EXHIBIT H(4)
FIRST AMENDMENT, CONSENT AND WAIVER
FIRST AMENDMENT, CONSENT AND WAIVER (this "Amendment"), dated as
of March 10, 2000, among the separate mutual fund portfolios party to the Credit
Agreement referred to below (the "Borrowers"), the lending institutions from
time to time party to the Credit Agreement (the "Banks"), THE BANK OF NEW YORK,
as Documentation Agent, MELLON BANK N.A. and CITIBANK N.A., as Co-Syndication
Agents, STATE STREET BANK AND TRUST COMPANY, as Operations Agent, and DEUTSCHE
BANK AG, NEW YORK BRANCH, as Administrative Agent (together with the
Documentation Agent and the Operations Agent, the "Agents"). All capitalized
terms used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrowers, the Banks and the Agents are parties to
a Credit Agreement, dated as of March 11, 1999 (the "Credit Agreement");
WHEREAS, the Borrower has requested the consent of the Banks to
the addition of the Prudential Tax Managed Funds, the 20/20 Focus Portfolio and
the Diversified Conservative Growth Portfolio (each a series of Prudential
Series Fund Inc.) and the Prudential Xxxxxxxx International Growth Fund (a
series of Prudential World Fund, Inc.) (each an "Additional Borrower" and
collectively, the "Additional Borrowers") as Borrowers under the Credit
Agreement, and the Banks party hereto are willing to grant such consent on the
terms and subject to the conditions set forth herein; and
WHEREAS, subject to and on the terms and conditions set forth in
this Amendment, the parties hereto wish to amend the Credit Agreement as herein
provided and the Banks have agreed to grant the waivers and consents as herein
provided;
NOW, THEREFORE, it is agreed:
1. Section 1.13 of the Credit Agreement is hereby amended
by deleting clauses (a), (b) and (c) of said Section in their entirety and
inserting the following new clauses in lieu thereof:
"(a) (i) any Bank that fails to so notify the Borrowers and the
Operations Agent shall be deemed to have elected not to grant such extension as
to itself and (ii) any extension of the Expiry Date pursuant to this Section
1.13 shall be effective on the Requested Extension Effective Date only as to
those Banks (the "Extending Banks") (and their respective Commitments) which
have consented to such extension pursuant to such Extension Request. The Expiry
Date for each Bank which does not consent to such extension pursuant to such
Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in
effect immediately before giving effect to such Extension Request. No Bank shall
be under any obligation whatsoever to consent to an Extension Request and may
refuse to extend the Expiry Date as to itself in its sole
-1-
and absolute discretion. The Operations Agent shall notify the Borrowers and
each Bank of the effectiveness of any such extension.
(b) The Commitment of each Non-Extending Bank shall
terminate permanently and irrevocably on the Expiry Date in effect for such Bank
before giving effect to any extension of such Expiry Date pursuant to an
Extension Request to which such Bank has not consented, and the Borrower shall
pay to each Non-Extending Bank an amount equal to all Obligations then owing to
such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be
a "Bank" hereunder (except with respect to its rights under Sections 2.01, 3.04
and 12.01 and any provision of this Agreement which by its terms survives the
termination of this Agreement, and its obligations under Section 12.16);
provided that, the Borrowers may at their option (i) allocate all or any portion
of the Commitment of any Non-Extending Bank to any Extending Bank or Extending
Banks which agree, in their sole and absolute discretion, to accept such
allocation and/or (ii) permit any Eligible Transferee reasonably acceptable to
the Agents that is not a party to this Agreement, to assume all or a portion of
such Non-Extending Bank's Commitment, in each case pursuant to one or more
Assignment and Assumption Agreements to be executed and effected in accordance
with Section 12.04(b). Upon (A) the execution of such Assignment and Assumption
Agreement (or on such date specified in such Assignment and Assumption
Agreement, which date shall not be later than the Expiry Date as in effect for
such Non-Extending Bank), (B) the payment to such Non-Extending Banks of all
amounts of principal, interest, fees and other amounts payable to such
Non-Extending Banks hereunder and (C) the delivery of each such Assignment and
Assumption Agreement to the Operations Agent, (i) the entire Commitment of such
Non-Extending Bank(s) shall terminate and such Non-Extending Bank(s) shall cease
to be a "Bank" and shall cease to have any rights or obligations hereunder
(other than (x) its rights under Sections 2.01, 3.04 and 12.01 and any provision
of this Agreement which by its terms survives the termination of this Agreement
and (y) its obligations under Section 12.16) and (ii) each Extending Bank and/or
new Bank which is being allocated a portion of such Non-Extending Bank(s)
commitment(s) shall succeed to such rights and obligations of the Non-Extending
Bank to the extent of the Commitment or Loans of the Non-Extending Bank
allocated to such Extending Bank and/or new Bank (except that the Expiry Date
applicable to such commitments assigned to such Extending Bank and/or new Bank
shall be the Expiry Date applicable to Extending Banks pursuant to Section
1.13(a)(ii) above); provided, however, that the Commitment of each Non-Extending
Bank shall in any event terminate on the Expiry Date applicable to such
Non-Extending Bank. Notwithstanding anything to the contrary contained in this
Agreement, Schedule II shall be deemed amended without the consent of any Bank
(other than a new Bank to the extent provided herein) to reflect the new
Commitments of each Extending Bank and/or new Bank pursuant to this Section
1.13(b)."
2. Section 2.01 (a) of the Credit Agreement is hereby
amended by replacing the reference to "0.065% appearing therein with a reference
to "0.08%."
3. Section 6.09 of the Credit Agreement is hereby amended
by deleting Section (a) in its entirety and inserting the following in lieu
thereof:
(a) Other than with respect to any ERISA Affiliate of the
Prudential Series Fund. Inc., neither such Borrower nor any ERISA
Affiliate of such Borrower (other than
-2-
the Investment Advisor) has ever maintained or contributed to or been
obligated to contribute to any "employee benefit plan" (as defined in
Section 3(3) of ERISA). Schedule VI sets forth each Plan; each Plan (and
each related trust, insurance contract or fund) is in substantial
compliance with its terms and with all applicable laws, including
without limitation ERISA and the Code; each Plan (and each related
trust, if any) which is intended to be qualified under Section 401 (a)
of the Code has received a determination letter from the Internal
Revenue Service to the effect that it meets the requirements of Sections
401(a) and 501(a) of the Code; no Reportable Event has occurred; no Plan
is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA); no
Plan has an accumulated funding deficiency, within the meaning of such
sections of the Code or ERISA, or has applied for or received a waiver
of an accumulated funding deficiency or an extension of any amortization
period, within the meaning of Section 412 of the Code or Section 303 or
304 of ERISA; all contributions required to be made with respect to a
Plan have been timely made or have been properly accrued on the balance
sheet of such Borrower or any ERISA Affiliate of such Borrower; such
Borrower has not incurred any material liability to or on account of a
Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of
the Code or expects to incur any such liability under any of the
foregoing sections with respect to any Plan; no condition exists which
presents a material risk to such Borrower of incurring a liability to or
on account of a Plan pursuant to the foregoing provisions of ERISA and
the Code; no proceedings have been instituted to terminate or appoint a
trustee to administer any Plan; no action, suit, proceeding, hearing,
audit or investigation with respect to the administration, operation or
the investment of assets of any Plan (other than routine claims for
benefits) is pending, expected or threatened, which action, suit,
proceeding, hearing, audit or investigation has resulted in any material
liability, or could reasonably be expected to result in any material
liability, to such Borrower; no lien imposed under the Code or ERISA on
the assets of such Borrower or any ERISA Affiliate of such Borrower
exists or is likely to arise on account of any Plan.
4. Section 7.01 of the Credit Agreement is hereby amended
by deleting Section (d) in its entirety and inserting the following in lieu
thereof:
(d) ERISA Reports. As soon as possible and, in any event,
within twenty (20) days after such Borrower, or any ERISA Affiliate of
such Borrower knows or has reason to know of the occurrence of any of
the following, such Borrower will deliver to each of the Banks a
certificate of an executive officer of such Borrower setting forth the
full details as to such occurrence and the action, if any, that such
Borrower or the ERISA Affiliate of such Borrower are required or propose
to take, together with any notices required or proposed to be given or
filed by such Borrower, a Defined Contribution Plan participant or the
Defined Contribution Plan administrator with respect thereto: that a
Reportable Event has occurred (except to the extent that such Borrower
has previously delivered to the Banks a certificate and notices (if any)
concerning such event pursuant to the next clause hereof); that a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a
Plan is subject to the advance reporting requirement of PBGC Regulation
Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an
event described in subsection .62, .63, .64, .65, .66, .67 or .68 of
PBGC Regulation Section 4043 is
-3-
reasonably expected to occur with respect to such Plan within the
following 30 days; that an accumulated funding deficiency, within the
meaning of Section 412 of the Code or Section 302 of ERISA, has been
incurred or an application may be or has been made for a waiver or
modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under
Section 412 of the Code or Section 303 or 304 of ERISA with respect to a
Plan; that any contribution required to be made with respect to a Plan
or Defined Contribution Plan has not been timely made; that a Plan has
been or may be terminated, reorganized, partitioned or declared
insolvent under Title IV of ERISA; that proceedings may be or have been
instituted to terminate or appoint a trustee to administer a Plan; that
a proceeding has been instituted pursuant to Section 515 of ERISA to
collect a delinquent contribution to a Plan; or that such Borrower will
or may incur any material liability to or on account of the termination
of or withdrawal from a Plan under Section 4062, 4063, 4064, 4069, 4201,
4204 or 4212 of ERISA or with respect to a Plan or Defined Contribution
Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section
409, 502(i) or 502(l) of ERISA. Such Borrower will deliver to each of
the Banks copies of any records, documents or other information that
must be furnished to the PBGC with respect to any Plan pursuant to
Section 4010 of ERISA. In addition to any certificates or notices
delivered to the Banks pursuant to the first sentence hereof, copies of
any records, documents or other information required to be furnished to
the PBGC or any other government agency, and any material notices
received by such Borrower or any ERISA Affiliate of such Borrower with
respect to any Plan shall be delivered to the Banks no later than twenty
(20) days after the date such records, documents and/or information has
been furnished to the PBGC or any other government agency or such notice
has been received by such Borrower or the ERISA Affiliate of such
Borrower, as applicable.
5. Section 8.07 of the Credit Agreement is hereby amended
by deleting Section 8.07 in its entirety and inserting the following in lieu
thereof:
8.07 ERISA. Such Borrower will not, or will not permit any
ERISA Affiliate of such Borrower (other than the Investment Advisor or
any ERISA Affiliate of the Prudential Series Fund, Inc.) to maintain or
contribute to or become obligated to contribute to any "employee benefit
plan" (as defined in Section 3(3) of ERISA).
6. Section 9 of the Credit Agreement is hereby amended by
inserting the following Section 9.09 at the end thereof:
9.09 ERISA. (a) Any Plan shall fail to satisfy the minimum
funding standard required for any plan year or part thereof under
Section 412 of the Code or Section 302 of ERISA or a waiver of such
standard or extension of any amortization period is sought or granted
under Section 412 of the Code or Section 303 or 304 of ERISA; a
Reportable Event shall have occurred; a contributing sponsor (as defined
in Section 4001(a)(13) of ERISA) of a Plan shall be subject to the
advance reporting requirement of PBGC Regulation Section 4043.61
(without regard to subparagraph (b)(1) thereof) and an event described
in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation
Section 4043 shall be reasonably expected to occur with respect to such
Plan
-4-
within the following 30 days; any Plan shall have had or is likely to
have a trustee appointed to administer such Plan; any Plan shall have
been or is likely to be terminated or to be the subject of termination
proceedings under ERISA; a contribution required to be made with respect
to a Plan has not been timely made; such Borrower or any ERISA Affiliate
of such Borrower has incurred or is likely to incur any liability to or
on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or
4975 of the Code or a "default", within the meaning of Section
4219(c)(5) of ERISA, shall occur with respect to any Plan; (b) there
shall result from any such event or events the imposition of a lien
against such Borrower, the granting of a security interest against such
Borrower, or a liability or a material risk of incurring a liability
with respect to such Borrower; and (c) such lien, security interest or
liability, individually, and/or in the aggregate, in the opinion of the
Required Banks, has had, or could reasonably be expected to have, a
material adverse effect upon the business, operations, condition
(financial or otherwise) or prospects of such Borrower.
7. Section 10.01 of the Credit Agreement is hereby amended
by (i) replacing the reference to "0.375%" appearing in the definition of
"Applicable Margin" with a reference to "0.50%", (ii) replacing the reference to
"$50,000,000" appearing in the definition of "Maximum Swingline Amount" with a
reference to "$100,000,000", (iii) deleting the definition of "Expiry Date"
appearing therein in its entirety and (iv) inserting the following new
definitions in appropriate alphabetical order:
"Expiry Date" shall mean, subject to the provisions of the
second sentence of Section 9 of the First Amendment, March 9, 2001, or
such later date to which the same may be extended from time to time in
accordance with the provisions of Section 1.13 of this Agreement.
"Extending Bank" shall have the meaning provided in Section
1.13.
"First Amendment" shall mean the First Amendment, Consent and
Waiver to this Agreement, dated as of March 10, 2000.
"Non-Extending Bank" shall have the meaning provided in Section
1.13.
"PBGC" shall mean the Pension Benefit Guaranty Corporation.
"Plan" shall mean any pension plan as defined in Section 3(2) of
ERISA which is subject to Title IV of ERISA and/or Section 412 of the
Code and which is maintained or contributed to by (or to which there is
an obligation to contribute of) any ERISA Affiliate of the Prudential
Series Fund, Inc., and each such plan for the five year period
immediately following the latest date on which such ERISA Affiliate
maintained, contributed to or had an obligation to contribute to such
plan.
-5-
"Reportable Event" shall mean an event described in Section
4043(c) of ERISA with respect to a Plan as to which the notice
requirement has not been waived by the PBGC.
8. The Banks hereby waive any Default or Event of Default
which may exist prior to giving effect to this Amendment as a result of any
participation in, maintenance of, or contribution to any "employee benefit plan"
(as defined in Section 3(3) of ERISA) by any of those Borrowers listed on
Schedule I of the Credit Agreement as portfolios of Prudential Series Fund,
Inc., provided that such waiver shall only be effective to the extent that any
such participation in, maintenance of, or contribution to such "employee benefit
plan" would not have constituted a Default or Event of Default had the
amendments set forth in Sections 3 through 7, inclusive, of this Amendment been
in effect at the time of such participation in, maintenance of or contribution
to such "employee benefit plan."
9. In order to induce the Banks and the Agents to enter
into this Amendment, each of the Borrowers hereby represents and warrants that
(a) no Default or Event of Default exists as of the date hereof after giving
effect to this Amendment and (b) as of the date hereof, after giving effect to
this Amendment, all representations and warranties of such Borrower contained in
the Credit Agreement are true and correct in all material respects.
Notwithstanding anything herein or in the Credit Agreement to the contrary, each
party to this Amendment hereby agrees that (i) Credit Lyonnais, New York Branch
does not agree, and shall not, regardless of its execution hereof, be deemed to
have agreed, to the extension of the "Expiry Date" effected pursuant to Section
7 of this Amendment, (ii) both before and after giving effect to this Amendment,
the "Expiry Date" with respect to Credit Lyonnais, New York Branch shall
continue to be March 10, 2000 and (iii), upon the occurrence of such date,
Credit Lyonnais, New York Branch shall be deemed to be a Non-Extending Bank
pursuant to Section 1.13 of the Credit Agreement (as amended hereby), with all
of the rights of a Non-Extending Bank thereunder.
10. This Amendment is limited precisely as written and shall
not be deemed to be an amendment, consent, waiver or modification of any other
term or condition of the Credit Agreement, any other Credit Document or any of
the instruments or agreements referred to therein, or prejudice any right or
rights which the Banks, the Agents or any of them may now have or may have in
the future under or in connection with the Credit Agreement, any other Credit
Document or any of the instruments or agreements referred to therein. On and
after the Amendment Effective Date (as defined below), all references to the
Credit Agreement in any Credit Document shall be deemed to be references to the
Credit Agreement as amended hereby.
11. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrowers and the Agents.
12. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
THEREOF.
-6-
13. This Amendment shall become effective on the date (the
"Amendment Effective Date") when the Borrowers and the Required Banks shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered (including by way of facsimile transmission) the same to
White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000; Attention:
May Xxx-Xxxxxxx; facsimile number 212/354-8113.
* * * *
-7-
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered on its behalf of
as of the date first above written.
Address:
000 Xxxxxxxx Xxxxxx, Xxxxxxx Center 3 AUTHORIZED OFFICER, on behalf of
Xxxxxx, Xxx Xxxxxx 00000-0000 each Borrower
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxx Xxxxxx By /s/ Xxxxx Xxxxxx
------------------------------
Name: Xxxxx Xxxxxx
Title: Treasurer
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered on its behalf of
as of the date first above written.
Address:
000 Xxxxxxxx Xxxxxx, Xxxxxxx Center 3 AUTHORIZED OFFICER, on behalf of
Xxxxxx, Xxx Xxxxxx 00000-0000 each Borrower
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxx Xxxxxx By
------------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent
By /s/ Xxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx
Title: Assistant Vice President
By /s/ Xxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Director
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By /s/ Xxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx
Title: Assistant Vice President
By /s/ Xxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Director
STATE STREET BANK AND TRUST COMPANY,
Individually and as Operations
Agent
By /s/ Xxxx Xxxxx Xxxxxxxxx
------------------------------
Name: XXXX XXXXX XXXXXXXXX
Title: VICE PRESIDENT
THE BANK OF NEW YORK, Individually
and as Documentation Agent
By
------------------------------
Name:
Title:
CITIBANK, N.A., Individually and
as Co-Syndication Agent
By
------------------------------
Name:
Title:
MELLON BANK N.A., Individually and
as Co-Syndication Agent
By
------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By
------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
Individually and as Operations
Agent
By
------------------------------
Name:
Title:
THE BANK OF NEW YORK, Individually
and as Documentation Agent
By /s/ Xxxxx X. Xxxxxxxxx
------------------------------
Name: XXXXX X. XXXXXXXXX
Title: V.P.
CITIBANK, N.A., Individually and
as Co-Syndication Agent
By
------------------------------
Name:
Title:
MELLON BANK N.A., Individually and
as Co-Syndication Agent
By
------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By
------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
Individually and as Operations
Agent
By
------------------------------
Name:
Title:
THE BANK OF NEW YORK, Individually
and as Documentation Agent
By
------------------------------
Name:
Title:
CITIBANK, N.A., Individually and
as Co-Syndication Agent
By /s/ Xxxxx Xxxxxxx
------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
MELLON BANK N.A., Individually and
as Co-Syndication Agent
By
------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By
------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
Individually and as Operations
Agent
By
------------------------------
Name:
Title:
THE BANK OF NEW YORK, Individually
and as Documentation Agent
By
------------------------------
Name:
Title:
CITIBANK, N.A., Individually and
as Co-Syndication Agent
By
------------------------------
Name:
Title:
MELLON BANK N.A., Individually and
as Co-Syndication Agent
By /s/ Xxxx X. Xxxxxx
------------------------------
Name: XXXX X. XXXXXX
Title: VICE PRESIDENT
THE BANK OF NOVA SCOTIA
By
------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
Individually and as Operations
Agent
By
------------------------------
Name:
Title:
THE BANK OF NEW YORK, Individually
and as Documentation Agent
By
------------------------------
Name:
Title:
CITIBANK, N.A., Individually and
as Co-Syndication Agent
By
------------------------------
Name:
Title:
MELLON BANK N.A., Individually and
as Co-Syndication Agent
By
------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
BANQUE NATIONALE DE PARIS
By /s/ Xxxxxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxxxxx X. Xxxxx
Title: Assistant Vice President
By /s/ Laurent Vanderzyppe
------------------------------
Name: Laurent Vanderzyppe
Title: Vice President
CREDIT LYONNAIS, NEW YORK BRANCH
By
------------------------------
Name:
Title:
DEN DANSKE BANK
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
SOCIETE GENERALE
By
------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
CREDIT LYONNAIS, NEW YORK BRANCH
By /s/ Xxxxxxxxx Xxxxx
------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Senior Vice President
DEN DANSKE BANK
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
SOCIETE GENERALE
By
------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
CREDIT LYONNAIS, NEW YORK BRANCH
By
------------------------------
Name:
Title:
DEN DANSKE BANK
By /s/ Xxxxxx Xxxxxxxxxx
------------------------------
Name: XXXXXX XXXXXXXXXX
Title: ASSISTANT VICE PRESIDENT
By /s/ Xxxx X. X'Xxxxx
------------------------------
Name: XXXX X. X'XXXXX
Title: VICE PRESIDENT
SOCIETE GENERALE
By
------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
CREDIT LYONNAIS, NEW YORK BRANCH
By
------------------------------
Name:
Title:
DEN DANSKE BANK
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
SOCIETE GENERALE
By /s/ Xxxxxx Xxxxx Xxxxxx
------------------------------
Name: XXXXXX XXXXX XXXXXX
Title: VICE PRESIDENT
