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EXHIBIT 10.1
SECOND AMENDMENT
TO REVOLVING CREDIT AGREEMENT
This SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT is made and entered
into as of December 14, 1998 (this "Amendment") by and among (a) ITEQ, INC., a
Delaware corporation (the "Borrower"), (b) THE GUARANTORS, (C) BANKBOSTON, N.A.,
a national banking association having its principal place of business at 000
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (acting in its individual capacity,
"BKB"), and the other lending institutions which become parties to the Credit
Agreement defined below (collectively, the "Banks"), (d) DEUTSCHE BANK AG, as
documentation agent (the "Documentation Agent"), and (e) BANKBOSTON, N.A., as
agent for the Banks (acting in such capacity, the "Agent"). Capitalized terms
used herein without definition shall have the meanings assigned to such terms in
the Credit Agreement defined below.
WHEREAS, the Borrower, the Guarantors, the Banks, the Documentation
Agent and the Agent have entered into that certain Revolving Credit Agreement,
dated as of October 28, 1997 (as amended and in effect from time to time, the
"Credit Agreement"), pursuant to which the Banks have extended credit to the
Borrower on the terms set forth therein;
WHEREAS, the Borrower, the Guarantors, the Banks, the Documentation
Agent and the Agent have agreed to amend the Credit Agreement as hereinafter set
forth;
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.
SECTION 1.1 DEFINITIONS.
(a) The following new definitions are added to the Credit
Agreement:
"Accounts Receivable. All rights of the Borrower or
any of its Subsidiaries to payment for goods sold, leased or
otherwise marketed in the ordinary course of business and all
rights of the Borrower or any of its Subsidiaries to payment
for services rendered in the ordinary course of business and
all sums of money or other proceeds due thereon pursuant to
transactions with account debtors, recorded on books of
account in accordance with generally accepted accounting
principles."
"EBITDA Adjustments. For the following fiscal
quarters, EBITDA Adjustments shall be as follows:
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(i) For the fiscal quarter ending on
September 30, 1998, an amount equal to the lesser of
(X) charges related to mergers, acquisitions and
other restructuring occurring during the period
beginning on January 1, 1998 and ending on September
30, 1998 (the "Restructuring Period") plus losses
caused by the discontinuation of operations during
the Restructuring Period (such charges and losses
referred to herein as the "Restructuring Costs") or
(Y) $13,800,000;
(ii) For the fiscal quarter ending on
December 31, 1998, an amount equal to the lesser of
(X) Restructuring Costs incurred during such quarter
or (Y) $1,650,000;
(iii) For the fiscal quarter ending on March
31, 1999, an amount equal to the lesser of (X)
Restructuring Costs incurred during such quarter or
(Y) $1,000,000."
(iv) For any other fiscal quarter, $0."
"Inventory. With respect to the Borrower or any of
its Subsidiaries, finished goods, work in progress and raw
materials and component parts inventory owned by the
Borrower or such Subsidiary and recorded as such in
accordance with GAAP."
"Material International Subsidiaries" G.L.M.
Tanks & Equipment Ltd. and any other International
Subsidiary with annual historical or projected gross revenues
in excess of $4,000,000."
"Pricing Table
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APPLICABLE APPLICABLE BASE APPLICABLE APPLICABLE
PRICING RATIO EURODOLLAR RATE MARGIN L/C MARGIN COMMITMENT RATE
MARGIN (PER ANNUM) (PER ANNUM) (PER ANNUM)
(PER ANNUM)
------------------------ --------------------- ----------------- ----------------- --------------------
Less than 2.50:1 1.50% 0.00% 1.50% 0.375%
------------------------ --------------------- ----------------- ----------------- --------------------
Greater than or equal 1.75% 0.00% 1.75% 0.375%
to 2.50:1 but less
than 3.00:1
------------------------ --------------------- ----------------- ----------------- --------------------
Greater than or equal 2.00% 0.25% 2.00% 0.375%
to 3.00:1 but less
than 3.50:1
------------------------ --------------------- ----------------- ----------------- --------------------
Greater than or equal 2.25% 0.50% 2.25% 0.500%
to 3.50:1 but less
than 4.00:1
------------------------ --------------------- ----------------- ----------------- --------------------
Greater than or equal 2.50% 0.75% 2.50% 0.500%
to 4.00:1
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Any change in the applicable margin shall become effective on the first
day after receipt by the Banks of financial statements delivered
pursuant to ss.6.4(a) or (b) which indicate a change in the Pricing
Ratio. If at any time such financial statements are not delivered
within the time periods specified in ss.6.4(a) or (b), the applicable
margin shall be the highest rate set forth in the respective column of
the Pricing Table, subject to adjustment upon actual receipt of such
financial statements. Notwithstanding anything herein to the contrary,
the Applicable Eurodollar Margin, the Applicable Base Rate Margin, the
Applicable L/C Margin and the Applicable Commitment Rate shall be,
respectively, 2.50%, 0.75%, 2.50% and 0.50% until the receipt of the
Compliance Certificate and the financial statements required pursuant
to ss.6.4(b) and (c) of the Credit Agreement with respect to the period
ending on June 30, 1999."
(b) The definition of "Distribution" in the Credit
Agreement is hereby amended by deleting the text "(other than dividends
or other distributions payable solely in shares of common stock,
partnership interests or membership units of such Person, as the case
may be)" therefrom.
SECTION 1.2 AMENDMENT TO SECTION 2.1 OF THE CREDIT AGREEMENT.
(a) The Total Commitment is hereby reduced pursuant to ss.2.2
of the Credit Agreement to $145,000,000 and the dollar figure "$175,000,000" in
the first sentence of ss.2.1 of the Credit Agreement is hereby replaced with the
dollar figure "$145,000,000".
(b) As of December 31, 1999 the Total Commitment shall be
reduced to $135,000,000 and, unless previously reduced to a lower figure, the
dollar figure in the first sentence of ss.2.1 of the Credit Agreement shall be
replaced with the dollar figure "$135,000,000".
SECTION 1.3 AMENDMENT TO SECTION 6.4 OF THE CREDIT AGREEMENT.
(a) Section 6.4(a) of the Credit Agreement is hereby replaced
with the following new Section 6.4(a):
"(a) (i) as soon as practicable, but, in any event not
later than 45 days after the end of each fiscal year of the Borrower,
the management-prepared consolidated and consolidating balance sheets
of the Borrower and its Subsidiaries as at the end of such year and the
related unaudited consolidated and consolidating
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statements of operations, each setting forth in comparative form the
figures for the previous fiscal year, all such consolidated and
consolidating financial statements to be in reasonable detail with a
certification by the principal financial or accounting officer of the
Borrower (the "CFO") that the consolidated financial statements are
prepared in accordance with GAAP and fairly present the consolidated
financial condition of the Borrower and its Subsidiaries as at the
close of business on the date thereof and the results of operations
for the period then ended, and (ii) as soon as practicable, but, in
any event not later than 90 days after the end of each fiscal year of
the Borrower, the consolidated balance sheets of the Borrower and its
Subsidiaries as at the end of such year, statements of cash flows, and
the related consolidated statements of operations, each setting forth
in comparative form the figures for the previous fiscal year, all such
consolidated financial statements to be in reasonable detail, prepared
in accordance with GAAP and certified by the Accountants;"
(b) Section 6.4(b) of the Credit Agreement is hereby replaced
with the following new Section 6.4(b):
"(b) as soon as practicable, but in any event not later than
45 days after the end of each fiscal quarter of the Borrower ending on
or before September 30, 1998, and not later than 30 days after the end
of each fiscal month of the Borrower ending on or after October 31,
1998 (except for the fiscal months ending in December, in which case
the relevant due date shall be 45 days after the end of such month),
copies of the consolidated and consolidating balance sheets and
statement of operations of the Borrower and its Subsidiaries as at the
end of such quarter or such month, as applicable, subject to year end
adjustments, and, not later than 45 days after the end of each fiscal
quarter, the related statement of cash flows, all in reasonable detail
and prepared in accordance with GAAP, with a certification by the
principal financial or accounting officer of the Borrower (the "CFO")
that the consolidated financial statements are prepared in accordance
with GAAP and fairly present the consolidated financial condition of
the Borrower and its Subsidiaries as at the close of business on the
date thereof and the results of operations for the period then ended;"
SECTION 1.4 AMENDMENT TO SECTION 7.4 OF THE CREDIT AGREEMENT.
Section 7.4 of the Credit Agreement is hereby amended by replacing the text
beginning with the words "(g) the cash consideration to be paid by the Borrower
in connection with any acquisition" and ending with the words "(j) if such
acquisition is made by a merger, the Borrower shall be the surviving entity" in
the second sentence thereof with the following text:
"(g) the board of directors and (if required by applicable law) the
shareholders, or the equivalent thereof, of the business to be acquired
has approved such acquisition; (h) if such acquisition is made by a
merger, the Borrower shall be the surviving entity; and (i) the Agent
and the Majority Banks shall have approved of such acquisition in
writing".
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SECTION 1.5 AMENDMENT TO SECTION 7.6 OF THE CREDIT AGREEMENT.
Section 7.6 of the Credit Agreement is hereby replaced with the
following new Section 7.6:
"SECTION 7.6 NO DISTRIBUTIONS OR REDEMPTIONS. The
Borrower shall not, and shall not permit any Subsidiary to, make any
Distributions and neither the Borrower nor any Subsidiary shall
redeem, convert, retire or otherwise acquire shares of any class of
its capital stock, provided that any Subsidiary may make Distributions
to the Borrower. The Guarantors shall not effect or permit any change
in or amendment to any document or instrument pertaining to the terms
of the Guarantors' capital stock."
SECTION 1.6 AMENDMENT TO SECTION 8.1 OF THE CREDIT AGREEMENT.
Section 8.1 of the Credit Agreement is hereby replaced in its entirety
with the following new Section 8.1:
"SECTION 8.1 FUNDED DEBT TO CAPITALIZATION RATIO. The
Borrower shall not at any time permit the ratio of (a) Funded Debt to
(b) the sum of Funded Debt plus Net Worth to exceed 55%, provided that
such ratio may be equal to or less than 56% during the period
commencing on October 1, 1998 and ending on December 30, 1998."
SECTION 1.7 AMENDMENT TO SECTION 8.2 OF THE CREDIT AGREEMENT.
Section 8.2 of the Credit Agreement is hereby replaced in its entirety
with the following new Section 8.2:
"SECTION 8.2 LEVERAGE RATIO. As of the end of any fiscal
quarter of the Borrower commencing with the fiscal quarter ending
December 31, 1997 (except the fiscal quarter ending September 30,
1998), the ratio of (a) Funded Debt as at the end of such quarter to
(b) the sum of EBITDA plus EBITDA Adjustments for the period of four
(4) consecutive fiscal quarters ending on such date (the "Leverage
Ratio") shall not exceed the ratios set forth in the table below
opposite the period in which each such fiscal quarter ends:
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Period: Ratio:
--------------------------------------- --------------------------
Closing Date - June 30, 1998 3.00:1
--------------------------------------- --------------------------
July 1, 1998 - September 30, 1998 N/A
--------------------------------------- --------------------------
October 1, 1998 - June 30, 1999 4.25:1
--------------------------------------- --------------------------
July 1, 1999 - September 30, 1999 4.10:1
--------------------------------------- --------------------------
October 1, 1999 - September 30, 2000 3.75:1
--------------------------------------- --------------------------
October 1, 2000 and thereafter 3.25:1"
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SECTION 1.8 AMENDMENT TO SECTION 8.3 OF THE CREDIT AGREEMENT.
Section 8.3 of the Credit Agreement is hereby replaced in its entirety with the
following new Section 8.3:
"SECTION 8.3 INTEREST COVERAGE RATIO.
(a) As of the end of any fiscal quarter of the Borrower
commencing with the fiscal quarter ending December 31, 1997 and ending
with the fiscal quarter ending June 30, 1998, the ratio of (i) EBIT for
the period of four (4) consecutive fiscal quarters ending on such date
to (ii) Consolidated Total Interest Expense for such period shall not
be less than 3.25:1.00.
(b) As of the end of any fiscal quarter of the Borrower
commencing with the fiscal quarter ending December 31, 1998, the ratio
of (i) EBITDA plus EBITDA Adjustments for the period of four (4)
consecutive fiscal quarters ending on such date minus Capital
Expenditures for such period to (ii) Consolidated Total Interest
Expense for such period shall not be less than the ratios set forth in
the table below opposite the period in which such fiscal quarter ends:
--------------------------------------------------------------------
Period: Ratio:
--------------------------------------- -------------------------
October 1, 1998 - September 30, 1999 2.50:1
--------------------------------------- -------------------------
October 1, 1999 and thereafter 2.75:1"
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SECTION 1.9 AMENDMENT TO SECTION 8.4 OF THE CREDIT AGREEMENT. The
figure "1.40:1" in Section 8.4 of the Credit Agreement is hereby replaced with
the figure "1.75:1".
SECTION 1.10 AMENDMENT TO SECTION 8.5 OF THE CREDIT AGREEMENT. Clause
(c) in Section 8.5 of the Credit Agreement is replaced with the following new
clause (c):
"(c) 1.65% of reported quarterly sales for each fiscal quarter
thereafter"
SECTION 1.11 NEW SECTION 8.6 ADDED TO THE CREDIT AGREEMENT. The
following new Section ss.8.6 is added to the Credit Agreement:
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"SECTION 8.6 CONSOLIDATED NET INCOME. The Borrower shall not
permit Consolidated Net Income to be less than $1.00 during any fiscal
quarter ending on or after March 31, 1999. The Borrower shall not
permit Consolidated Net Deficit to be greater than $250,000 during the
fiscal quarter ending on December 31, 1998"
SECTION 1.12 NEW SECTION 8.7 ADDED TO THE CREDIT AGREEMENT. The
following new Section ss.8.7 is added to the Credit Agreement:
"SECTION 8.7 ACCOUNTS RECEIVABLE, COSTS AND EARNINGS IN EXCESS
OF XXXXXXXX ON UNCOMPLETED CONTRACTS AND INVENTORY TO REVOLVING CREDIT
LOANS OUTSTANDING LESS CASH. The Borrower shall not permit at any time
after December 14, 1998 the ratio of (i) the sum of the unpaid
portions of Accounts Receivable as determined in accordance with GAAP
plus "Costs and Earnings in Excess of Xxxxxxxx on Uncompleted
Contracts" as referred to in the Borrower's consolidated balance
sheets and as determined in accordance with GAAP plus the aggregate
value of Inventory as determined in accordance with GAAP to (ii) the
outstanding amount of Revolving Credit Loans (including the Swing Line
Loans) plus unpaid Reimbursement Obligations minus all unencumbered
cash of the Borrower or any of its Subsidiaries to be less than
1.00:1."
SECTION 1.13 NEW EXHIBIT D AND SCHEDULE 2. Exhibit D to the Credit
Agreement is replaced with Exhibit D attached hereto. Schedule 2 to the Credit
Agreement is replaced with Schedule 2 attached hereto.
SECTION 2. AMENDMENT FEES. The Borrower hereby agrees to pay to the
Agent for the account of each Bank party hereto an amount equal to 0.175% of the
Commitment of such Bank as such Commitment has been reduced as of the date
hereof (such amounts referred to herein as the "Amendment Fees").
SECTION 3. PLEDGE OF INTERNATIONAL STOCK. The Borrower and the
Guarantors hereby agree to pledge 65% of the stock of each Material
International Subsidiary to the Agent for the benefit of the Banks and the Agent
within 45 days after the date hereof in the case of G.L.M. Tanks & Equipment
Ltd. and within 60 days after the date hereof in the case of each of the other
Material International Subsidiaries. Such pledge shall be pursuant to pledge
agreements in form and substance satisfactory to the Agent.
SECTION 4. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective on the date on which the following conditions shall have been
satisfied:
4.1 LOAN DOCUMENTS. Each of this Amendment and all related
documents shall have been duly executed and delivered by the respective
parties thereto, shall be in full force and effect and shall be in form
and substance satisfactory to the Agent.
4.2 CORPORATE ACTION. All corporate action necessary for the
valid execution, delivery and performance by the Borrower and each
Guarantor of
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this Amendment and each of the related documents to which it is or is
to become a party shall have been duly and effectively taken, and
evidence thereof satisfactory to the Agent shall have been provided to
the Agent.
4.3 REAL ESTATE DOCUMENTS RELATED TO JOINDER AGREEMENT.
Evidence of the filing of certificates with the relevant real estate
records showing (a) the merger of Trusco Tank, Inc. into ITEQ Storage
Systems, Inc., (b) the merger of Xxxxxx Tank International, Inc. into
Xxxxxx Manufacturing Co., Inc. and (c) the new name of ITEQ Storage
Systems, Inc. shall have been delivered to the Agent.
4.4 PROCEEDINGS AND DOCUMENTS. All proceedings in connection
with the transactions contemplated by this Amendment and all other
documents incident hereto shall be reasonably satisfactory in substance
and in form to the Banks and to the Agent.
SECTION 5. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to the Banks and the Agent as follows:
(a) REPRESENTATIONS AND WARRANTIES IN CREDIT AGREEMENT.
Each of the representations and warranties of the Borrower contained
in the Credit Agreement as amended hereby or in any document or
instrument delivered pursuant to or in connection with the Credit
Agreement as amended hereby are true as of the date hereof (except to
the extent of changes resulting from transactions contemplated or
permitted by the Credit Agreement and changes occurring in the
ordinary course of business which singly or in the aggregate are not
materially adverse, or to the extent that such representations and
warranties relate solely and expressly to an earlier date) and, taking
into account this Amendment, no Default or Event of Default has
occurred and is continuing.
(B) AUTHORITY, NO CONFLICTS, ETC. The execution,
delivery and performance of this Amendment and the transactions
contemplated hereby (i) are within the corporate authority of the
Borrower and the Guarantors, (ii) have been duly authorized by all
necessary corporate proceedings, (iii) do not conflict with or result
in any material breach or contravention of any provision of law,
statute, rule or regulation to which the Borrower or any Guarantor is
subject or any judgment, order, writ, injunction, license or permit
applicable to the Borrower or Guarantors so as to materially adversely
affect the assets, business or any activity of the Borrower or
Guarantors, and (iv) do not conflict with any provision of the
corporate charter or bylaws of the Borrower or Guarantors or any
agreement or other instrument binding upon them. The execution,
delivery and performance of this Amendment will result in valid and
legally binding obligations of the Borrower and Guarantors enforceable
against each in accordance with the respective terms and provisions
hereof.
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SECTION 5. RATIFICATION, ETC. Except as expressly amended hereby,
the Credit Agreement, the other Loan Documents and all documents, instruments
and agreements related thereto are hereby ratified and confirmed in all respects
and shall continue in full force and effect. This Amendment and the Credit
Agreement shall hereafter be read and construed together as a single document,
and all references in the Credit Agreement, any other Loan Document or any
agreement or instrument related to the Credit Agreement shall hereafter refer to
the Credit Agreement as amended by this Amendment.
SECTION 6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, which together shall constitute one instrument.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE A CONTRACT UNDER
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, SHALL FOR ALL PURPOSES BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF SAID
JURISDICTION, WITHOUT REFERENCE TO CONFLICTS OF LAW, AND IS INTENDED TO TAKE
EFFECT AS A SEALED INSTRUMENT.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
an instrument under seal to be effective as of the date first above written.
THE BORROWER:
ITEQ, INC.
By: /s/ Xxxxxxxx X. XxXxxx
------------------------------------
Xxxxxxxx X. XxXxxx
Chief Financial Officer
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THE GUARANTORS:
ITEQ MANAGEMENT COMPANY
EXELL, INC. (a Delaware corporation which is successor by
merger to EXELL, INC., a Texas corporation)
ITEQ TANK SERVICES, INC. (successor by merger to HMT TANK
SERVICE, INC.)
RELIABLE STEEL, INC.
AIR-CURE DYNAMICS, INC.
AMEREX INDUSTRIES, INC.
XXXXXXXX, INC.
INTEREL ENVIRONMENTAL TECHNOLOGIES, INC.
ALLIED INDUSTRIES, INC.
ITEQ CONSTRUCTION SERVICES, INC.
(f/k/a HMT CONSTRUCTION SERVICES, INC.)
ITEQ INTELLECTUAL PROPERTIES, INC. (f/k/a AIX INTELLECTUAL
PROPERTIES, INC.)
ITEQ INVESTMENTS, INC. (f/k/a ASTROTECH INVESTMENTS, INC.)
TEXOMA TANK COMPANY, INC.
ITEQ STORAGE SYSTEMS, INC. (f/k/a XXXXX-MINNEAPOLIS TANK &
FABRICATING CO., successor by merger to HMT, INC., HMT
SENTRY SYSTEMS, INC. and TRUSCO TANK, INC.)
XXXXXX MANUFACTURING CO., INC. (f/k/a XXXXXX HOLDING
COMPANY, successor by merger to XXXXXX TANK & MFG. CO.,
INC., XXXXXX TANK INTERNATIONAL, INC., XXXXXX POWER, INC.,
and XXXXXX TANK & VESSEL, INC.)
By: /s/ Xxxxxxxx X. XxXxxx
------------------------------------
Xxxxxxxx X. XxXxxx
Chief Financial Officer
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Trusco Tank, Inc. hereby separately joins in the above Amendment for the purpose
of consenting thereto and being bound thereby during the period during which its
merger into ITEQ Storage Systems, Inc. is not yet effective. Trusco Tank, Inc.
hereby acknowledges that its obligations under this Amendment shall pass to ITEQ
Storage Systems, Inc. after the effectiveness of such merger.
TRUSCO TANK, INC.
By: /s/ Xxxxxxxx X. XxXxxx
------------------------------------
Xxxxxxxx X. XxXxxx
Chief Financial Officer
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THE LENDERS:
BANKBOSTON, N.A.,
individually and as Agent
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxx, Director
DEUTSCHE BANK AG,
individually and as Documentation Agent
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
BANK OF SCOTLAND
By: /s/ Xxxxx Xxxx Tat
---------------------------------------
Name: Xxxxx Xxxx Tat
Title: Senior Vice President
BANK ONE, TEXAS, N.A.
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
00
XXXXXXX (x/x/x Xxxxxx Xxxxxxx)
By: /s/ Xxxxx Xxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
COMERICA BANK
By: /s/ Xxxxxxxx X. Xxxxxxxxx, III
---------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx, III
Title: Vice President
THE FUJI BANK, LIMITED, HOUSTON AGENCY
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President and Manager
HIBERNIA NATIONAL BANK
By: /s/ Xxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Portfolio Manager
NATIONSBANK, N.A. (successor by merger
to NationsBank of Texas, N.A.)
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ A. Xxxxx Xxxxxxxxx
---------------------------------------
Name: A. Xxxxx Xxxxxxxxx
Title: Vice President
CHASE BANK TEXAS, NATIONAL ASSOCIATION
(f/k/a Texas Commerce Bank, N.A.)
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
