Exhibit 10.1
SEVENTH AMENDMENT TO THE 3 YEAR CREDIT AGREEMENT
TENTH AMENDMENT TO THE 364 DAY CREDIT AGREEMENT
SEVENTH AMENDMENT, dated as of August 14, 1998, among RJR
NABISCO HOLDINGS CORP., a Delaware corporation ("Holdings"), RJR NABISCO, INC.,
a Delaware corporation (the "Borrower"), and the lending institutions party to
the 3 Year Credit Agreement referred to below and TENTH AMENDMENT, dated as of
August 14, 1998, among Holdings, the Borrower and the lending institutions party
to the 364 Day Credit Agreement referred to below (collectively, the
"Amendment"). All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided such terms in the respective Credit
Agreements (as defined below).
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower and various lending
institutions (the "3 Year Banks") are parties to a Credit Agreement, dated as of
April 28, 1995, with respect to initial Commitments aggregating $2,750,000,000
on such date (as in effect on the date hereof, the "3 Year Credit Agreement");
WHEREAS, Holdings, the Borrower and various lending
institutions (the "364 Day Banks" and, together with the 3 Year Banks, the
"Banks") are parties to a Credit Agreement, dated as of April 28, 1995, with
respect to initial Commitments aggregating $750,000,000 on such date (as in
effect on the date hereof, the "364 Day Credit Agreement" and, together with the
3 Year Credit Agreement, the "Credit Agreements");
WHEREAS, Holdings, the Borrower and the 3 Year Banks wish to
enter into the agreements with respect to the 3 Year Credit Agreement as herein
provided; and
WHEREAS, Holdings, the Borrower and the 364 Day Banks wish to
enter into the agreements with respect to the 364 Day Credit Agreement as herein
provided;
NOW, THEREFORE, it is agreed:
I. Amendments to the 3 Year Credit Agreement.
1. Section 8.05(vi) of the 3 Year Credit Agreement is hereby
amended by inserting the text ", the Permitted Series B Redemption and the
Permitted TOPrS Redemption" immediately after the text "Exchange Offer"
appearing in said Section.
2. The definition of "Consolidated Net Worth" appearing in
Section 10 of the 3 Year Credit Agreement is hereby amended by deleting the text
"the minority interests attributable to" appearing in said definition and
inserting the text "the balance sheet valuation of the" in lieu thereof.
3. The definition of "Cumulative Adjusted Cash Net Income"
appearing in Section 10 of the 3 Year Credit Agreement is hereby amended by
inserting the following text at the end of said definition:
"plus (v) the amount of all charges (determined on an
after-tax basis) taken by Holdings and its Subsidiaries to
account for expenses accrued by Holdings and its Subsidiaries
pursuant to the settlement agreements referred to in clauses
(v), (vi), (viii) and (ix) of the definition of "Adjusted
Operating Income", to the extent (and only to the extent) that
(I) the aggregate amount of such charges taken by Holdings and
its Subsidiaries (as determined on an after-tax basis) does
not exceed $514,000,000 and (ii) such charges are deducted in
any determination of Cumulative Adjusted Cash Net Income".
4. The definition of "Grantor Trust" appearing in Section 10
of the 3 Year Credit Agreement is hereby amended by (i) inserting the text "I"
immediately following the phrase "Grantor Trust" in the first and third place
such phrase appears in said definition and (ii) inserting the text "Exchange
Offer" immediately after the word "Permitted" in the first place such word
appears in said definition.
5. The definition of "Grantor Trust Interest" appearing in
Section 10 of the 3 Year Credit Agreement is hereby amended by deleting the word
"the" appearing immediately prior to the word "Grantor" in said definition and
inserting the word "any" in lieu thereof.
6. The definition of "Permitted Grantor Trust Subordinated
Debt" appearing in Section 10 of the 3 Year Credit Agreement is hereby amended
by (i) inserting the text "Exchange Offer" immediately after the text
`"Permitted' appearing in said definition and (ii) deleting the text "after the
Permitted Series B Exchange Offer issued to the Grantor Trust" and inserting the
text "immediately after giving effect to the Permitted Series B Exchange Offer
and issued to Grantor Trust I".
7. The definition of "Subsidiary" appearing in Section 10 of
the 3 Year Credit Agreement is hereby amended by deleting the word "the"
appearing immediately prior to the word "Grantor" in said definition and
inserting the word "each" in lieu thereof.
8. Section 10 of the 3 Year Credit Agreement is hereby further
amended by inserting the following new definitions in said Section in
appropriate alphabetical order:
"Grantor Trust II" shall mean one or more Persons, each of
which may be a grantor trust or any other trust entity (but shall not be
Holdings or any Subsidiary of Holdings that is a member of the Nabisco Group) to
whom the Permitted Series B Redemption Grantor Trust Subordinated Debt is issued
in connection with the Permitted Series B Redemption, it being understood and
agreed that the organizational documents of Grantor Trust II shall be
satisfactory to the Senior Managing Agents.
"Grantor Trust III" shall mean one or more Persons, each of
which may be a grantor trust or any other trust entity (but shall not be
Holdings or any Subsidiary of Holdings that is a member of the Nabisco Group) to
whom Permitted Refinancing Grantor Trust Subordinated Debt is issued in
connection with the Permitted TOPrS Redemption and/or a
Permitted Debt Refinancing, it being understood and agreed that the
organizational documents of Grantor Trust III shall be satisfactory to the
Senior Managing Agents.
"Grantor Trusts" shall mean and include Grantor Trust I,
Grantor Trust II and Grantor Trust III.
"Permitted Debt Refinancing" shall mean any refinancing by
Holdings and/or any of its Subsidiaries of outstanding Indebtedness of Holdings
or such Subsidiary with the proceeds of Holdings' incurrence of Permitted
Refinancing Grantor Trust Subordinated Debt, which refinancing shall be effected
within 180 days following the respective incurrence of Permitted Refinancing
Grantor Trust Subordinated Debt and the related issuance of the Grantor Trust
Interests by Grantor Trust III.
"Permitted Grantor Trust Subordinated Debt" shall mean and
include Permitted Exchange Offer Grantor Trust Subordinated Debt, Permitted
Series B Redemption Grantor Trust Subordinated Debt and Permitted Refinancing
Grantor Trust Subordinated Debt.
"Permitted Refinancing Grantor Trust Subordinated Debt" shall
mean, at any time, subordinated debt of Holdings in an aggregate principal
amount not to exceed (x) $950,000,000 less (y) the aggregate liquidation value
of Holdings' 10% Trust Originated Preferred Securities, liquidation amount $25
per share, outstanding immediately after giving effect to the Permitted TOPrS
Redemption less (z) the aggregate principal amount of all Indebtedness repaid
pursuant to all Permitted Debt Refinancings at such time, and issued to Grantor
Trust III in connection with the Permitted TOPrS Redemption and/or a Permitted
Debt Refinancing, all of the terms and conditions of which shall be acceptable
to the Senior Managing Agents and which (i) shall provide, in any event, that
such subordinated debt shall have a maturity of at least thirty years and (ii)
may not be amended or modified without the consent of the Senior Managing
Agents.
"Permitted Series B Redemption" shall mean the redemption by
Holdings of some or all of Holdings' Series B 9.25% Cumulative Preferred Stock,
par value $.01 per share, with the proceeds of Holdings' incurrence of Permitted
Series B Redemption Grantor Trust Subordinated Debt, which redemption shall be
effected within 180 days following the incurrence of the Permitted Series B
Redemption Grantor Trust Subordinated Debt and the issuance of the Grantor Trust
Interests by Grantor Trust II.
"Permitted Series B Redemption Grantor Trust Subordinated
Debt" shall mean, at any time, subordinated debt of Holdings in an aggregate
principal amount not to exceed (x) $300,000,000 less (y) the aggregate
liquidation value of Holdings' Series B 9.25% Cumulative Preferred Stock, par
value $.01 per share, outstanding immediately after giving effect to the
Permitted Series B Redemption and issued to Grantor Trust II in connection with
the Permitted Series B Redemption, all of the terms and conditions of which
shall be acceptable to the Senior Managing Agents and which (i) shall provide,
in any event, that such subordinated debt shall have a maturity of at least
thirty years and (ii) may not be amended or modified without the consent of the
Senior Managing Agents.
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"Permitted TOPrS Redemption" shall mean the redemption by
Holdings of some or all of Holdings' 10% Trust Originated Preferred Securities,
liquidation amount $25 per share, with the proceeds of Holdings' incurrence of
Permitted Refinancing Grantor Trust Subordinated Debt, which redemption shall be
effected within 180 days following the respective incurrence of Permitted
Refinancing Grantor Trust Subordinated Debt and the related issuance of the
Grantor Trust Interests by Grantor Trust III.
II. Amendments to the 364 Day Credit Agreement.
1. Section 8.05(vi) of the 364 Day Credit Agreement is hereby
amended by inserting the text ", the Permitted Series B Redemption and the
Permitted TOPrS Redemption" immediately after the text "Exchange Offer"
appearing in said Section.
2. The definition of "Consolidated Net Worth" appearing in
Section 10 of the 364 Day Credit Agreement is hereby amended by deleting the
text "the minority interests attributable to" appearing in said definition and
inserting the text "the balance sheet valuation of the" in lieu thereof.
3. The definition of "Cumulative Adjusted Cash Net Income"
appearing in Section 10 of the 364 Day Credit Agreement is hereby amended by
inserting the following text at the end of said definition:
"plus (v) the amount of all charges (determined on an
after-tax basis) taken by Holdings and its Subsidiaries to
account for expenses accrued by Holdings and its Subsidiaries
pursuant to the settlement agreements referred to in clauses
(v), (vi), (viii) and (ix) of the definition of "Adjusted
Operating Income", to the extent (and only to the extent) that
(I) the aggregate amount of such charges taken by Holdings and
its Subsidiaries (as determined on an after-tax basis) does
not exceed $514,000,000 and (ii) such charges are deducted in
any determination of Cumulative Adjusted Cash Net Income".
4. The definition of "Grantor Trust" appearing in Section 10
of the 364 Day Credit Agreement is hereby amended by (i) inserting the text "I"
immediately following the phrase "Grantor Trust" in the first and third place
such phrase appears in said definition and (ii) inserting the text "Exchange
Offer" immediately after the word "Permitted" in the first place such word
appears in said definition.
5. The definition of "Grantor Trust Interest" appearing in
Section 10 of the 364 Day Credit Agreement is hereby amended by deleting the
word "the" appearing immediately prior to the word "Grantor" in said definition
and inserting the word "any" in lieu thereof.
6. The definition of "Permitted Grantor Trust Subordinated
Debt" appearing in Section 10 of the 364 Day Credit Agreement is hereby amended
by (i) inserting the text "Exchange Offer" immediately after the text
`"Permitted' appearing in said definition and (ii) deleting the text "after the
Permitted Series B Exchange Offer issued to the Grantor Trust" and
3
inserting the text "immediately after giving effect to the Permitted Series B
Exchange Offer and issued to Grantor Trust I".
7. The definition of "Subsidiary" appearing in Section 10 of
the 364 Day Credit Agreement is hereby amended by deleting the word "the"
appearing immediately prior to the word "Grantor" in said definition and
inserting the word "each" in lieu thereof.
8. Section 10 of the 364 Day Credit Agreement is hereby
further amended by inserting the following new definitions in said Section in
appropriate alphabetical order:
"Grantor Trust II" shall mean one or more Persons, each of
which may be a grantor trust or any other trust entity (but shall not be
Holdings or any Subsidiary of Holdings that is a member of the Nabisco Group) to
whom the Permitted Series B Redemption Grantor Trust Subordinated Debt is issued
in connection with the Permitted Series B Redemption, it being understood and
agreed that the organizational documents of Grantor Trust II shall be
satisfactory to the Senior Managing Agents.
"Grantor Trust III" shall mean one or more Persons, each of
which may be a grantor trust or any other trust entity (but shall not be
Holdings or any Subsidiary of Holdings that is a member of the Nabisco Group) to
whom Permitted Refinancing Grantor Trust Subordinated Debt is issued in
connection with the Permitted TOPrS Redemption and/or a Permitted Debt
Refinancing, it being understood and agreed that the organizational documents of
Grantor Trust III shall be satisfactory to the Senior Managing Agents.
"Grantor Trusts" shall mean and include Grantor Trust I,
Grantor Trust II and Grantor Trust III.
"Permitted Debt Refinancing" shall mean any refinancing by
Holdings and/or any of its Subsidiaries of outstanding Indebtedness of Holdings
or such Subsidiary with the proceeds of Holdings' incurrence of Permitted
Refinancing Grantor Trust Subordinated Debt, which refinancing shall be effected
within 180 days following the respective incurrence of Permitted Refinancing
Grantor Trust Subordinated Debt and the related issuance of the Grantor Trust
Interests by Grantor Trust III.
"Permitted Grantor Trust Subordinated Debt" shall mean and
include Permitted Exchange Offer Grantor Trust Subordinated Debt, Permitted
Series B Redemption Grantor Trust Subordinated Debt and Permitted Refinancing
Grantor Trust Subordinated Debt .
"Permitted Refinancing Grantor Trust Subordinated Debt" shall
mean, at any time, subordinated debt of Holdings in an aggregate principal
amount not to exceed (x) $950,000,000 less (y) the aggregate liquidation value
of Holdings' 10% Trust Originated Preferred Securities, liquidation amount $25
per share, outstanding immediately after giving effect to the Permitted TOPrS
Redemption less (z) the aggregate principal amount of all Indebtedness repaid
pursuant to all Permitted Debt Refinancings at such time, and issued to Grantor
Trust III in connection with the Permitted TOPrS Redemption and/or a Permitted
Debt Refinancing, all of the terms and conditions of which shall be acceptable
to the Senior Managing Agents and which (i) shall provide, in any event, that
such subordinated debt shall have a
4
maturity of at least thirty years and (ii) may not be amended or modified
without the consent of the Senior Managing Agents.
"Permitted Series B Redemption" shall mean the redemption by
Holdings of some or all of Holdings' Series B 9.25% Cumulative Preferred Stock,
par value $.01 per share, with the proceeds of Holdings' incurrence of Permitted
Series B Redemption Grantor Trust Subordinated Debt, which redemption shall be
effected within 180 days following the incurrence of the Permitted Series B
Redemption Grantor Trust Subordinated Debt and the issuance of the Grantor Trust
Interests by Grantor Trust II.
"Permitted Series B Redemption Grantor Trust Subordinated
Debt" shall mean, at any time, subordinated debt of Holdings in an aggregate
principal amount not to exceed (x) $300,000,000 less (y) the aggregate
liquidation value of Holdings' Series B 9.25% Cumulative Preferred Stock, par
value $.01 per share, outstanding immediately after giving effect to the
Permitted Series B Redemption and issued to Grantor Trust II in connection with
the Permitted Series B Redemption, all of the terms and conditions of which
shall be acceptable to the Senior Managing Agents and which (i) shall provide,
in any event, that such subordinated debt shall have a maturity of at least
thirty years and (ii) may not be amended or modified without the consent of the
Senior Managing Agents.
"Permitted TOPrS Redemption" shall mean the redemption by
Holdings of some or all of Holdings' 10% Trust Originated Preferred Securities,
liquidation amount $25 per share, with the proceeds of Holdings' incurrence of
Permitted Refinancing Grantor Trust Subordinated Debt, which redemption shall be
effected within 180 days following the respective incurrence of Permitted
Refinancing Grantor Trust Subordinated Debt and the related issuance of the
Grantor Trust Interests by Grantor Trust III.
III. Miscellaneous Provisions.
1. In order to induce the Banks to enter into this Amendment,
each Credit Party hereby (i) makes each of the representations, warranties and
agreements contained in Section 6 of each Credit Agreement and (ii) represents
and warrants that there exists no Default or Event of Default, in each case on
the date hereof and on the Amendment Effective Date, both before and after
giving effect to this Amendment.
2. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of either
Credit Agreement or any other Credit Document (as defined in each Credit
Agreement).
3. 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 Holdings and the Payments Administrator.
4. 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.
5
5. This Amendment shall become effective as of the date first
written above on the date (the "Amendment Effective Date") when (i) each of the
Credit Parties, (ii) 3 Year Banks constituting Required Banks under the 3 Year
Credit Agreement and (iii) 364 Day Banks constituting Required Banks under the
364 Day Credit Agreement, shall have signed a copy hereof (whether the same or
different copies) and shall have delivered (including by way of facsimile
transmission) the same to White & Case, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Xxxxxxxxxx Xxxxxxxx, Esq. (Facsimile No.: (212)
354-8113). After transmitting its executed signature page to White & Case as
provided above, each of the Banks shall deliver executed hard copies of this
Amendment to White & Case, Attention: Xxxxxxxxxx Xxxxxxxx at the address
provided above.
* * *
6
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
RJR NABISCO HOLDINGS CORP.
By
---------------------------------
Title:
RJR NABISCO, INC.
By
---------------------------------
Title:
ABN AMRO BANK N.V.
By
---------------------------------
Title:
By
---------------------------------
Title:
ARAB BANK PLC - GRAND CAYMAN BRANCH
By
---------------------------------
Title:
ASAHI BANK, LTD.
The New York Branch
By:
---------------------------------
Name:
------------------------------
Title:
-----------------------------
BANCA COMMERCIALE ITALIANA
NEW YORK BRANCH
By
---------------------------------
Title:
By
---------------------------------
Title:
BANCA DI ROMA - NEW YORK BRANCH
By
---------------------------------
Title:
By
---------------------------------
Title:
BANCO CENTRAL HISPANOAMERICANO,
S.A. -NEW YORK BRANCH
By
---------------------------------
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By:
---------------------------------
Name:
------------------------------
Title:
-----------------------------
THE BANK OF TOKYO-MITSUBISHI, LTD.,
NEW YORK BRANCH
By:
---------------------------------
Name:
------------------------------
Title:
-----------------------------
BANKERS TRUST COMPANY
By
---------------------------------
Title:
THE BANK OF AMERICA NT & SA
By
---------------------------------
Title:
THE BANK OF NOVA SCOTIA
By
---------------------------------
Title:
THE BANK OF NEW YORK
By
---------------------------------
Title:
PARIBAS
By
---------------------------------
Title:
By
---------------------------------
Title:
BARCLAYS BANK PLC
By:
---------------------------------
Name:
------------------------------
Title:
-----------------------------
BAYERISCHE LANDESBANK
GIROZENTRALE - CAYMAN ISLANDS BRANCH
By
---------------------------------
Title:
By
---------------------------------
Title:
BAYERISCHE VEREINSBANK AG
NEW YORK BRANCH
By
---------------------------------
Title:
By
---------------------------------
Title:
THE CHASE MANHATTAN BANK
By
---------------------------------
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By
---------------------------------
Title:
CITIBANK, N.A.
By
---------------------------------
Title:
CREDIT LYONNAIS - NEW YORK
BRANCH
By
---------------------------------
Title:
CREDIT SUISSE FIRST BOSTON
(Formerly known as Credit Suisse)
By
---------------------------------
Title:
By
---------------------------------
Title:
CREDITO ITALIANO
By
---------------------------------
Title:
By
---------------------------------
Title:
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCH
By
---------------------------------
Title:
By
---------------------------------
Title:
THE DAI-ICHI KANGYO BANK,
LIMITED, NEW YORK BRANCH
By
---------------------------------
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By
---------------------------------
Title:
THE FUJI BANK, LIMITED
By
---------------------------------
Title:
GULF INTERNATIONAL BANK B.S.C.
By
---------------------------------
Title:
By
---------------------------------
Title:
MARINE MIDLAND BANK
By:
---------------------------------
Name:
------------------------------
Title:
-----------------------------
MIDLAND BANK PLC- NEW YORK BRANCH
By
---------------------------------
Title:
KBC Bank N.V.
By:
---------------------------------
Name:
------------------------------
Title:
-----------------------------
KREDIETBANK N.V.
By
---------------------------------
Title:
By
---------------------------------
Title:
LTCB TRUST COMPANY
By
---------------------------------
Title:
By
---------------------------------
Title:
THE MITSUBISHI TRUST & BANKING
CORPORATION, NEW YORK BRANCH
By
---------------------------------
Title:
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED - NEW YORK BRANCH
By
---------------------------------
Title:
XXXXXX XXXXXXX
By:
---------------------------------
Name:
------------------------------
Title:
-----------------------------
NATIONSBANK, N.A.
By
---------------------------------
Title:
XXXXXX GUARANTY TRUST COMPANY
By:
---------------------------------
Name:
------------------------------
Title:
-----------------------------
NORDDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By
---------------------------------
Title:
By
---------------------------------
Title:
THE SAKURA BANK, LTD.
By
---------------------------------
Title:
THE SANWA BANK LIMITED- NEW YORK BRANCH
By
---------------------------------
Title:
STANDARD CHARTERED BANK
By
---------------------------------
Title:
STANDARD CHARTERED BANK
By
---------------------------------
Title:
THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By
---------------------------------
Title:
SUMITOMO BANK OF CALIFORNIA
By
---------------------------------
Title:
THE TOKAI BANK, LIMITED
By
---------------------------------
Title:
THE TOYO TRUST & BANKING CO.,
LTD. - NEW YORK BRANCH
By
---------------------------------
Title:
UNION BANK OF SWITZERLAND
By
---------------------------------
Title:
By
---------------------------------
Title:
VIA BANQUE
By
---------------------------------
Title:
By
---------------------------------
Title:
WACHOVIA BANK OF GEORGIA, N.A.
By
---------------------------------
Title:
WESTDEUTSCHE LANDESBANK
By
---------------------------------
Title:
By
---------------------------------
Title:
YASUDA TRUST & BANKING COMPANY, LTD.
By
---------------------------------
Title:
THE ASAHI BANK, LTD.-NEW YORK BRANCH
By
---------------------------------
Title:
BANCA CASSA di RISPARMIO di TORINO -
NEW YORK BRANCH
By
---------------------------------
Title:
BANK OF AMERICA ILLINOIS
By
---------------------------------
Title:
THE BANK OF TOKYO-MITSUBISHI TRUST
COMPANY - NEW YORK BRANCH
By
---------------------------------
Title:
THE CHUO TRUST & BANKING CO., LTD -
NEW YORK BRANCH BRANCH
By
---------------------------------
Title:
FIRST UNION CAPITAL MARKETS GROUP
By
---------------------------------
Title:
THE HOKKAIDO TAKUSHOKU BANK, LTD.
By
---------------------------------
Title:
THE INDUSTRIAL BANK OF JAPAN, LTD.
By
---------------------------------
Title:
ING BANK
By
---------------------------------
Title:
ISTITUTO BANCARIO SAN PAOLO di TORINO
- NEW YORK BRANCH
By
---------------------------------
Title:
XXXXXX COMMERCIAL PAPER INC.
By
---------------------------------
Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD. - NEW YORK BRANCH
By
---------------------------------
Title:
XXXXXX GUARANTY TRUST COMPANY
By
---------------------------------
Title:
THE NORINCHUKIN BANK - NEW YORK BRANCH
By
---------------------------------
Title:
THE NORTHERN TRUST COMPANY
By
---------------------------------
Title:
ROBOBANK NEDERLAND - NEW YORK BRANCH
By
---------------------------------
Title:
THE ROYAL BANK OF CANADA - NEW YORK BRANCH
By
---------------------------------
Title:
ROYAL BANK OF SCOTLAND - NEW YORK BRANCH
By
---------------------------------
Title:
SBC WARBURG
By
---------------------------------
Title:
SOCIETE GENERALE - NEW YORK BRANCH
By
---------------------------------
Title:
THE TORONTO-DOMINION BANK
By
---------------------------------
Title:
U.S. BANK OF OREGON
By
---------------------------------
Title:
THE ROYAL BANK OF SCOTLAND- NEW
YORK BRANCH
By
---------------------------------
Title:
FIRST BANK, N.A.
By
---------------------------------
Title:
HSBC CORPORATE BANKING
By
---------------------------------
Title:
FIRST CHICAGO CAPITAL MARKETS
By
---------------------------------
Title:
BZW
By
---------------------------------
Title:
X.X. XXXXXX & COMPANY, INC.
By:
---------------------------------
Name:
------------------------------
Title:
-----------------------------
THE FIRST NATIONAL BANK OF CHICAGO
By
---------------------------------
Title:
By
---------------------------------
Title:
UBS AG
By:
---------------------------------
Name:
------------------------------
Title:
-----------------------------
