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EXHIBIT (b)(6)
FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of July 31, 1996 (the "Amendment"), is among Xx Xxxxxx
Bottling Company of Texas, a Texas corporation (the "Borrower"), Xx Xxxxxx
Bottling Holdings, Inc., a Delaware corporation ("Holdings"), Texas Commerce
Bank National Association, a national banking association ("TCB") and each
other lender listed on the signature pages hereof (each individually,
including, without limitation, TCB, a "Lender" and collectively, the "Lenders")
and Texas Commerce Bank National Association as agent for the Lenders (in its
capacity as agent, the "Agent").
WITNESSETH
WHEREAS, on February 18, 1993, the Borrower, TCB as the Agent
and the Lenders entered into an Amended and Restated Credit Agreement (as
amended by that certain First Amendment to Amended and Restated Credit
Agreement dated as of July 29, 1994, that certain Second Amendment to Amended
and Restated Credit Agreement dated as of July 14, 1995 and that certain Third
Amendment to Amended and Restated Credit Agreement and First Amendment to
Amended and Restated Guaranty dated as of the 21st day of December, 1995, the
"Credit Agreement") pursuant to which the Borrower, the Agent and the Lenders
amended and restated (i) a Credit Agreement dated as of October 28, 1988, (as
amended, the "1988 Credit Agreement"), among the Borrower, TCB as agent and the
other lenders signatory thereto and (ii) a Credit Agreement dated as of January
18, 1989 as amended, the "1989 Credit Agreement"), among the Borrower, TCB as
agent and the other lenders signatory thereto;
WHEREAS, pursuant to the Credit Agreement, the Lenders have
made available to the Borrower loans pursuant to an advance term loan facility
of up to $65,000,000 and letters of credit and a revolving credit facility of
up to $35,000,000;
WHEREAS, the Borrower, consistent with the terms and
conditions of Section 8.12 of the Credit Agreement, desires to form a
wholly-owned Subsidiary, JLT Investments, Inc., a California corporation ("JLT
Investments");
WHEREAS, the Borrower also desires (i) to form DPB Partners
L.P., a limited partnership organized under the laws of the State of Texas (the
"Partnership"), (ii) to act as general partner of the Partnership and to hold a
one percent (1%) general partnership interest in the Partnership, and (iii) to
cause JLT Investments to hold a ninety-nine percent (99%) limited partnership
interest in the Partnership;
WHEREAS, the Borrower desires (i) to assign an undivided
ninety-nine percent (99%) interest in certain Material Franchise Agreements to
JLT Investments as a capital contribution; (ii) to assign an undivided one
percent (1%) interest in such Material Franchise Agreements to the Partnership
in exchange for a one percent (1%) general partnership interest in the
Partnership; and (iii) to cause JLT Investments to assign the undivided 99%
interest in such Material Franchise Agreements received from Borrower to the
Partnership in exchange for a ninety-nine percent (99%) limited partnership
interest in the Partnership;
WHEREAS, the Borrower and the Partnership intend to execute
and deliver (i) a franchise license agreement, pursuant to which the
Partnership will license to Borrower the rights held by the Partnership under
the Material Franchise Agreements in exchange for the payment of certain
royalties (the "Franchise License Agreement"), and (ii) a management agreement,
pursuant to which the Partnership will provide certain management and
administrative services to Borrower in exchange for the payment of certain fees
(the "Management Agreement");
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WHEREAS, the Borrower, the Agent and the Lenders have agreed,
upon the terms and conditions specified herein, to amend the Credit Agreement
to permit, among other things, the formation of the Partnership, the licensing
of the rights of the Material Franchise Agreements, the execution, delivery and
performance of the Franchise License Agreement and the Management Agreement,
and the payment from the Borrower to the Partnership of the Management and
Royalty Fees.
NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants herein set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrower, the Agent and the Lenders hereby agree as follows:
1. All capitalized terms which are defined in the Credit
Agreement and not otherwise defined herein shall have the same meaning herein
as in the Credit Agreement.
2. All references to Section and Subsection numbers in
this Amendment shall be references to the corresponding Section or Subsection
of the Credit Agreement.
3. On and after the date hereof, each reference in the
Credit Agreement to "this Agreement," "hereunder," "herein," or words of like
import shall mean and be a reference to the Credit Agreement, as amended
hereby.
4. Section 1.01 of the Credit Agreement is hereby
amended by adding the following definitions:
"Borrower Pledge Agreement" means the Pledge and Security
Agreement, dated as of July 31, 1996, executed by the Borrower, as it
may be modified or amended from time to time in accordance with the
provisions of Section 11.01 hereof, granting a Lien on capital stock
of JLT Investments in favor of the Agent, for the benefit of the
Lenders.
"JLT Investments" means JLT Investments, Inc.
"JLT Investments Collateral Assignment" means the Collateral
Assignment of Deposit Account Agreement, dated as of July 31, 1996
executed by and between JLT Investments and the Agent, as it may be
modified or amended from time to time in accordance with the
provisions of Section 11.01 hereof.
"JLT Investments Guaranty" means the Guaranty, dated as of
July 31, 1996, executed by JLT Investments, as it may be modified or
amended from time to time in accordance with Section 11.01 hereof.
"JLT Investments Assignment" means the Assignment of
Partnership Interests, dated as of June 30, 1996, executed by JLT
Investments, as it may be modified or amended from time to time in
accordance with the provisions of Section 11.01 hereof.
"Management and Royalty Fees" shall mean the amounts payable
by the Borrower to the Partnership under the Franchise License
Agreement and the Management Agreement.
"Partnership" means DPB Partners L.P., a limited partnership
organized under the laws of the State of Texas.
"Partnership Guaranty" means the Guaranty, dated as of July
31, 1996, executed by the Partnership, as it may be modified or
amended from time to time in accordance with Section 11.01 hereof.
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5. The definition of "Security Documents" set forth in
Section 1.01 of the Credit Agreement is hereby amended by inserting after the
words "the Collateral Assignment of Accounts Agreement" the following:
"Borrower Pledge Agreement, JLT Investments Collateral
Assignment, JLT Investments Guaranty, JLT Investments Assignment,
Partnership Guaranty."
6. The definition of "Subsidiary" is hereby amended to
delete such definition in its entirety and to substitute the following in lieu
thereof:
"Subsidiary" means any corporation, partnership or other
entity of which at least a majority of the securities or other
ownership interests having by the terms thereof ordinary voting power
to elect a majority of the board of directors or other Persons
performing similar functions of such corporation, partnership or other
entity (whether or not at the time securities or other ownership
interests of any other class or classes of such corporation,
partnership or other entity shall have or might have voting power by
reason of the happening of any contingency) is at the time directly or
indirectly owned or controlled by such Person or one or more
Subsidiaries of such Person, and shall include any such corporation,
partnership or other entity which shall become a Subsidiary after the
date hereof.
7. Subsection (b) of Section 6.02 is hereby deleted in
its entirety and the following is substituted in lieu thereof:
(b) No material adverse change has occurred with respect to
the financial condition, business, properties or operations of the
Borrower and its Subsidiaries since December 31, 1992;
8. Subsection (c) of Section 6.02 is amended by adding
the words "and in Section 7 of each of the Partnership Guaranty and of the JLT
Investments Guaranty" after the words "in Article VII hereof" on the first line
of said Subsection (c).
9. Section 7.10 is hereby amended in its entirety to
read as follows:
Section 7.10. Material Franchise Agreements. The franchise
agreements (including any and all amendments thereto) to which either
the Borrower or the Partnership is a party and which together account
for at least ninety percent (90%) of the Borrower's dollar sales
revenues, are listed on Schedule 7.10 attached hereto (the "Material
Franchise Agreements"). Each Material Franchise Agreement is a legal,
valid and binding agreement of either the Borrower or the Partnership,
respectively as indicated on Schedule 7.10, and to the Borrower's
knowledge, each other party thereto and is in full force and effect.
Neither the Partnership nor the Borrower is in default or breach of
(with or without the giving of notice or passage of time), and no
Person has asserted in writing that either the Borrower or the
Partnership is in default or breach of (with or without the giving of
notice or passage of time), any Material Franchise Agreement and, to
the Borrower's knowledge, the other parties to the Material Franchise
Agreements are not in default thereunder, except defaults or breaches
which, individually or collectively, could not reasonably be expected
to have a Material Adverse Effect. Neither the Borrower nor the
Partnership has waived any rights under any Material Franchise
Agreement which waiver could reasonably be expected to have a Material
Adverse Effect, and the franchisors under each Material Franchise
Agreement have, to the extent required by such agreements, consented
to the transactions contemplated hereby, including without limitation
the assignment of such Material Franchise Agreement, where applicable,
by the Borrower to the Partnership. The Borrower is not in default or
breach of (with or without the giving of notice or passage of time)
any agreement to pay Management and Royalty Fees to the Partnership.
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10. Section 7.17 is hereby amended to delete the second
sentence, and to substitute the following in lieu thereof:
As of July 31, 1996, JLT Investments and the Partnership are
the only Subsidiaries of the Borrower.
11. Section 7.18 is hereby amended to insert the words
"(as defined in ea1h respective Security Agreement)" after the word
"obligations" as it appears in such Section 7.18.
12. Section 8.03 is hereby amended to delete the phrase
"corporate existence" in clause (i) thereof, and to substitute in lieu thereof,
the phrase "corporate or partnership existence, as the case may be".
13. Section 8.09 is hereby amended to insert the words ",
other than the Partnership," after the words "Subsidiaries," "Subsidiary" and
"Subsidiary's" each time they appear in Section 8.09.
14. The second sentence of Section 8.10 is hereby deleted
in its entirety and the following is substituted in lieu thereof:
The Borrower will, and will cause the Partnership to,
maintain in full force and effect at all times during the term of this
Agreement, and will comply with the terms and provisions of, and will
cause the Partnership to comply with the terms and provisions of, each
Material Franchise Agreement, provided that the Borrower, or the
Partnership, with the consent of the Borrower, as the case may be, may
terminate any Material Franchise Agreement to which it is a party, so
long as such Material Franchise Agreement does not account for ten
percent (10%) or more of the Borrower's dollar sales revenues at such
time.
15. Section 8.12 is hereby deleted in its entirety and
the following is substituted in lieu thereof:
Section 8.12. Guaranties and Security Agreements of
Subsidiaries. The Borrower shall give the Agent thirty (30) days prior
written notice of the creation or acquisition of any Subsidiary and
the Borrower shall (i) immediately execute and deliver to the Agent a
pledge of the stock, partnership interest or other ownership interest
of such Subsidiary as security for the Borrower's obligations under
the Credit Agreement as in effect on February 18, 1993, and (ii)
immediately cause such Subsidiary (A) to provide to the Agent for the
benefit of the Lenders a guaranty of the obligations of the Borrower
under this Agreement as security for the Borrower's obligations under
the Credit Agreement as in effect on February 18, 1993, and/or (B)
other than as to the Partnership, to execute a security agreement
granting to the Agent for the benefit of the Lenders a security
interest in and Lien on all of such Subsidiary's Property as security
for the Borrower's obligations under the Credit Agreement as in effect
on February 18, 1993, all of which shall be in the form and substance
satisfactory to the Lenders. It is agreed and understood that the
agreement of the Borrower under this Section 8.12 to provide a pledge
on its own behalf and to cause any Subsidiary (other than the
Partnership, as to a security agreement) to provide to the Agent for
the benefit of the Lenders a guaranty and/or a security agreement, is
a condition precedent to the making of the Advances under this
Agreement and that the entry into this Agreement by the Lenders
constitutes good and adequate consideration for the provision of any
such pledge, guaranty and security agreement.
16. Article VIII is hereby further amended by adding at
the end of such Article VIII the following:
8.15 Required Payments. Borrower shall take all such action
as shall be necessary or advisable to cause JLT Investments and the
Partnership, in accordance with the terms and conditions of Section
9.04, as applicable, to effect the following actions:
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(a) within one (1) Business Day of receipt of any
Management and Royalty Fees from the Borrower, the Partnership shall
make a distribution of the entire amount of the Management and Royalty
Fees, net of related expenses, to JLT Investments and the Borrower,
pro rata according to their respective ownership interests; provided,
however that in the event the Partnership is unable to make such
distribution without violating any Governmental Requirement, then the
Partnership shall make a loan or advance of the entire amount of such
prohibited distribution to JLT Investments and the Borrower, pro rata
according to their respective ownership interests evidenced by a
promissory note substantially in the form of "Exhibit A" attached
hereto; and
(b) within one (1) Business Day of receipt of any
distribution from the Partnership, JLT Investments shall, to the
extent allowed under California law, make a distribution of the entire
amount of such distribution, net of related expenses, to the Borrower,
such distribution to be effected through the declaration and payment
of a dividend and/or the making of a loan or advance by JLT
Investments to the Borrower evidenced by a promissory note
substantially in the form of "Exhibit A" attached hereto.
Borrower shall, and shall cause JLT Investments and the Partnership to,
maintain books and records accurately reflecting any such dividends, loans or
advances.
17. Subsection (g) of Section 9.01 is hereby amended by
inserting after the word "Subsidiaries" the following: ", other than JLT
Investments or the Partnership,"; and a new Subsection (h) shall be added to
Section 9.01 which shall state the following:
(h) Indebtedness of the Borrower to any Subsidiary or
wholly-owned Subsidiary of Borrower.
18. Subsections (c) and (d) of Section 9.03 are each
hereby amended by inserting after the word "Subsidiary" in each place that it
appears, the following: ", other than JLT Investments or the Partnership,".
19. Section 9.03 is hereby amended by adding the
following Subsection (h) at the end of said Section 9.03:
(h) Notwithstanding the foregoing, (i) the Partnership
may make no Investments other than loans or advances to Borrower
described in Section 8.15(a); provided, however that in the event the
Partnership is unable to make the distributions, loans or advances
described in Section 8.15 without violating any Governmental
Requirement, the Partnership may make those Investments described in
Clause (b) herein above, and (ii) any Subsidiary of Borrower may make
loans or advances to Borrower or any wholly owned Subsidiary of
Borrower.
20. Section 9.04 is hereby amended by adding the
following Subsection (d) at the end of said Section 9.04:
(d) the Partnership may declare and make a dividend or
other distribution to JLT Investments.
21. Section 9.07 is hereby amended by inserting the
following at the end of said Section 9.07:
; provided, however, that neither the Partnership nor JLT Investments
shall make any Capital Expenditures in any Fiscal Year in excess of
$10,000 without the prior consent of the Agent
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22. Section 9.13 is hereby amended by adding a new
Subsection (e) at the end thereof as follows:
(e) the Franchise License Agreement and the Management
Agreement (including the payment by Borrower to the Partnership of
Management and Royalty Fees) and the transactions described in Section
8.15.
23. Section 9.19 is hereby amended by adding a sentence
at the end thereof as follows:
Notwithstanding the foregoing, the Borrower will not permit the
Partnership to enter into or permit to remain in effect any operating
lease.
24. Article IX is hereby amended by adding the following
to the end of said Article IX:
9.21 Management and Royalty Fees. The Borrower shall not make
any payment of Management and Royalty Fees to the Partnership if,
either before or after giving effect to such payment, a Default or
Event of Default shall have occurred or be continuing.
25. Subsection (b) of Section 10.01 shall be amended by
replacing the word "or" with a comma after the term "8.10" as it appears
therein, and adding the following after the term "8.11": "or 8.15".
26. Section 10.01 shall be amended to add a new
Subsection at the end thereof as follows:
(r) the Borrower shall at any time have less than a one
hundred percent (100%) ownership interest, directly or indirectly, in
either JLT Investment or the Partnership.
27. By its execution and delivery hereof, the Borrower
represents and warrants the following:
(a) As of the date hereof and after giving effect to the
amendments contemplated herein, (i) the representations and warranties
contained in Article VII of the Credit Agreement, as amended by this Amendment,
and the Loan Documents to which the Borrower is a party, are true and correct
on and as of the date hereof as though made by the Borrower on and as of such
date (except to the extent that such representations and warranties relate
solely to an earlier date) and the Borrower hereby agrees to be bound by such
representations and warranties and (ii) no event has occurred and is continuing
which constitutes a Default or an Event of Default; and
(b) The execution and delivery of this Amendment shall in
no way release, diminish, impair, reduce or otherwise adversely affect the
obligations of the Borrower under the Credit Agreement, as amended by this
Amendment, and under the Notes, as each may be further amended or otherwise
modified from time to time and under the other Loan Documents to which the
Borrower is a party, as each may be further amended or otherwise modified from
time to time. The Borrower acknowledges and confirms that the indebtedness
secured by the Loan Documents includes, in addition to the indebtedness therein
described, but limited by the terms and conditions of each Loan Document, the
obligations of the Borrower under the Credit Agreement, as amended by this
Amendment, and the Notes, as each may be further amended or otherwise modified
from time to time.
(c) The transfer of the Material Franchise Agreements by
the Borrower to the Partnership and to JLT Investments, and the transfer of
such agreements by JLT Investments to the Partnership, the execution and
delivery of this Amendment and the other documents and instruments executed in
connection herewith by the Borrower, JLT Investments and the Partnership and
the transactions contemplated herein and therein:
(i) do not and will not violate any provision
of, or result in a default under, the organizational documents of the
Borrower, JLT Investments or the Partnership, as the case may be, or
any other Material Agreement, any Material Franchise Agreement or
material Governmental
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Requirement, to which the Borrower, JLT Investments or the Partnership
is subject, or result in the creation or imposition of any Lien upon
any Properties of the Borrower, JLT Investments or the Partnership,
other than those in favor of the Agent contemplated by this Amendment
and the other Loan Documents; and
(ii) do not require the consent or approval of
any Person, except such consents or approvals as have been obtained
and are in full force and effect as of the date hereof or those which
the failure to obtain would not reasonably be expected to cause a
Material Adverse Effect.
28. This Amendment shall become effective when and only
when (a) each Lender shall have executed a counterpart of this Amendment and
(b) the following events shall have occurred, or where applicable, the Agent
shall have received each of the following (and fifteen original counterparts or
copies, as the case may be, to provide an original counterpart or photocopy to
each Lender):
(i) Counterparts of this Agreement executed by the
Borrower;
(ii) Certified organizational documents of JLT
Investments and the Partnership, together with certificates of good
standing in each state where such registration is necessary;
(iii) Borrower Pledge Agreement;
(iv) JLT Investments Pledge Agreement;
(v) JLT Investments Collateral Assignment;
(vi) JLT Investments Guaranty;
(vii) Partnership Guaranty;
(viii) Resolutions of the Board of Directors of the
Borrower, acting in its own capacity and in its capacity as general
partner of the Partnership, approving and authorizing, as to the
Borrower, the transfer of the Material Franchise Agreements to the
Partnership and to JLT Investments, and as to both, the execution,
delivery, and performance by the Borrower and the Partnership of this
Amendment, and any and all documents and agreements executed in
connection herewith by the Borrower or the Partnership, and the
transactions contemplated herein and therein, as the case may be;
(ix) Resolutions of the Board of Directors of JLT
Investments approving and authorizing the issuance of common stock to
the Borrower, the transfer of the Material Franchise Agreements to the
Partnership, the execution, delivery, and performance by JLT
Investments of any and all documents and agreements executed in
connection herewith by JLT Investments and the transactions
contemplated herein and therein;
(x) Executed consents of franchisors required for the
transfer of the Material Franchise Agreement by the Borrower to the
Partnership and JLT Investments, and by JLT Investments to the
Partnership, together with acknowledgements of the interests of the
Lenders substantially in the form provided to the Lenders;
(xi) Payment to the Agent, on behalf of the Lenders, of
the Amendment Fee, together with other fees and expenses of the Agent
and the Lenders due and payable at such time, including without
limitation reasonable fees and expenses incurred by counsel for the
Agent and the Lenders, in connection with this Amendment and the
documents and instruments executed in connection herewith;
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(xii) Legal opinions, of counsel for the Borrower, JLT
Investments, Holdings, and the Partnership, including without
limitation, California counsel for JLT Investments, each in form and
substance reasonably satisfactory to the Agent and the Lenders;
(xiii) UCC-1 Financing Statements executed by Borrower and
JLT Investments for filing with the Secretary of State of Texas and
California, as the case may be; and
(xiv) A tax opinion of KPMG Peat Marwick LLP in form and
substance reasonably satisfactory to the Agent and the Lenders; and
(xv) Such other documents and agreements as the Agent may
reasonably request.
29. The Credit Agreement, as amended by this Amendment,
is hereby ratified and confirmed and all of the rights and powers created
thereby or thereunder shall be and remain in full force and effect.
30. That certain Amended and Restated Guaranty dated as
of February 18, 1993 by and between Holdings and the Agent for the ratable
benefit of the Lenders is hereby ratified and confirmed and all the rights and
powers created thereby or thereunder shall be and remain in full force and
effect.
31. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the
Lenders under the Credit Agreement, as amended by this Amendment, or under the
Notes and the other Loan Documents to which the Borrower is a party, as each
may be amended or modified from time to time, nor constitute a waiver of any
other provision of the Credit Agreement, as amended by this Amendment, or the
Notes and the other Loan Documents to which the Borrower is a party, as each
may be amended or modified from time to time.
32. The Borrower agrees to do, execute, acknowledge and
deliver or cause to be done, executed, acknowledged and delivered all and every
such further acts and instruments as the Agent may request from the better
assuring and confirming unto the Agent all and singular the rights granted or
intended to be granted hereby or hereunder.
33. Pursuant to Section 11.04 of the Credit Agreement,
the Borrower agrees to pay on demand all reasonable costs and expenses of the
Agent in connection with the preparation, reproduction, execution and delivery
of this Amendment and the other instruments and documents to be delivered
hereunder (including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Agent with respect thereto and with respect to
advising the Agent as to its rights and responsibilities under the Credit
Agreement as hereby as amended). In addition, the Borrower shall pay any and
all stamp and other taxes and fees payable or determined to be payable in
connection with the execution and delivery, filing or recording of this
Amendment and the other instruments and documents to be delivered hereunder,
and agrees to save the Agent harmless from and against any and all liabilities
with respect to or resulting from any delay in paying or omission to pay such
taxes or fees.
34. THIS AMENDMENT AND ALL DOCUMENTS AND INSTRUMENTS
EXECUTED IN CONNECTION HEREWITH SHALL BE DEEMED TO BE CONTRACTS AND AGREEMENTS
EXECUTED BY THE PARTIES HERETO UNDER THE LAWS OF THE STATE OF TEXAS, AND SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF TEXAS AND APPLICABLE FEDERAL LAW.
35. This Amendment may be executed in any number of
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 taken together shall constitute but one and the same agreement.
36. THIS WRITTEN AMENDMENT, THE NOTES, THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES
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AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto, by their officers
thereunto duly authorized, have executed this Amendment as of the day and year
first above written.
BORROWER:
XX XXXXXX BOTTLING COMPANY OF TEXAS
By: /s/ XXX X. XXXXXX
--------------------------------------------
Name: Xxx X. Xxxxxx
------------------------------------------
Title: Owner/Chairman of the Board
-----------------------------------------
XX XXXXXX BOTTLING HOLDINGS, INC.
BY: /s/ XXX X. XXXXXX
--------------------------------------------
Name: Xxx X. Xxxxxx
------------------------------------------
Title: Owner/Chairman of the Board
-----------------------------------------
AGENT:
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
AGENT
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
------------------------------------------
Title: Vice President
-----------------------------------------
LENDERS:
TEXAS COMMERCE BANK NATIONAL ASSOCIATION, for
its own account
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
------------------------------------------
Title: Vice President
-----------------------------------------
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ XXXXXX X. XXXX
--------------------------------------------
Name: Xxxxxx X. Xxxx
------------------------------------------
Title: Vice President
-----------------------------------------
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /s/ XXXXXX X. XXXX
--------------------------------------------
Name: Xxxxxx X. Xxxx
------------------------------------------
Title: Authorized Signature
-----------------------------------------
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THE FIRST NATIONAL BANK OF BOSTON
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
------------------------------------------
Title: Vice President
-----------------------------------------
FIRST INTERSTATE BANK OF TEXAS, NATIONAL
ASSOCIATION
By: /s/ XXXX XXXXX
--------------------------------------------
Name: Xxxx Xxxxx
------------------------------------------
Title: Bank Officer
-----------------------------------------
CIBC, INC.
By: /s/ XXX XXXXXXXXXX
--------------------------------------------
Name: Xxx Xxxxxxxxxx
------------------------------------------
Title: Director
-----------------------------------------
BANQUE PARIBAS, HOUSTON AGENCY
By: /s/ XXXXX XXXXXXX
--------------------------------------------
Name: Xxxxx Xxxxxxx
------------------------------------------
Title: Vice President
-----------------------------------------
By: /s/ XXXXX XXXXXXXX
--------------------------------------------
Name: Xxxxx Xxxxxxxx
------------------------------------------
Title: Vice President
-----------------------------------------
XXXXXX TRUST AND SAVINGS BANK
By: /s/ R. XXXXXXX XXXXXX
--------------------------------------------
Name: R. Xxxxxxx Xxxxxx
------------------------------------------
Title: Vice President
-----------------------------------------
NATIONSBANK, N.A.
By: /s/ XXXXX X. XXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------------------
Title: Corporate Finance Officer
-----------------------------------------
