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Exhibit 10.4
FOURTH AMENDMENT TO CREDIT AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
entered into as of September 30, 1998 among Scotsman Group Inc., The Delfield
Company, Scotsman Drink Limited, Whitlenge Drink Equipment Limited, Frimont
S.p.A., Castel MAC S.p.A., Xxxxx Industrial Corporation, Scotsman Industries,
Inc., the Lenders (as defined below) and The First National Bank of Chicago, as
Agent.
RECITALS
WHEREAS, Scotsman Group Inc., a Delaware corporation ("Group"),
The Delfield Company, a Delaware corporation ("Delfield"), Scotsman Drink
Limited, a private company limited by shares registered in England ("Drink"),
Whitlenge Drink Equipment Limited, a private company limited by shares
registered in England ("Whitlenge"), Frimont S.p.A., a societa per azioni
incorporated with limited liability in the Republic of Italy ("Frimont"), Castel
MAC S.p.A., a societa per azioni incorporated with limited liability in the
Republic of Italy ("Castel"), Xxxxx Industrial Corporation, a Michigan
corporation ("Xxxxx"; Group, Delfield, Drink, Whitlenge, Frimont, Castel and
Xxxxx are collectively referred to herein as the "Borrowers" and each a
"Borrower"), Scotsman Industries, Inc. ("Industries"), certain financial
institutions parties thereto and The First National Bank of Chicago, as Agent,
are parties to that certain Credit Agreement, dated as of March 12, 1997, as
amended by that certain First Amendment to Credit Agreement, dated as of March
24, 1997, that certain Second Amendment to Credit Agreement, dated as of June
30, 1997 and that certain Third Amendment to Credit Agreement, dated as of
December 15, 1997 (as further amended or modified hereby and as hereafter
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement") and
WHEREAS, the Borrowers and Industries have requested that the
Agent and the lenders thereto amend certain provisions of the Credit Agreement,
all as more fully described herein; and
WHEREAS, the Agent and such lenders have agreed to grant such
amendments upon the terms and conditions set forth herein.
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AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings assigned thereto in the Credit
Agreement.
SECTION 2. Amendments to the Credit Agreement. Subject to the terms and
conditions set forth herein, the Credit Agreement is hereby amended as follows:
2.1 Definitions.
(a) Article I of the Credit Agreement is hereby amended
by adding thereto the following new definitions, in proper alphabetical order:
"Australian Dollars" and "A$" shall mean the lawful currency
of Australia.
"Eligible Currency" means any currency other than Dollars
that is readily available, freely traded, in which deposits are
customarily offered to banks in the London interbank market,
convertible into Dollars in the international interbank market and
as to which a Current Dollar Equivalent may be readily calculated.
If, after the designation by the Agent and the Required Lenders of
any currency as an Alternative Currency, currency control or other
exchange regulations are imposed in the country in which such
currency is issued with the result that different types of such
currency are introduced, such country's currency is, in the
determination of the Agent, no longer readily available or freely
traded or as to which, in the determination of the Agent, a
Current Dollar Equivalent is not readily calculable, then the
Agent shall promptly notify the Lenders and Group, such country's
currency shall no longer be an Alternative Currency until such
time as all of the Lenders agree to reinstate such country's
currency as an Alternative Currency and promptly, but in any event
within five (5) Business Days of receipt of such notice from the
Agent, the Borrowers with respect to such Alternative Currency
shall repay all Loans in such affected currency or convert such
Loans into Loans in Dollars or another Alternative Currency, as
applicable, subject to the other terms contained in Article II of
this Agreement.
"Euro" means the euro referred to in the Council Regulation
(EC) No. 1103/97 dated 17 June 1997 passed by the Council of the
European Union, or, if different, the then lawful currency of the
member states of the European Union that participate in the third
stage of the Economic and Monetary Union.
"Euro Implementation Date" means the first date (currently
expected to be January 1, 1999) on which the Euro becomes the
currency of some or all of the member states of the European
Union.
"National Currency Unit" means the unit of currency (other
than a Euro unit) of each member state of the European Union that
participates in the third stage of Economic and Monetary Union.
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"Year 2000 Issues" means anticipated costs, problems and
uncertainties associated with the inability of certain computer
systems (and equipment containing embedded microchips) of Group
and its Subsidiaries to effectively handle data, including dates,
on and after January 1, 2000, as it affects Group's consolidated
business, operations, and financial condition.
(b) The definition of "Alternative Currency" contained
in Article I of the Credit Agreement is hereby amended by deleting such
definition and restating it in its entirety as follows:
"Alternative Currency" shall mean (i) subject to availability
pursuant to Section 3.8 and to the extent freely transferable and
convertible into Dollars and only so long as such currencies
remain Eligible Currencies, the lawful currencies of France,
Germany, Italy, Japan, Switzerland, Canada and the United Kingdom,
(ii) upon and after the Euro Implementation Date, the Euro only
for so long as the Euro is and remains an Eligible Currency and
(iii) subject to availability and to the terms and conditions of
this Agreement, such other freely transferable and convertible
foreign currencies as requested by Group and acceptable to Agent
and the Required Lenders, in their reasonable discretion.
(c) The definition of "Existing Letter of Credit"
contained in Article I of the Credit Agreement is hereby amended by deleting
such definition and restating it in its entirety as follows:
"Existing Letter of Credit" means that certain letter of
credit no. 00323043 issued by First Chicago for the account of
Delfield in connection with workers' disability compensation in
the State of Michigan.
2.2 Method of Selecting Types and Interest Periods for New
Advances. Section 2.10 of the Credit Agreement is hereby amended by adding at
the end of clause (e) thereof, immediately before the period, the following:
"; provided, that, if any Advance made (or to be made) on or
after the Euro Implementation Date would, but for this provision,
be capable of being made either in the Euro or in an applicable
National Currency Unit, such Advance shall be made in the Euro,
unless otherwise consented to by the Agent"
2.3 Representations. Article V of the Credit Agreement is
hereby amended by adding at the end of such Article V the following new Section
5.27:
"5.27 Year 2000 Issues. Group has made a reasonable
assessment of the Year 2000 Issues and based on this assessment
Group does not reasonably anticipate any Material Adverse Effect
as a result of Year 2000 Issues."
2.4 Indebtedness. Section 6.11 of the Credit Agreement is
hereby amended by (i) deleting the word "and" at the end of clause (g) thereof
and (ii) adding at the end of clause (h) thereof before the period the
following:
"; and (i) Indebtedness of Austral Refrigeration Pty.,
Limited and its Subsidiaries in an aggregate principal amount not
to exceed A$25,000,000 at any one time."
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2.5 Investments. Subsection 6.15(a) is hereby amended by amending
and restating clause (iv) of such subsection in its entirety as follows: "(iv)
other Investments after the date hereof directly in Austral Refrigeration Pty.,
Limited or indirectly in Austral Refrigeration Pty., Limited through the
acquisition of all of the equity interests of Refrigeration Investment (MBO)
Limited, a company organized under the laws of the British Virgin Islands (the
sole assets of which consist of the stock of Austral Refrigeration Pty.,
Limited), and through the acquisition of other entities with the prior written
consent of the Agent, in an aggregate outstanding principal amount not to exceed
$25,000,000."
2.6 Liens. Section 6.16 of the Credit Agreement is hereby amended
by (i) deleting the word "and" at the end of clause (i) thereof and (ii) adding
at the end of clause (j) thereof before the period the following:
"and (k) Liens on the assets of Austral Refrigeration Pty.,
Limited and its Subsidiaries securing Indebtedness permitted under
Section 6.11(i)"
2.7 Change in Corporate Structure: Fiscal Year. Section 6.23 of
the Credit Agreement is hereby amended by (i) deleting the word "and" as it
appears before clause (y) thereof and (ii) adding at the end of clause (y)
immediately before the period the following:
"and (z) Austral Refrigeration Pty., Limited and its Subsidiaries
may maintain the fiscal year they employ as of
September 30,1998".
2.8 Fixed Charge Coverage Ratio. Section 6.25.2 of the Credit
Agreement is hereby amended by adding at the end of such section before the
period the following:
"; and, provided, further that with respect to regularly scheduled
principal payments made with respect to the Term Loans and
Revolving Loans referred to in clause (b) of the definition of
Fixed Charges (i) any calculation of Fixed Charges for any period
of four Fiscal Quarters ending on the last day of the second
Fiscal Quarter (the "Last Quarter Day") shall include the
regularly scheduled principal payment of the Term Loans made on
the June 30th occurring closest to such Last Quarter Day (even if
such payment is made after such last day) and shall include the
regularly scheduled principal payment of the Term Loans and the
Revolving Loans made on the immediately preceding December 31st,
(ii) any calculation of Fixed Charges for any period of four
Fiscal Quarters ending on the last day of the fourth Fiscal
Quarter (the "Last Annual Day") shall include the regularly
scheduled principal payment of the Term Loans and the Revolving
Loans made on the December 31st occurring closest to such Last
Annual Day (even if such payment is made after such last day) and
shall include the regularly scheduled principal payment of the
Term Loans made on the immediately preceding June 30th and (iii)
in no event shall the calculation of Fixed Charges for any such
period of four Fiscal Quarters include more than two regularly
scheduled principal payments of the Term Loans or more than one
regularly scheduled principal payment of the Revolving Loans"
2.9 Guaranties. Section 6.28 of the Credit Agreement is hereby
amended by (i) deleting in its entirety the parenthetical phrase that appears in
clause (B) of such section immediately after the words "Non-Guarantor
Subsidiaries" and replacing it with the following parenthetical phrase:
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"(excluding (1) with respect to any such Subsidiary which is
a Xxxxx Subsidiary, goodwill and other intangible assets
allocated to any such Xxxxx Subsidiary in connection with the
Acquisition and (2) the assets of Austral Refrigeration Pty.,
Limited and its Subsidiaries)"
, (ii) deleting the word "and" as it appears immediately before the "(C)" in the
first proviso thereof and (iii) adding, at the end of clause (C) thereof
immediately after the word "hereof" and before the semicolon the following:
"and (D) neither Austral Refrigeration Pty., Limited nor any
of its Foreign Subsidiaries shall be required by this Section
6.28 to execute a Guaranty or an Intercompany Note so long as
Austral Refrigeration Pty., Limited and each such Subsidiary,
respectively, is not a Wholly-Owned Subsidiary of Industries;
provided that immediately upon Austral Refrigeration Pty.,
Limited becoming a Wholly-Owned Subsidiary of Industries,
Austral Refrigeration Pty., Limited shall execute a Guaranty
or Intercompany Note to the extent otherwise required
pursuant to this Section 6.28 and immediately upon each such
Foreign Subsidiary of Austral Refrigeration Pty., Limited
becoming a Wholly-Owned Subsidiary of Industries, each such
Foreign Subsidiary shall execute a Guaranty or Intercompany
Note to the extent otherwise required pursuant to this
Section 6.28"
2.10 Covenants. Article VI of the Credit Agreement is hereby
amended by adding at the end of such Article VI the following new Section 6.32:
"6.32 Year 2000 Issues. Industries shall advise the Agent if
any Year 2000 Issues with respect to Industries or its
Subsidiaries will have or would reasonably be expected to have a
Material Adverse Effect.
2.11 Amendments. Section 8.2 of the Credit Agreement is
hereby amended by adding two new paragraphs at the end of such section as
follows:
"Notwithstanding anything herein to the contrary, after the
Euro Implementation Date, or in immediate anticipation thereof,
the Agent (acting reasonably and after consultation with other
parties hereto) may by reasonable prior notice to the other
parties hereto amend this Agreement unilaterally for the exclusive
purpose of effectuating changes hereto which are necessary to the
integration of the making of Revolving Loans hereunder in Euro and
only in a manner which shall not result in a deterioration of the
position of any party to this Agreement from its respective
position prior to the Euro Implementation Date.
The Agent shall as promptly as practicable notify the other
parties to this Agreement of any amendment to this Agreement which
the Agent reasonably determines (after consultation with the other
parties hereto) to be necessary as a result of the commencement of
the third stage of the European Economic and Monetary Union and
the occurrence of the Euro Implementation Date. Any amendments so
notified shall take effect in accordance with the terms of the
relevant notification, and, to the extent possible, such
amendments shall be implemented to put the parties in the same
position as if the Euro Implementation Date had not occurred;
provided, however, that if and to
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the extent that the Agent determines it is not possible to put
all parties into such position, the Agent may give priority to
putting the Agent, the Arranger and the Lenders into that
position; provided, further, that no amendment which is
prejudicial to any party shall be effective without such party's
prior written consent."
2.12 General Provisions. Article IX of the Credit Agreement
is hereby amended by adding at the end of such Article IX the following new
Section 9.16:
"9.16 Rounding and Other Consequential Changes. Without
prejudice to any method of conversion or rounding prescribed by
any legislative measures of the Council of the European Union,
each reference in this Agreement to a fixed amount or to fixed
amounts in a National Currency Unit to be paid to or by the Agent
shall be replaced by a reference to such comparable and convenient
fixed amount or fixed amounts in the Euro as the Agent may
reasonably specify in the event such National Currency Unit ceases
to be an Eligible Currency."
SECTION 3. Conditions to Effectiveness of this Amendment. The effectiveness of
this Amendment is subject to the satisfaction of the following conditions
precedent:
3.1 Amendment. This Amendment shall have been duly executed
and delivered by each of the parties hereto.
3.2 Officer's Certificate. The Agent shall have received (i)
a certificate of an Authorized Officer of Industries certifying as to the
matters set forth in Sections 4.1 and 4.2 of this Amendment and (ii) a
certificate of the Secretary or Assistant Secretary of each Loan Party
certifying (as applicable): (a) copies of its charter and bylaws or equivalent
constitutive documents, (b) resolutions of its board of directors (and
shareholders if required) authorizing this Amendment and any other document
executed in connection with this Amendment or the transactions contemplated
hereby, (c) the incumbency and signatures of each officer authorized to execute
and deliver this Amendment or other agreement executed in connection therewith
and (d) its good standing certificates.
3.3 Guaranty or Intercompany Note. Refrigeration Investment
(MBO) Limited shall execute and deliver to the Agent a Guaranty substantially in
the form of Exhibit A-2 hereto or an Intercompany Note in favor of Group
pursuant to Section 6.28 of the Credit Agreement.
3.4 Additional Matters. The Agent shall have received such
other certificates, opinions, documents and instruments relating to the
transactions contemplated hereby as may have been requested by the Agent or any
Lender, in each case, in form and substance satisfactory to the Agent.
SECTION 4. Representations and Warranties of the Borrower. Each of Industries
and each of the Borrowers represents and warrants to the Agent and the Lenders,
as of the date of execution and delivery of this Amendment by each of Industries
and each of the Borrowers and as of the Effective Date (as hereinafter defined),
that both before and after giving effect to this Amendment:
4.1 no Default or Unmatured Default (other than any Default
or Unmatured Default waived pursuant to the terms hereof) has occurred and is
continuing or would occur after giving effect to the transactions contemplated
hereby; and
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4.2 all of the representations and warranties contained in
the Credit Agreement and in the other Loan Documents (other than those that
expressly speak only as of a different date) are true and correct before and
after giving effect to the effectiveness of this Amendment.
SECTION 5. Miscellaneous.
5.1 Effect; Ratification; Effectiveness. The amendments set
forth herein are effective solely for the purposes set forth herein and shall be
limited precisely as written, and shall not be deemed to (i) be a consent to any
amendment, consent or modification of any other term or condition of the Credit
Agreement or of any other instrument or agreement referred to therein; or (ii)
prejudice any right or remedy which the Agent or the Lenders may now have or may
have in the future under or in connection with the Credit Agreement or any other
instrument or agreement referred to therein. Each reference in the Credit
Agreement to "this Agreement", "herein", "hereof" and words of like import and
each reference in the other Loan Documents to the "Agreement" or the "Credit
Agreement" shall mean the Credit Agreement as amended hereby. This Amendment
shall be construed in connection with and as part of the Credit Agreement and
all terms, conditions, representations, warranties, covenants and agreements set
forth in the Credit Agreement and each other instrument or agreement referred to
therein, except as herein amended or waived, are hereby ratified and confirmed
and shall remain in full force and effect. This Amendment shall immediately
become effective as of the date hereof upon both (i) the receipt by the Agent of
duly executed counterparts of this Amendment from each party hereto and (ii) the
satisfaction of each of the conditions precedent contained in Section 3 hereof
(the "Effective Date").
5.2 Loan Documents. This Amendment is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.
5.3 Costs, Fees and Expenses. Industries agrees to pay all
costs, fees and expenses (including the reasonable fees and expenses of counsel
to the Agent) incurred in connection with the preparation, execution and
delivery of this Amendment as required pursuant to the Credit Agreement.
5.4 Headings Descriptive. The headings of the several
Sections and Subsections of this Amendment are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision or term
of this Amendment.
5.5 Counterparts. This Amendment may be executed in any
number of counterparts, each such counterpart constituting an original and all
of which when taken together shall constitute one and the same instrument.
5.6 Severability. Any provision contained in this Amendment
that is held to be inoperative, unenforceable or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable or invalid without
affecting the remaining provisions of this Amendment in that jurisdiction or the
operation, enforceability or validity of such provision in any other
jurisdiction.
5.7 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
ILLINOIS WITHOUT REGARD TO PRINCIPLES RELATING TO CONFLICTS OF LAW.
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5.8 WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT
OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN
CONNECTION WITH THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR ANY MATTER ARISING
HEREUNDER OR THEREUNDER.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective duly authorized officers as of the
date first written above.
SCOTSMAN GROUP INC.
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Its: Vice President
THE DELFIELD COMPANY
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Its: Vice President
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Its:
SCOTSMAN DRINK LIMITED
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Its: Director
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WHITLENGE DRINK EQUIPMENT LIMITED
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Its: Director
FRIMONT S.P.A.
By:/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Its: Director
CASTEL MAC S.P.A.
By:/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Its: Director
XXXXX INDUSTRIAL CORPORATION
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Its: Vice President
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SCOTSMAN INDUSTRIES, INC.
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Its: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Agent
By:/s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Its: Vice President
ABN AMRO BANK N.V.
By:/s/ Xxxx X. Honda
--------------------------------------
Name: Xxxx X. Honda
Its: Vice President
By:/s/ Xxxxxxx X. XxXxxxxx
--------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Its: Group Vice President and Director
BANK OF SCOTLAND
By:/s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Its: Assistant Vice President
BANK OF SCOTLAND
By:/s/ Xxxxx Xxxx Tat
--------------------------------------
Name: Xxxxx Xxxx Tat
Its: Senior Vice President
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THE SUMITOMO BANK, LTD.,
CHICAGO BRANCH
By:/s/ Xxxxxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxxxxx Xxxxxxxxx
Its: Joint General Manager
THE BANK OF TOKYO-MITSUBISHI, LTD.
By:/s/ Xxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxx
Its: Deputy General Manager
CREDIT AGRICOLE INDOSUEZ
By:/s/ Xxxxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Its: First Vice President
By:/s/ Xxxx Xxxxxx
--------------------------------------
Name: Xxxx Xxxxxx
Its: Senior Vice President
Branch Manager
DAI-ICHI KANGYO BANK, LTD.
By:/s/ Nobuyasu Fukatsu
--------------------------------------
Name: Nobuyasu Fukatsu
Its: Vice President
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FIRST AMERICAN NATIONAL BANK
By:/s/ Xxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxx
Its: Bank Officer
THE LONG-TERM CREDIT BANK
OF JAPAN, LTD.
By:/s/ Xxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxx
Its: Senior Vice President & Team Leader
LLOYDS BANK, PLC.
By:/s/ Windsor X. Xxxxxx
--------------------------------------
Name: Windsor X. Xxxxxx
Its: Director, Corporate Banking, USA
D061
By:/s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Its: Assistant Vice President
R156
MELLON BANK, N.A.
By:/s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
Its: Assistant Vice President
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FIRST HAWAIIAN BANK
By:/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Its: Vice President, Manager
THE FUJI BANK, LIMITED
By:/s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Its: Joint General Manager
THE FUJI BANK, LIMITED
LONDON BRANCH (Qualifying Lender to UK
Borrower)
By:/s/ X. Xxxxxxxxx
--------------------------------------
Name: X. Xxxxxxxxx
Its: Senior Assistant General Manager
XXXXXX TRUST AND SAVINGS BANK
By:/s/ Xxxxxxx X. XxXxxxxxx
--------------------------------------
Name: Xxxxxxx X. XxXxxxxxx
Its: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:/s/ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Its: Deputy General Manager
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COMERICA BANK
By:/s/ Xxxxxxx X. Block
--------------------------------------
Name: Xxxxxxx X. Block
Its: Vice President
SOCIETE GENERALE
By:/s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Its: Director
BANK OF NEW YORK
By:/s/ Xxxx X . Xxxxx, Xx.
--------------------------------------
Name: Xxxx X. Xxxxx, Xx.
Its: Vice President
CORESTATES BANK, N.A.
By:/s/ C. Xxxxxxx Xxxxxx
--------------------------------------
Name: C. Xxxxxxx Xxxxxx
Its: Senior Vice President
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THE NORTHERN TRUST COMPANY
By:/s/ Xxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxx
Its: Second Vice President
ROYAL BANK OF SCOTLAND, PLC.
By:/s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Its: Vice President
THE SANWA BANK, LIMITED
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Its: Vice President and Manager
SUNTRUST BANK, ATLANTA
By:/s/ Xxxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Its: Vice President
By:/s/ Xxxxx X. Dash
--------------------------------------
Name: Xxxxx X. Dash
Its: Vice President
