Exhibit 10.53
THE DERBY CYCLE CORPORATION AND OTHERS
as Borrowers and/or Guarantors
X.X. XXXXXX plc
as Arranger
THE FINANCIAL INSTITUTIONS NAMED HEREIN
as Original Banks
THE FINANCIAL INSTITUTIONS NAMED HEREIN
as Additional Banks
CHASE MANHATTAN INTERNATIONAL LIMITED
as Security Agent
CHASE MANHATTAN INTERNATIONAL LIMITED
as Facility Agent
____________________________________
AMENDMENT AGREEMENT
relating to the
REVOLVING MULTICURRENCY CREDIT FACILITY
AGREEMENT
of up to DM209, 355,403
Dated 12 May 1998
______________________________________
CONTENTS
Clause Page
1. Interpretation....................................................................................... 2
2. Amendment Of The Credit Agreement.................................................................... 3
3. Representations And Warranties....................................................................... 3
4. Conditions Precedent And Conditions Subsequent....................................................... 4
5. Undertakings......................................................................................... 5
6. Acknowledgement And Consent By Guarantors............................................................ 5
7. Fees And Costs....................................................................................... 5
8. Miscellaneous........................................................................................ 5
9. Jurisdiction......................................................................................... 6
10. Governing Law........................................................................................ 7
Schedule 1 The Borrowers................................................................................. 8
Schedule 2 Guarantors.................................................................................... 9
Schedule 3................................................................................................... 11
Part 1 Conditions Precedent Documentation.............................................................. 11
Part 2 Conditions Subsequent Documentation............................................................. 12
Schedule 4 The Original Banks............................................................................ 13
Schedule 5 The Additional Banks.......................................................................... 14
Schedule 6 Amendments To The Credit Agreement............................................................ 15
THIS AMENDMENT AGREEMENT is made the 15 March 2001
BETWEEN
(1) THE DERBY CYCLE CORPORATION, a company incorporated in Delaware, United
States of America, having its principal office at 300 First Stamford Place,
Stamford, CT069026765, U.S.A (the "Company");
(2) THE COMPANIES identified as Borrowers in Schedule 1;
(3) THE COMPANIES as identified as Guarantors in Schedule 2;
(4) X.X. XXXXXX plc (the "Arranger");
(5) THE FINANCIAL INSTITUTIONS identified as banks in Schedule 4 (the "Original
Banks");
(6) THE FINANCIAL INSTITUTIONS identified as banks in Schedule 5 (the
"Additional Banks");
(7) CHASE MANHATTAN INTERNATIONAL LIMITED (the "Facility Agent");
(8) CHASE MANHATTAN INTERNATIONAL LIMITED (the "Security Agent").
WHEREAS:
(A) By a credit agreement dated 12 May 1998 (as amended and restated on
November 22, 2000, as amended by the January Agreement and the February
Agreement, as amended by this Agreement and otherwise as amended, restated,
varied, supplemented or novated from time to time, the "Credit Agreement")
and made between each of the parties hereto (other than Deutsche Bank
London AG which has replaced San Paolo IMI SPA as an Original Bank), the
Original Banks agreed to make certain credit facilities available to the
Borrowers on the terms and conditions set out therein.
(B) In accordance with the terms of Clause 6 of the Credit Agreement, the
Obligors' Agent wishes to make a utilisation of the Facilities but is
unable to complete the Drawdown Requests because of the occurrence of the
Specified Defaults which are continuing.
(C) The Banks have agreed to waive the Specified Defaults to allow the
utilisation to take place and to allow the utilisation of the Ancillary
Facilities subject to the terms and conditions of this Agreement such that
each of the parties hereto has agreed that the Credit Agreement be amended
as set out in this Agreement.
NOW IT IS HEREBY as follows:
1. INTERPRETATION
1.1 In this Agreement:
"Collateral Account" means the blocked account of [Derby Holding Limited]
with the Facility Agent with account number 00000000.
"Effective Date" means the date on which the Facility Agent has confirmed
to the Company and the Banks that it has received satisfactory evidence
that all of the conditions precedent set out in Schedule 3 Part 1 have been
met, in each case in a form and substance satisfactory to the Facility
Agent.
"euro" means the single currency of the participating member states of the
European Union.
"February Agreement" means the amendment agreement dated 27th February,
2001 which amended certain terms of the Credit Agreement.
"January Agreement" means the amendment agreement dated 24th January, 2001
which amended certain terms of the Credit Agreement.
"Specified Defaults" means the Events of Default and the Potential Events
of Default which have been notified in writing to the Agents and the Banks
prior to the date of this Agreement.
1.2 Terms and expressions defined in the Credit Agreement shall have the same
meanings herein unless the context otherwise requires or unless otherwise
defined in this Agreement.
2. AMENDMENT OF THE CREDIT AGREEMENT
2.1 Amendment
On the Effective Date the Credit Agreement shall be amended as set out in
the Schedule 6.
2.2 Waiver
For the purposes (and only for the purposes) of (i) permitting the
utilisation by the Obligors' Agent of the Facilities referred to in Recital
B and (ii) allowing the utilisation of the Ancillary Facilties (but, in the
latter case, only for the period from the Effective Date until the next
rollover date), each of the Banks hereby agrees to waive the Specified
Defaults provided that nothing in this Clause or otherwise in this
Agreement shall prejudice the rights of the Agents or the Banks under the
Credit Agreement to take any action hereafter in relation to the Specified
Defaults. In addition, and notwithstanding anything to the contrary in this
Agreement, nothing in this Agreement shall constitute a waiver, or
prejudice the exercise by the Agent and/or the Banks, of any of the other
and/or future rights granted to the Banks under the Credit Agreement.
3. REPRESENTATIONS AND WARRANTIES
Each Obligor hereby represents and warrants to the Agents and the Banks
that:
3.1 after the Effective Date there will exist no Event of Default or Potential
Event of Default under the Credit Agreement other than the Specified
Defaults;
3.2 after the Effective Date all representations and warranties contained in
the Credit Agreement and the other Finance Documents are true, correct and
complete in all
material respects on and as at the date hereof except to the extent that
(i) such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as at such earlier date and (ii) such representations and
warranties are breached by the Specified Defaults;
3.3 after the Effective Date each Obligor has performed all agreements to be
performed on its part as set out in the Credit Agreement;
3.4 each Obligor is duly organised and validly existing under the laws of the
jurisdiction of its organisation and has all necessary power and authority
to execute and deliver this Agreement and to perform the transactions
contemplated hereby;
3.5 neither the execution and delivery of this Agreement, nor the performance
of the transactions contemplated hereby, violates or will violate (i) any
law, regulation, decree or other legal restriction applicable to any
Obligor; (ii) the charters, by-laws or other constitutional documents of
any Obligor; or (iii) any instrument or agreement to which any Obligor or
any of its assets is subject or by which it is bound;
3.6 there is no legal requirement of any governmental authority (including any
requirement to make any declaration, filing or registration or to obtain
any consent, approval, licence or order) which is necessary to be met by
the Company or any other Obligor in connection with its execution, delivery
or performance of this Agreement;
3.7 this Agreement has been duly authorised, executed and delivered by each of
the Obligors and this Agreement, the Credit Agreement and the other Finance
Documents to which any Obligor is a party, constitute the legal, valid and
binding obligations of such Obligor; and
3.8 all information provided to the Facility Agent in connection with this
Agreement (including, without limitation, the weekly cashflow forecasts to
be provided under the terms of Clause 5.1) was or will be as at the time it
was given, true, in all respects (save for minor typographical errors) (or,
in the case of information provided by any Person other than the Company or
its advisers, as far as the board of directors is aware, was true to the
best of its knowledge or belief at the date supplied) and each Obligor
represents that no circumstances have arisen, or any event has occurred
between the date when such information was provided to the Facility Agent
and the date hereof which would render such information to be untrue,
inaccurate or incomplete in any respect.
4. CONDITIONS PRECEDENT AND CONDITIONS SUBSEQUENT
4.1 Without prejudice to the generality of Clause 2, the obligations of each
Finance Party to the Company and the Borrowers under the Credit Agreement
in relation to the Facilities are subject to the fulfilment of all
conditions precedent set out in Schedule 3, Part 1 hereof.
4.2 The Company and the Borrowers undertake that the conditions subsequent set
out in paragraph 1 of Schedule 3, Part 2 shall be completed within 30 days
from the date of this Agreement.
5. UNDERTAKINGS
5.1 Notwithstanding anything to the contrary in the Credit Agreement, the
Company, on its own behalf and on behalf of each Obligor, undertakes to the
Agent and each of the Banks that, to the extent that, on the last Business
Day of each week, there are cash balances in the Group of more than an
amount agreed between the Company and the Agent from time to time (the
"Maximum Amount"), the Company shall pay any excess over the Maximum Amount
into the Collateral Account unless (i) in the case of the period from the
date of this Agreement until 11/th/ May, 2001, the weekly cashflow forecast
of the Group for the following eight week period shows that such payment
would result in the cash balances of the Group being reduced below the
Maximum Amount during such eight week period period or (ii) in the case of
any period from 11/th/ May, 2001 onwards, the weekly cashflow forecast of
the Group for the following four week period shows that such payment would
result in the cash balances of the Group being reduced below the Maximum
Amount during such four week period period (in each case such forecast to
be delivered to the Agent within five Business Days of the last Business
Day of the week on which such forecast was due).
5.2 By its execution of this Agreement, [Derby Holding Limited] hereby
irrevocably and unconditionally acknowledges that the Collateral Account is
blocked and authorises the Facility Agent without any further authority
from [Derby Holding Limited] to use the balance of the Collateral Account
from time to time to prepay the Facilities in accordance with the terms of
Clause 11.14 of the Credit Agreement provided that (and notwithstanding
anything to the contrary in Clause 11.14) the Company hereby agrees that
any amounts to be prepaid in accordance with Clause 11.14 shall, to the
extent legally possible and otherwise to the maximum extent permitted under
the Credit Agreement, be used first in prepayment of all amounts
outstanding to the Banks from Borrowers other than Gazelle and, only once
such amounts have been fully repaid, in prepayment of all amounts
outstanding to the Banks from Gazelle but, in each case, only on a rollover
date and without premium or penalty.
5.3 To the extent that there is a balance held on the Collateral Account from
time to time prior to each rollover date, the Facility Agent agrees that it
will pay interest on the balance from time to time at the rate offered to
the Facility Agent by leading banks in the London interbank market for
deposits of a similar amount and currency, such interest to be added to the
balance of the Collateral Account and used to prepay the Facilities as
described in Clause 5.2.
6. ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each of the Guarantors hereby acknowledges that it has read this Agreement
and consents to the terms hereof and further hereby confirms and agrees
that, notwithstanding the effectiveness of this Agreement, the obligations
of such Guarantor
under its respective Guarantee shall not be impaired or affected and such
Guarantee is and shall continue to be in full force and effect and is
hereby confirmed and ratified in all respects.
7. FEES AND COSTS
The Company shall reimburse the Agents and the Banks for all costs and
expenses (including legal fees incurred by both DLA and Xxxxxxxx Chance and
fees incurred by KPMG in connection with their role as professional
advisers to the Agents and the Banks) properly incurred by them and their
professional advisers in considering the position of the Group under the
Credit Agreement.
8. MISCELLANEOUS
8.1 Counterparts
This Agreement 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 an original, but all such
counterparts together shall constitute but one and the same instrument;
8.2 Signature pages may be detached from multiple separate counterparts and
attached to a single document so that all signature pages are physically
attached to the same document.
8.3 Contracts (Rights of Third Parties) Act
A person who is not a party to this Agreement shall have no right under the
Contracts (Rights of Third Parties) Xxx 0000 to enforce any of its terms.
8.4 Finance Documents
The Facility Agent hereby notifies the Company in accordance with the terms
of the Credit Agreement that this Agreement shall be a Finance Document for
the purposes of the Credit Agreement.
9. JURISDICTION
9.1 Courts of England
For the benefit of each Finance Party, each of the Obligors agree that the
courts of England have jurisdiction to hear and settle any action, suit,
proceeding or dispute in connection with this Agreement or any of the other
Senior Finance Documents and therefore irrevocably submits to the
jurisdiction of those courts.
9.2 Non-exclusivity
The submission to the jurisdiction of the English courts does not restrict
the right of a Finance Party to take proceedings against an Obligor in
connection with this Agreement or any of the other Senior Finance Documents
in any other court of competent jurisdiction, whether concurrently or not.
9.3 Service of process agent
(a) In addition to any other appropriate method of service, each of the
Non-UK Obligors irrevocably agrees that any suit, action or proceeding
may be served on it by being delivered to Derby Holding Limited at 00
Xxxxxxx Xxxx, Xxxxxxxxxx, XX0 0XX, Xxxxxxx or its registered office
and confirms that it has appointed the Company as its agent for such
purpose.
(b) Each of the Non-UK Obligors confirms that failure by its process agent
to notify it of receipt of any process will not invalidate the
proceedings to which it relates.
(c) If the appointment of a process agent ceases to be effective, the
relevant Non-UK Obligor shall immediately appoint a further Person in
England as its process agent in respect of this Agreement and each of
the other Senior Finance Documents and notify the Facility Agent of
such appointment. If such a Person is not appointed within 15 days of
such notification the Facility Agent shall be entitled to appoint such
a Person.
9.4 Non-convenience of forum
Each of the Non-UK Obligors confirms that the English courts are not an
inconvenient forum and irrevocably waives any right it may have to object
to them on the grounds of inconvenience or otherwise.
10. GOVERNING LAW
This Agreement is governed by and shall be construed in accordance with
English Law.
THE PARTIES have entered into this Agreement on the date stated at the
beginning.
SCHEDULE 1
The Borrowers
Name Jurisdiction Of Incorporation
Raleigh Industries Limited England And Wales
Derby Cycle Corporation Limited (formerly England and Wales
Sturmey-Xxxxxx Limited)
Derby Holding (Deutschland) GmbH Germany
Koninklijke Gazelle B.V. Netherlands
Raleigh Industries of Canada Limited Canada
Raleigh Europe B.V. Netherlands
Raleigh B.V. Netherlands
Xxxxxxxxx Xxxxxx Bike Parts GmbH Germany
Xxxxxx-Xxxxxxx GmbH Germany
Derby Holding Limited England and Wales
Raleigh Fahrrader GmbH Germany
Derby Cycle Werke GmbH Germany
Raleigh International Limited England and Wales
Curragh Finance Company Ireland
Raleigh Ireland Limited Ireland
Derby Holding BV Netherlands
SCHEDULE 2
Guarantors
Name Jurisdiction of Incorporation
Derby Holding Limited England and Wales
Raleigh Industries Limited England and Wales
Raleigh International Limited England and Wales
Derby Cycle Corporation Limited (formerly England and Wales
Sturmey-Xxxxxx Limited)
Raleigh Industries of Canada Limited Canada
The Derby Cycle Corporation The United States of America
Raleigh BV Netherlands
Raleigh Europe BV Netherlands
Koninklijke Gazelle BV Netherlands
Derby Nederland BV Netherlands
Derby Holding BV Netherlands
Lyon Investments BV Netherlands
Derby Holding (Deutschland) GmbH Germany
Raleigh Fahrrader GmbH Germany
NW Sportger te GmbH Germany
Derby Cycle Werke GmbH Germany
Xxxxxxxxx Xxxxxx Bike Parts GmbH Germany
Univega Worldwide Licence GmbH Germany
Univega Beteiligungen GmbH Germany
Univega Bikes & Sports Europe GmbH (formerly Germany
MS Sport Vertriebs GmbH)
Derby Fahrrader GmbH Germany
Derby XX Xxxx gensverwaltungs GmbH Germany
Xxxxxx-Xxxxxxx GmbH Germany
Name Jurisdiction of Incorporation
Curragh Finance Company Ireland
Raleigh Ireland Limited Ireland
The British Cycle Corporation Limited England and Wales
Raleigh (Services) Limited England and Wales
Triumph Cycle Company Limited England and Wales
BSA Cycles Limited England and Wales
Derby Sweden AB Sweden
Xxxxxxxx.xxx, Inc. The United States of America
SCHEDULE 3
Part 1
Conditions Precedent Documentation
1. RESOLUTIONS
A copy of the resolutions of the Board of the Company certified by the
Secretary (or appropriately authorised person) of the Company approving
this Agreement and the terms of the Credit Agreement as amended pursuant
hereto and authorising the execution and delivery of this Agreement and any
other communications or documents to be delivered by the Company hereunder
and thereunder and confirming that the authority granted by each of the
Obligors to the Company as set out in Clause 2.3(c) of the Credit Agreement
has not been rescinded, amended or otherwise waived.
2. MISCELLANEOUS
2.1 An executed copy of this Agreement.
2.2 A letter from the Company detailing the Specified Defaults.
2.3 Evidence that all costs and expenses (including legal fees incurred by both
DLA and Xxxxxxxx Chance and fees incurred by KPMG in connection with their
role as professional advisers to the Agents and the Banks) properly
incurred by the Agents and the Banks and their professional advisers in
considering the position of the Group under the Credit Agreement have been
paid.
Part 2
Conditions Subsequent Documentation
1. A copy of the resolutions of the Board (or, as appropriate, the equivalent
in jurisdictions other than England and Wales) of each Obligor (other than
the Company) certified by the Secretary thereof (or appropriately
authorised person) of such Obligor approving this Agreement and the terms
of the Credit Agreement as amended pursuant hereto and authorising the
execution and delivery of this Agreement and any other communications or
documents to be delivered by such Obligor hereunder and thereunder and
confirming that the authority granted by each of the Obligors to the
Company as set out in Clause 2.3(c) of the Credit Agreement has not been
rescinded, amended or otherwise waived.
SCHEDULE 4
The Original Banks
Name
ABN Amro Bank N.V.
BHF - Bank AG
BNP Paribas
Deutsche Bank AG, London
Dresdner Bank AG, New York and Grand Cayman branch
HSBC Bank plc
KBC Bank (Nederland) NV
Lloyds TSB Bank Plc
Oldenburgische Landesbank AG
Scotiabank Europe plc
The Bank of Nova Scotia
The Chase Manhattan Bank
The Governor and Company of the Bank of Scotland
The Governor and Company of the Bank of Ireland
The Industrial Bank of Japan, Limited
The Sumitomo Bank, Limited
SCHEDULE 5
The Additional Banks
Name
ABN Amro Bank N.V.
BNP Paribas
HSBC Bank plc
KBC Bank (Nederland) NV
Lloyds TSB Bank Plc
The Chase Manhattan Bank
SCHEDULE 6
Amendments to the credit agreement
(1) Replace the first part of Clause 23.1 (Guarantee) with the following:
"In consideration of the Finance Parties entering into this Agreement and/or
becoming party to this Agreement pursuant to a Novation Certificate and/or
(in the case of the Banks) participating in any Utilisation, each Guarantor
hereby irrevocably and unconditionally and jointly and severally to the
extent permitted under applicable law (which in the case of any Guarantor
incorporated in the Netherlands shall include limitations pursuant to
Section 7 of Book 2 of the Dutch Civil Code and the general Dutch law
principles of corporate benefit):".
The Company
THE DERBY CYCLE CORPORATION
By: \s\ XXXXX XXXXXXX
The Borrowers
RALEIGH INDUSTRIES LIMITED
By: \s\ XXXXX XXXXXXX
THE DERBY CYCLE CORPORATION LIMITED
By: \s\ XXXXX XXXXXXX
DERBY HOLDING (DEUTSCHLAND) GMBH
By: \s\ XXXXX XXXXXXX
KONINKLIJKE GAZELLE BV
By: \s\ XXXXX XXXXXXX
RALEIGH INDUSTRIES OF CANADA LIMITED
By: \s\ XXXXX XXXXXXX
RALEIGH EUROPE B.V.
By: \s\ XXXXX XXXXXXX
RALEIGH B.V.
By: \s\ XXXXX XXXXXXX
XXXXXXXXX XXXXXX BIKE PARTS GMBH
By: \s\ XXXXX XXXXXXX
XXXXXX-XXXXXXX GMBH
By: \s\ XXXXX XXXXXXX
DERBY HOLDING LIMITED
By: \s\ XXXXX XXXXXXX
RALEIGH FAHRRADER GMBH
By: \s\ XXXXX XXXXXXX
DERBY CYCLE WERKE GMBH
By: \s\ XXXXX XXXXXXX
RALEIGH INTERNATIONAL LIMITED
By: \s\ XXXXX XXXXXXX
CURRAGH FINANCE COMPANY
By: \s\ XXXXX XXXXXXX
RALEIGH IRELAND LIMITED
By: \s\ XXXXX XXXXXXX
DERBY HOLDING BV
By: \s\ XXXXX XXXXXXX
The Guarantors
DERBY HOLDING LIMITED
By: \s\ XXXXX XXXXXXX
RALEIGH INDUSTRIES LIMITED
By: \s\ XXXXX XXXXXXX
RALEIGH INTERNATIONAL LIMITED
By: \s\ XXXXX XXXXXXX
DERBY CYCLE CORPORATION LIMITED
By: \s\ XXXXX XXXXXXX
RALEIGH INDUSTRIES OF CANADA LIMITED
By: \s\ XXXXX XXXXXXX
THE DERBY CYCLE CORPORATION
By: \s\ XXXXX XXXXXXX
RALEIGH BV
By: \s\ XXXXX XXXXXXX
RALEIGH EUROPE BV
By: \s\ XXXXX XXXXXXX
KONINKLIJKE GAZELLE BV
By: \s\ XXXXX XXXXXXX
DERBY NEDERLAND BV
By: \s\ XXXXX XXXXXXX
DERBY HOLDING BV
By: \s\ XXXXX XXXXXXX
LYON INVESTMENTS BV
By: \s\ XXXXX XXXXXXX
DERBY HOLDING (DEUTSCHLAND) GMBH
By: \s\ XXXXX XXXXXXX
RALEIGH FAHRRADER GMBH
By: \s\ XXXXX XXXXXXX
NW SPORTGERATE GMBH
By: \s\ XXXXX XXXXXXX
DERBY CYCLE WERKE GMBH
By: \s\ XXXXX XXXXXXX
XXXXXXXXX XXXXXX BIKE PARTS GMBH
By: \s\ XXXXX XXXXXXX
UNIVEGA WORLDWIDE LICENCE GMBH
By: \s\ XXXXX XXXXXXX
UNIVEGA BETEILIGUNGEN GMBH
By: \s\ XXXXX XXXXXXX
UNIVEGA BIKES & SPORTS EUROPE GMBH
(formerly MS SPORT VERTRIEBS GMBH)
By: \s\ XXXXX XXXXXXX
DERBY FAHRRADER GMBH
By: \s\ XXXXX XXXXXXX
DERBY WS VERMOGENSVERWALTUNGS GMBH
By: \s\ XXXXX XXXXXXX
XXXXXX-XXXXXXX GMBH
By: \s\ XXXXX XXXXXXX
CURRAGH FINANCE COMPANY
By: \s\ XXXXX XXXXXXX
RALEIGH IRELAND LIMITED
By: \s\ XXXXX XXXXXXX
TRIUMPH CYCLE CO. LIMITED
By: \s\ XXXXX XXXXXXX
XXXXXXXX.XXX, INC.
By: \s\ XXXXX XXXXXXX
DERBY SWEDEN AB
By: \s\ XXXXX XXXXXXX
RALEIGH (SERVICES) LIMITED
By: \s\ XXXXX XXXXXXX
THE BRITISH CYCLE CORPORATION
By: \s\ XXXXX XXXXXXX
BSA CYCLES LIMITED
By: \s\ XXXXX XXXXXXX
The Arranger
X.X. XXXXXX PLC
By: \s\ XXXXX XXXXXXX
The Original Banks
ABN Amro Bank N.V.
By: \s\ XXXXXXX X. XXXXX XXXXXX POOL
BHF - Bank AG
By: \s\ X. XXXXXXXX X. XXXXXXX
BNP Paribas
By: \s\ T.C.M. XXXXXXX X.X.X. NIESSEN
DEUTSCHE BANK AG, LONDON
By: \s\ S. XXXXXX XXXXXXX X. XXXXXXXX
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCH
By: \s\ XXXXXXXXX X. XXXXXXXX XXXXX X. XXXXXXXXX
HSBC BANK PLC
By: \s\ X. XXXXXXX
KBC BANK (NEDERLAND) NV
By: \s\ N. WAAIJEN X.X. XXXXXX
LLOYDS TSB BANK PLC
By: \s\ M.E. CATTERMOLE
OLDENBURGISCHE LANDESBANK AG
By: \s\ XXXXX XXXXXX XXXXX XXXXXXX
Scotiabank Europe plc
By: \s\ X.X. XXXXXXX
THE BANK OF NOVA SCOTIA
By: \s\ X.X. XXXXXXX
THE XXXXX MANHATTAN BANK
By: \s\ X.X. XXX
For
The Governor and Company of the Bank of Scotland
By: \s\ XXXXXXX XXXXXX
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By: \s\ X. XXXXXXX XXXXX XXXXX
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: \s\ XXXXXXXX XXXX
THE SUMITOMO BANK, LIMITED
By: \s\ XXXXXXX XXXXXX
The Additional Banks
ABN Amro Bank N.V.
By: \s\ XXXXXXX X. XXXXX XXXXXX POOL
BNP Paribas
By: \s\ T.C.M. XXXXXXX X.X.X. NIESSEN
HSBC BANK PLC
By: \s\ X. XXXXXXX
KBC Bank (Nederland) NV
By: \s\ N. WAAIJEN X.X. XXXXXX
LLOYDS TSB BANK PLC
By: \s\ M.E. CATTERMOLE
The Chase Manhattan Bank
By: \s\ X.X. XXX
The Security Agent
CHASE MANHATTAN INTERNATIONAL LIMITED
By: \s\ XXXXX XXXXXXX
The Facility Agent
CHASE MANHATTAN INTERNATIONAL LIMITED
By: \s\ XXXXX XXXXXXX
