursuant to Section 1.07, the aggregate outstanding principal amount of the
Loans exceeds the Total Commitment, the Borrower shall prepay the Loans in
an amount equal to the amount of such excess, together with interest
thereon as provided in Section 1.03(b), and the amount, if any, required to
be paid in respect thereof pursuant to Section 7.04, on the date of such
reduction.";
(e) Section 1.07 of the Agreement shall be amended as follows:
(i) Section 1.07(a) shall be deleted in its entirety and restated as
follows:
"(a) Scheduled Reductions of Total Commitment. Subject to the
adjustments described in Section 1.07(d), the Total Commitment shall be
automatically reduced on each date set forth below by the amount set forth
below opposite each such date:
Amount of
Date Reduction
March 31, 1999 $16,406,250
June 30, 1999 $16,406,250
September 30, 1999 $16,406,250
December 31, 1999 $16,406,250
March 31, 2000 $27,343,750
June 30, 2000 $27,343,750
September 30, 2000 $27,343,750
December 31, 2000 $27,343,750
March 31, 2001 $27,343,750
June 30, 2001 $27,343,750
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September 30, 2001 $27,343,750
December 31, 2001 $27,343,750
March 31, 2002 $32,812,500
June 30, 2002 $32,812,500
September 30, 2002 $32,812,500
December 31, 2002 $32,812,500
March 31, 2003 $43,750,000
June 30, 2003 $43,750,000
September 30, 2003 $43,750,000
December 31, 2003 $328,125,000";
(ii) Section 1.07(b) shall be deleted in its entirety and restated as
follows:
"(b) Optional Reductions. The Borrower may reduce the Total Commitment
by giving the Administrative Agent notice (which shall be irrevocable)
thereof no later than 10:00 a.m. (Dallas time) on the third Business Day
before the requested date of such reduction, except that each partial
reduction thereof shall be in an amount equal to $1,000,000 or any integral
multiple of $1,000,000 in excess thereof and that no reduction shall reduce
the Total Commitment to an amount less than the aggregate principal amount
of all Loans and all Senior Subordinated Indebtedness outstanding at such
time. Upon receipt of any such notice, the Administrative Agent shall
promptly notify each Bank of the contents thereof and the amounts to which
such Bank's Commitment is to be reduced.";
(iii) Section 1.07(c) shall be amended by deleting the last sentence of
both clause (i) and clause (ii) in their entirety;
(f) Section 1.08 of the Agreement shall be deleted in its entirety and
restated as follows:
"Section 1.08. Commitment Fees. In addition to the commitment fees
payable for period prior to the Amendment No. 1 Effective Date pursuant to
this Section 1.08 as in effect prior to the Amendment No. 1 Effective Date,
the Borrower shall pay to the Administrative Agent, for the account of each
Bank, a commitment fee on the daily unused amount of such Bank's Commitment
for each day from the Amendment No. 1 Effective Date through the Commitment
Termination Date at a rate per annum of (a) for so long as the Leverage
Ratio is greater than 5.00 to 1, 0.225%, (b) for so long as the Leverage
Ratio is less than or equal to 5.00 to 1 and greater than 4.00 to 1,
0.175%, and (c) for so long as the Leverage Ratio is less than or equal to
4.00 to 1, 0.150%, payable in arrears on successive Interest Payment Dates,
on the date of any reduction of such Commitment (to the extent accrued and
unpaid on the amount of such reduction) and on the Commitment Termination
Date.
The Leverage Ratio shall be determined on the basis of the most recent
financial statements delivered pursuant to Section 5.01. Any change in the
commitment fee rate as a result of a change in the Leverage Ratio shall be
effective as of the third Business Day after
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the day on which financial statements are delivered to the Administrative
Agent pursuant to Section 5.01 that indicate such change in the Leverage
Ratio.";
(g) Section 1.14 shall be deleted in its entirety and restated as
follows:
"Section 1.14. Pro Rata Treatment. Except to the extent otherwise
provided herein, (a) Loans shall be made by the Banks pro rata in
accordance with their respective Commitments, (b) Loans of the Banks shall
be converted and continued pro rata in accordance with their respective
amounts of Loans of the Type and, in the case of Eurodollar Rate Loans,
having the Interest Period being so converted or continued, (c) each
reduction of the Total Commitment shall be applied to the Commitments of
the Banks pro rata in accordance with the respective amounts thereof and
(d) each payment of the principal of or interest on the Loans or of
commitment fees shall be made for the account of the Banks pro rata in
accordance with their respective amounts thereof then due and payable.";
(h) Section 4.15 of the Credit Agreement shall be amended by replacing
the table set forth therein with the following:
"Period Leverage Ratio
January 1, 1997 through December 31, 1997 6.00 to 1
January 1, 1998 to but excluding the Amendment No. 1 Effective Date 5.50 to 1
Amendment No. 1 Effective Date through June 30, 1998 6.25 to 1
July 1, 1998 through December 31, 1998 6.00 to 1
January 1, 1999 through December 31, 1999 5.50 to 1
January 1, 2000 through December 31, 2000 5.00 to 1
January 1, 2001 and thereafter 4.75 to 1";
(i) Section 4.16 of the Credit Agreement shall be deleted in its
entirety and restated as follows:
"Section 4.16. Interest Coverage Ratio. Permit the Interest Coverage
Ratio to be less than (a) 2.00 to 1 at any time after December 31, 1996 and
prior to the Amendment No. 1 Effective Date, (b) 1.75 to 1 at any time
during the period from the Amendment No. 1 Effective Date through December
31, 1998 and (c) 2.00 to 1 at any time thereafter.";
(j) Section 5.01(a) of the Credit Agreement shall be deleted in its
entirety and restated as follows:
"(a) Quarterly Financial Statements; Officer's Certificate. As soon as
available and in any event within 60 days after the close of each of the first
three quarterly accounting periods in each fiscal year of the Borrower,
commencing with the quarterly period ending March 31, 1998:
(i) a consolidated balance sheet of the Borrower and the Consolidated
Subsidiaries as at the end of such quarterly period and the related
consolidated statements of operations, retained earnings and cash flows of
the Borrower and the Consolidated Subsidiaries for (other than such
consolidated statement of cash flows) such quarterly period and for the
elapsed portion of the fiscal year of the Borrower ended with the last day
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of such quarterly period, setting forth in each case in comparative form
the figures as of, in the case of such consolidated balance sheet, the end
of the previous fiscal year of the Borrower and, in each other case, for
the corresponding periods of the previous fiscal year of the Borrower; and
(ii) a certificate with respect thereto of a Responsible Officer of the
Borrower in the form of Schedule 5.01(a).";
(k) Section 6.01(f) shall be amended by substituting the word "or" for
the comma following the word "Borrower" each time such comma appears
therein, and by deleting the words "or any other Loan Party" immediately
following the word "Subsidiary" each time such words appear therein;
(l) Section 9.10(a)(ii) of the Agreement shall be amended by deleting
the phrase ", (A) any assignment by a Bank of a portion of its Commitment
and Loans shall consist of ratable portions of its Tranche A Commitment and
Tranche A Loans and its Tranche B Commitment and Tranche B Loans and (B)";
(m) Section 10.01 of the Credit Agreement shall be amended as follows:
(i) the following definitions shall be added in the appropriate
alphabetical order:
"'Amendment No. 1' means Amendment No. 1 to this Agreement, dated
as of , 1998."; and
"'Amendment No. 1 Effective Date' means the date on which the
`Amendment No. 1 Effective Date' (as defined in Amendment No. 1)
shall have occurred.";
(ii) the definition of "Applicable Margin" contained therein shall be
amended by replacing the table set forth therein with the following:
Leverage Ratio Base Rate Eurodollar Rate
Greater than 6.00 to 1 0.000% 1.00%
Less than or equal to and 6.00 to 1
greater than 5.50 to 1 0.000% 0.875%
Less than or equal to 5.50 to 1 and
greater than 5.00 to 1 0.000% 0.750%
Less than or equal to 5.00 to 1 and
greater than 4.50 to 1 0.000% 0.600%
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Less than or equal to 4.50 to 1 and
greater than 4.0 to 1 0.000% 0.500%
Less than or equal to 4.0 to 1 0.000% 0.375%";
(iii) the definition of "Commitment" contained therein shall be deleted
in its entirety and restated as follows:
"'Commitment' means, with respect to any Bank, (i) the amount set forth
opposite such Bank's name on Annex A or, in the case of a Bank that becomes
a Bank pursuant to an assignment, the amount of the assignor's Commitment
assigned to such Bank, in either case as the same may be reduced from time
to time pursuant to Section 1.07 or increased or reduced from time to time
pursuant to assignments in accordance with Section 9.10(a) or (ii) as the
context may require, the obligation of such Bank to make Loans in an
aggregate unpaid principal amount not exceeding such amount.";
(iv) the definition of "Loan" contained therein shall be deleted in its
entirety and restated as follows:
"Loan" means any amount advanced by a Bank with respect to its
Commitment pursuant to Section 1.01(a).;
(v) the definition of "Pro Forma Debt Service" contained therein shall
be amended by inserting "(other than any such Required Repayment resulting from
the reduction of the Total Commitment scheduled to occur on the Commitment
Termination Date pursuant to Section 1.07(a))" immediately following the words
"Required Repayments" in clause (i) thereof;
(vi) the definition of "Responsible Officer" contained therein shall be
deleted in its entirety and restated as follows:
"Responsible Officer" means, with respect to any Loan Party, the
chairman, vice chairman, president, any senior vice president, any vice
president-finance, the chief financial officer, the treasurer, or any
assistant treasurer of such Loan Party.";
(vii) the definition of "Total Commitment" contained therein shall be
deleted in its entirety and restated as follows:
"Total Commitment" means the aggregate amount of the Commitments, as
the same may be reduced from time to time pursuant to Section 1.07.";
(viii) the definition of `Type" contained therein shall be amended by
deleting the last sentence thereof in its entirety;
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(ix) the following definitions contained therein shall be deleted in
their entirety:
"Total Tranche A Commitment"
"Total Tranche B Commitment"
"Tranche A Commitment"
"Tranche A Loan"
"Tranche B Commitment"
"Tranche B Loan";
(n) Annex A to the Agreement shall be restated in its entirety as set
forth on Annex A hereto (with the effect that, from and after the Amendment
No. 1 Effective Date each Bank that was not a party to the Agreement prior
to such time shall constitute a Bank (as defined in the Agreement) for all
purposes of the Agreement, having a Commitment in the amount set forth
opposite such Bank's name on Annex A as amended hereby); and
(o) Exhibit A to the Agreement shall be restated in its entirety as set
forth on Exhibit A hereto.
3. Consent. Effective upon the Amendment No. 1 Effective Date (as
defined in Section 5 below), the Banks hereby consent to the Broward/Xxxxx
Acquisition, and waive the requirements of Section 4.07 of the Agreement solely
to permit the Broward/Xxxxx Acquisition. For purposes hereof, the term
"Broward/Xxxxx Acquisition" means the proposed acquisition by the Borrower of
the assets comprising the cable television systems serving the towns of Xxxxx,
Xxxxx, and Xxxxxx City, Florida and Broward County, Florida, so long as such
acquisition is consummated prior to June 30, 1998 and the aggregate principal
amount of Loans paid by the Borrower as consideration for such acquisition is
not in excess of $150,000,000.
4. Representations and Warranties. In order to induce the Banks to
agree to amend the Agreement and give the consent provided for herein, the
Borrower makes the following representations and warranties, which shall survive
the execution and delivery of this Amendment:
(a) No Default has occurred and is continuing or would exist
immediately after giving effect to the amendments contained herein or the
consummation of the Broward/Xxxxx Acquisition; and
(b) Each of the representations and warranties set forth in Article 3
of the Agreement is true and correct, in all material respects, as though
such representations and warranties were made at and as of the Amendment
No. 1 Effective Date (as defined in Section 5 below), except to the extent
that any such representations or warranties are made as of a specified date
or with respect to a specified period of time, in which case such
representations and warranties shall be made as of such specified date or
with respect to
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such specified period. Each of the representations and warranties made
under the Agreement (including those made herein) shall survive to the
extent provided therein and not be waived by the execution and delivery of
this Amendment.
5. Amendment No. 1 Effective Date. This Amendment shall become
effective as of the date first referenced above on the date (the "Amendment No.
1 Effective Date") on which (a) the Administrative Agent shall have received (i)
this Amendment, executed by the Borrower, the Administrative Agent and the
Banks, and (ii) the Master Assignment and Assumption Agreement substantially in
the form attached hereto as Exhibit B, executed by the Administrative Agent and
the Assignors and Assignees listed therein and acknowledged and agreed to by the
Borrower, (b) the Administrative Agent shall have received payment of the fees
payable pursuant to Section 6 hereof and (c) the Administrative Agent shall have
received certificates of Responsible Officers of the Borrower and opinions of
counsel for the Borrower with respect to this Amendment and the Agreement as
amended hereby substantially equivalent to the certificates and opinions
delivered pursuant to Section 2.01(a) of the Agreement, and such other materials
as shall be reasonably requested by the Administrative Agent.
6. Upfront Fee; Payment of Fees and Expenses. The Borrower hereby
agrees to pay to the Administrative Agent, for the account of each of the Banks,
on the Amendment No. 1 Effective Date, an upfront fee equal to 0.125% of (i) in
the case of Banks that are party to the Agreement immediately prior to the
occurrence of the Amendment No. 1 Effective Date, the amount by which such
Bank's Commitment is increased as a result of the occurrence of the Amendment
No. 1 Effective Date, and (ii) in the case of Banks that are not party to the
Agreement at such time, the amount of the Commitment of such Bank after giving
effect to such occurrence. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment and any other documents or
instruments which may be delivered in connection herewith, including, without
limitation, the reasonable fees and expenses of Winthrop, Stimson, Xxxxxx &
Xxxxxxx.
7. Counterparts. This Amendment may be executed in counterparts and by
different parties hereto in separate counterparts, each of which, when so
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute one and the same instrument.
8. Ratification. The Agreement, as amended by this Amendment, is and
shall continue to be in full force and effect, is hereby in all respects
confirmed, approved and ratified and shall be deemed amended and restated to
read in its entirety as set forth therein and as amended hereby.
9. Governing Law. The rights and duties of the Borrower, the Banks, the
Managing Agents and the Administrative Agent under this Amendment shall, in
accordance with New York General Obligations Law Section 5-1401, be governed by
the law of the State of New York.
10. Reference to Agreement. From and after the Amendment No. 1
Effective Date, each reference in the Agreement to "this Agreement," "hereof,"
"hereunder" or words of like import, and all references to the Agreement in any
and all agreements, instruments, documents,
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notes, certificates and other writings of every kind and nature, shall be deemed
to mean the Agreement as modified and amended by this Amendment.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
as of the date first written above.
COMCAST MH HOLDINGS, INC.
By: /s/ Xxxxxxxxx X. Xxx Xxxxx
Name: Xxxxxxxxx X. Xxx Xxxxx
Title: Assistant Treasurer
NATIONSBANK OF TEXAS, N.A.,
as Administrative Agent, Arranging Agent and
a Bank
By:
Name:
Title:
THE CHASE MANHATTEN BANK, as
Arranging Agent and a Bank
By:
Name:
Title:
TORONTO-DOMINION (TEXAS), INC.,
as Arranging Agent and a Bank
By:
Name:
Title:
THE BANK OF NEW YORK,
as Managing Agent and a Bank
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA,
as Managing Agent and a Bank
By:
Name:
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE, as Managing Agent and a Bank
By:
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Managing Agent and a
Bank
By:
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENE
By:
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
DRESDNER BANK AG NEW YORK &
GRAND CAYMAN BRANCHES
By:
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
Name:
Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED
By:
Name:
Title:
CITIBANK, N.A.
By:
Name:
Title:
XXXXX BANK N.A.
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
BANQUE PARIBAS
By:
Name:
Title:
BARCLAYS BANK PLC
By:
Name:
Title:
THE SANWA BANK LIMITED NEW YORK
BRANCH
By:
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By:
Name:
Title:
BANQUE NATIONALE DE PARIS
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Vice President/Team Leader
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
NATEXIS BANQUE BFCE
By:
Name:
Title:
CRESTAR BANK
By:
Name:
Title:
SUMMIT BANK
By:
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
Name:
Title:
ROYAL BANK OF CANADA
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Manager
BANK OF MONTREAL
By:
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
By:
Name:
Title:
SUMITOMO TRUST AND BANKING
COMPANY, LIMITED
By:
Name:
Title:
MEESPIERSON CAPITAL CORP.
By:
Name:
Title:
MELLON BANK, N.A.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
BANK OF AMERICA NT & SA
By:
Name:
Title:
BANK ONE, ARIZONA, NA
By:
Name:
Title:
BANKBOSTON
By:
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:
Name:
Title:
THE FUJI BANK, LIMITED-NEW YORK
BRANCH
By: /s/ Teiji Taramoto
Name: Teiji Taramoto
Title: Vice President and Manager
PNC BANK, NATIONAL ASSOCIATION
By:
Name:
Title:
WACHOVIA BANK
By:
Name:
Title:
FIRST UNION NATIONAL BANK
By:
Name:
Title:
COMMERCIAL LOAN FUNDING TRUST 1
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxx Xxxx-Xxxxxx
Name: Xxxxx Xxxx-Xxxxxx
Title: Vice President
THE SUMITOMO BANK, LIMITED
By:
Name:
Title:
