EXHIBIT 10.B.1
SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT dated as of March 28, 2002 TO FIFTH AMENDED AND
RESTATED CREDIT AGREEMENT (this "Second Amendment"), is by and among EL PASO
ENERGY PARTNERS, L.P., a Delaware limited partnership (formerly known AS
LEVIATHAN GAS PIPELINE PARTNERS, L.P., the "Borrower"), EL PASO ENERGY PARTNERS
FINANCE CORPORATION, a Delaware corporation (formerly known as LEVIATHAN FINANCE
CORPORATION, the "Co-Borrower"), CREDIT LYONNAIS NEW YORK BRANCH and FIRST UNION
NATIONAL BANK, as Co-Syndication Agents, FLEET NATIONAL BANK and FORTIS CAPITAL
CORP., as Co-Documentation Agents, JPMORGAN CHASE BANK, a New York banking
corporation formerly known as The Chase Manhattan Bank, as Administrative Agent,
and the several banks and other financial institutions signatories hereto, and
shall amend the FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March
23, 1995, as amended and restated through May 16, 2001, as amended by that
certain First Amendment to Fifth Amended and Restated Credit Agreement dated as
of October 10, 2001 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Credit Agreement"), among the Borrower, the Co-Borrower, the
several banks and other financial institutions (the "Lenders") parties thereto,
Credit Lyonnais New York Branch and First Union National Bank, as Co-Syndication
Agents, Fleet National Bank and Fortis Capital Corp., as Co-Documentation Agents
and The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders. Unless otherwise defined herein, capitalized terms used
herein shall have the respective meanings assigned to them in the Credit
Agreement and the other Loan Documents (as defined in the Credit Agreement).
WHEREAS, the Borrower desires to create additional wholly-owned
Unrestricted Subsidiaries (as defined in the Credit Agreement) to be used in
connection with the acquisition of pipeline and transmission assets located in
Texas and New Mexico;
WHEREAS, the Borrower desires to form a Joint Venture for the
construction and financing of a Moses-type floating tension leg platform to be
located in the Gulf of Mexico;
WHEREAS, in connection with the acquisition of the Texas and New Mexico
pipeline and transmission assets, the Borrower desires to contribute, or cause
to be contributed, the assets of Argo, the current owner of the existing tension
leg platform located in the Gulf of Mexico, to or on behalf of a newly formed
Unrestricted Subsidiary wholly owned by Green Canyon as part of the Texas and
New Mexico pipeline and transmission asset acquisition;
WHEREAS, the Borrower desires to fund future additional investments in
such Unrestricted Subsidiaries and the Joint Venture;
WHEREAS, the Borrower desires to correct and clarify certain other
matters related to the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders modify and amend
the Credit Agreement as more fully described herein;
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WHEREAS, the Lenders are willing to agree to the amendments being
requested by the Borrower, but only on the terms and subject to the conditions
set forth in this Second Amendment; and
WHEREAS, each of the signatories hereto is a party to the Credit
Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Administrative Agent, the Lenders and each of
the other signatories hereto hereby agree as follows:
1. Amendments. The Credit Agreement is hereby amended as follows:
(a) Amendments to Section 1.1
(i) The following definitions are hereby added to Section 1.1 of
the Credit Agreement where alphabetically appropriate:
"EPN NGL": EPN NGL Storage, L.L.C., a Delaware limited
liability company, formerly known as Crystal Properties and Trading
Company, L.L.C.
"Gateway": Deepwater Gateway L.L.C., a Delaware limited
liability company and a Joint Venture created by the Borrower and
one or more Persons that are not Affiliates of the Borrower to
initially develop and construct the ▇▇▇▇▇ ▇▇▇▇ Platform by, among
other things, building and constructing platforms located in, and
providing related services with respect to, the ▇▇▇▇▇ ▇▇▇▇ Field.
"▇▇▇▇▇ ▇▇▇▇ Clawback": the "clawback" and similar obligations
incurred by the Borrower and any Restricted Subsidiary under the
▇▇▇▇▇ ▇▇▇▇ Financing Documents in an aggregate amount not to exceed
$30,000,000 at any one time outstanding.
"▇▇▇▇▇ ▇▇▇▇ Financing": the loans made to Gateway under the
▇▇▇▇▇ ▇▇▇▇ Financing Documents.
"▇▇▇▇▇ ▇▇▇▇ Financing Documents": (i) the Credit Agreement to
be entered into among Gateway, as Borrower, JPMorgan Chase Bank,
individually and as Administrative Agent, and the lenders party
thereto and (ii) the other financing documents (as identified
therein); in the case of (i) and (ii) above, as amended, restated,
renewed, replaced or otherwise modified from time to time.
"▇▇▇▇▇ ▇▇▇▇ Field": the oil and gas property known as the
"▇▇▇▇▇ ▇▇▇▇ Field" located offshore Louisiana, in the Gulf of Mexico
Outer Continental Shelf, including Green Canyon Blocks 474, 518-520,
562-564, 606-608, 652, and 830.
"▇▇▇▇▇ ▇▇▇▇ Platform": the construction, installation and
ownership by Gateway of a Moses-type four-column tension leg
platform floating hull facility,
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pipelines, processing facilities, and appurtenances in connection
with the development of the ▇▇▇▇▇ ▇▇▇▇ Field.
"Second Amendment": the Second Amendment to Fifth Amended and
Restated Credit Agreement dated as of March 28, 2002 among the
Borrower, the Co-Borrower, the Lenders parties thereto, Credit
Lyonnais New York Branch and First Union National Bank, as
Co-Syndication Agents, Fleet National Bank and Fortis Capital Corp.,
as Co-Documentation Agents and JPMorgan Chase Bank, a New York
banking corporation, as Administrative Agent for the Lenders
"Texas Pipeline Acquisition": the acquisition by newly formed
Unrestricted Subsidiaries, which are wholly owned (directly or
indirectly) by Green Canyon, of certain pipelines, transmission
facilities, processing facilities, and storage facilities located in
Texas and New Mexico from Subsidiaries of El Paso for consideration
up to an aggregate amount of $750,000,000.
"Texas Pipeline Financing Documents": (i) the Credit Agreement
to be entered into among an Unrestricted Subsidiary wholly owned
(directly or indirectly) by Green Canyon, as Borrower, JPMorgan
Chase Bank, individually and as Administrative Agent, and the
lenders party thereto and (ii) the other Loan Documents (as defined
therein); in the case of (i) and (ii) above, as amended, restated,
renewed, replaced or otherwise modified from time to time.
"Texas Pipeline Unrestricted Subsidiaries": The Unrestricted
Subsidiaries formed or acquired and wholly owned (directly or
indirectly) by Green Canyon to consummate the Texas Pipeline
Acquisition.
(ii) The following definitions in Section 1.1 of the Credit
Agreement are hereby amended and restated in their entirety as follows:
"Argo": Argo, L.L.C., a Delaware limited liability company,
originally designated as an Unrestricted Subsidiary and redesignated
as a Restricted Subsidiary effective as of April 2, 2002.
"Argo I" Argo I, L.L.C., a Delaware limited liability company,
originally designated as an Unrestricted Subsidiary and redesignated
as a Restricted Subsidiary effective as of April 2, 2002.
"Chase": JPMorgan Chase Bank, formerly known as The Chase
Manhattan Bank.
"▇▇▇▇▇ Bank": ▇▇▇▇▇ Bank Gathering Company, L.L.C., a Delaware
limited liability company, which has been subsequently merged into
Flextrend.
"Intercreditor Agreement": the Intercreditor Agreement to be
entered into in connection with the ▇▇▇▇▇ ▇▇▇▇ Financing, between
the Administrative Agent, for the benefit of the Lenders, and the
administrative agent for the lenders in
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connection with the ▇▇▇▇▇ ▇▇▇▇ Financing, and acknowledged by the
Borrower, substantially in the form of the Intercreditor Agreement
dated as of June 30, 2000, between The Chase Manhattan Bank, as EPLP
Administrative Agent and The Chase Manhattan Bank, as Argo
Administrative Agent, which Intercreditor Agreement will provide the
pari passu Liens on the Collateral as described in subsection
8.3(i), as amended, modified and supplemented from time to time.
"Joint Venture": any Person in which the Borrower and/or its
Subsidiaries hold more than 5% but less than a majority of the
equity interests, and which does not constitute a Subsidiary of the
Borrower, whether direct or indirect; provided that Gateway and its
Subsidiaries shall be deemed a Joint Venture for purpose of the Loan
Documents unless any such Person becomes a Subsidiary in accordance
with the definition thereof and the Borrower designates such Person
as a Subsidiary.
"Restricted Subsidiary": any Subsidiary of the Borrower other
than an Unrestricted Subsidiary. Subject to the right to redesignate
certain Restricted Subsidiaries as Unrestricted Subsidiaries in
accordance with the definition of "Unrestricted Subsidiary", all of
the Subsidiaries of the Borrower as of April 2, 2002 other than the
Texas Pipeline Unrestricted Subsidiaries are Restricted
Subsidiaries. Notwithstanding the foregoing, any Subsidiary which
guarantees the Senior Subordinated Notes shall be a Restricted
Subsidiary. Any Subsidiary designated as an Unrestricted Subsidiary
may be redesignated as a Restricted Subsidiary with the consent of
the Required Lenders as long as, after giving effect thereto, no
Default or Event of Default has occurred and is continuing and the
Borrower would be in pro forma compliance with the covenants set
forth in Section 8.1 after giving effect thereto.
"Subsidiary Guarantors": collectively, Argo, Argo I, Argo II,
Crystal Holding, Delos, EP Deepwater, EP Operating, EP Transport,
EPN NGL, First Reserve, Flextrend, Green Canyon, Hattiesburg Sales,
Hattiesburg Storage, Manta Ray, Petal Gas Storage, Poseidon, VK
Deepwater, VK Main Pass, each other Restricted Subsidiary and any
other Subsidiary of the Borrower which, from time to time, may
become party to the Subsidiaries Guarantee. Notwithstanding anything
to the contrary in the Loan Documents, El Paso Energy Partners
Finance Corporation shall be the Co-Borrower and not a Subsidiary
Guarantor.
"Unrestricted Subsidiary": any Subsidiary of the Borrower (a)
which becomes a Subsidiary of the Borrower after the date hereof
and, at the time it becomes a Subsidiary, is designated as an
Unrestricted Subsidiary, in each case pursuant to a written notice
from the Borrower to the Administrative Agent, (b) which has not
acquired any assets (other than cash made available pursuant to this
Agreement or as permitted by subsection 8.8(h) for the Texas
Pipeline Unrestricted Subsidiaries) from the Borrower or any
Restricted Subsidiary, (c) which has no Indebtedness, Guarantee
Obligations or other obligations other than Non-Recourse Obligations
and (d) which has not guaranteed the Senior Subordinated Notes. Any
Subsidiary designated as a Restricted Subsidiary may
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be redesignated as an Unrestricted Subsidiary with the consent of
the Required Lenders as long as, after giving effect thereto, no
Default or Event of Default has occurred and is continuing and the
Borrower would be in pro forma compliance with the financial
covenants in Section 8.1 after giving effect thereto.
Notwithstanding the foregoing, the Texas Pipeline Unrestricted
Subsidiaries shall be deemed to be Unrestricted Subsidiaries unless
redesignated as Restricted Subsidiaries in accordance with this
Agreement.
(iii) The following definitions in Section 1.1 of the Credit
Agreement are hereby deleted in their entirety:
"Argo Clawback"
"Argo Financing"
"Argo Financing Documents"
"Argo Unrestricted Subsidiaries"
"Crystal Trading"
"Prince Project"
"Viosca ▇▇▇▇▇"
(b) Amendments to Section 4.13
(i) Section 4.13(b) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
(b) ▇▇▇▇▇ ▇▇▇▇ Financing Transactions.
(i) the contribution by the Borrower and the Restricted
Subsidiaries to Gateway of up to $60,000,000, in the aggregate, of
cash and other assets related to the ▇▇▇▇▇ ▇▇▇▇ Platform;
(ii) the pledge by the Borrower and the Restricted Subsidiaries of
their equity interests in Gateway to secure Indebtedness of
Gateway; and
(iii) the incurrence by the Borrower of the ▇▇▇▇▇ ▇▇▇▇ Clawback,
and the securing of the ▇▇▇▇▇ ▇▇▇▇ Clawback obligations by the
collateral on a pari passu basis with the Obligations, subject to
the Intercreditor Agreement.
(ii) Section 4.13 of the Credit Agreement is hereby further amended
by adding new subsections (d) and (e) as follows:
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(d) Texas Pipeline Acquisition Transactions
(i) the creation of the Texas Pipeline Unrestricted Subsidiaries
with an initial contribution by the Borrower and the Restricted
Subsidiaries to such Texas Pipeline Unrestricted Subsidiaries (or
on their behalf to El Paso or its Subsidiaries) of up to
$200,000,000 in the aggregate, of which $105,000,000 will be in
cash and $95,000,000 will be in the form of the Borrower's indirect
ownership in Argo's assets for the purpose of consummating the
Texas Pipeline Acquisition;
(ii) additional investments or loans in or to the Texas Pipeline
Unrestricted Subsidiaries in an amount equal to the Indebtedness
permitted by Section 8.2(i) and 100% of the net proceeds of any
equity issued by the Borrower or its Restricted Subsidiaries used
to fund prepayments under the Texas Pipeline Financing Documents;
and
(iii) the sale and transfer by Flextrend of its 9% overriding
royalty interest in the Prince Field to Argo.
(c) Amendments to Section 5.15Section 5.15 of the Credit Agreement is
hereby amended and restated in its entirety as follows:
The Persons set forth on Schedule 5.15 constitute all of the
Subsidiaries of the Borrower, and all Joint Ventures in which the
Borrower owns any interest, as of the Closing Date, and the
percentage of the equity interests owned by the Borrower in each
such Person as of such date. The Persons set forth on Schedule
5.15A attached to the Second Amendment constitute all of the
Subsidiaries of the Borrower and all Joint Ventures in which the
Borrower owns any interest, after giving effect to the Texas
Pipeline Acquisition. The Persons set forth on Schedule 5.15B
attached to the Second Amendment constitute all of the Subsidiaries
of the Borrower and all Joint Ventures in which the Borrower owns
any interest, after giving effect to the Reorganization
Transactions (as defined and permitted in the Texas Pipeline
Financing Documents). Except for the Texas Pipeline Unrestricted
Subsidiaries, each of the Subsidiaries listed on Schedule 5.15A and
Schedule 5.15B is as of April 2, 2002 a Restricted Subsidiary.
(d) Amendment to Article VII The introduction to Article VII of the
Credit Agreement is hereby amended and restated in its entirety as follows:
The Borrower hereby agrees that, so long as the Revolving
Credit Commitments remain in effect, any Revolving Credit Note or
any Letter of Credit remains outstanding and unpaid or any other
amount is owing to any Lender or the Administrative Agent
hereunder, the Borrower shall and (except in the case of delivery
of financial information, reports, and notices) shall cause each of
its Restricted Subsidiaries and, with respect to Section 7.11, each
of its Unrestricted Subsidiaries to:
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(e) Amendment to Section 7.10 Section 7.10(c) of the Credit Agreement
is hereby amended and restated in its entirety as follows:
(c) Notwithstanding anything to the contrary in any Loan Document,
neither the Borrower nor any Restricted Subsidiary shall be
obligated to (a) pledge under the Loan Documents any of its equity
interest in any Joint Venture if such pledge is prohibited by any
Contractual Obligation or to the extent such equity interest is
pledged to another Person in accordance with subsection 8.3(h), (b)
pledge under the Loan Documents any of its real property or (c)
pledge under the Loan Documents any Capital Stock in any Texas
Pipeline Unrestricted Subsidiary to the extent such Capital Stock
is pledged to another Person in accordance with subsection 8.3(m).
(f) Amendment to Section 7.11 Section 7.11(c) of the Credit Agreement
is hereby amended and restated in its entirety as follows:
(c) Notwithstanding any provision of the Loan Documents to the
contrary (i) the Borrower and the Restricted Subsidiaries may incur
Guarantee Obligations supporting obligations of Gateway that were
assumed by it from Delos in connection with its formation, such
Guarantee Obligations not to exceed $10,000,000 and (ii) the
Borrower and the Restricted Subsidiaries may incur Guarantee
Obligations (including Guarantee Obligations of which any lenders
under the ▇▇▇▇▇ ▇▇▇▇ Financing Documents are the beneficiaries)
consisting of guarantees of performance obligations of Unrestricted
Subsidiaries as long as such guarantees do not constitute
guarantees of payment.
(g) Amendment to Section 8.2 Section 8.2 is hereby amended as follows:
(i) the word "and" is deleted from the end of subsection (g)
thereof;
(ii) the period at the end of subsection (h) thereof is replaced
with semicolon followed by the word "and"; and
(iii) the following subsection (i) is added at the end of such
section:
(i) other Indebtedness issued by the Borrower or its
Restricted Subsidiaries in an aggregate amount up to
$575,000,000, the proceeds of which shall be used to fund
prepayments under the Texas Pipeline Financing Documents.
(h) Amendments to Section 8.3
(i) Section 8.3(h) of the Credit Agreement is hereby amended
and restated in its entirety as follows:
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(h) the Borrower and its Restricted Subsidiaries may pledge on
a non-recourse basis their equity interest in Gateway to
secure Indebtedness of Gateway under the ▇▇▇▇▇ ▇▇▇▇ Financing
Documents;
(ii) Section 8.3 of the Credit Agreement is hereby further amended
as follows:
(A) the word "and" is deleted from the end of subsection (k)
thereof;
(B) the period at the end of subsection (l) thereof is
replaced with semicolon followed by the word "and"; and
(C) the following subsection (m) is added at the end of such
section:
(m) the Borrower and its Restricted Subsidiaries may pledge on
a non recourse basis their Capital Stock in any or all of the
Texas Pipeline Unrestricted Subsidiaries to secure
Indebtedness of the Texas Pipeline Unrestricted Subsidiaries
under the Texas Pipeline Financing Documents.
(i) Amendment to Section 8.4 Section 8.4(g) of the Credit Agreement is
hereby amended and restated in its entirety as follows:
(g) Guarantee Obligations, in addition to those described in
clauses (e) and (f) of this Section 8.4, of up to $30,000,000 in
the aggregate incurred pursuant to the ▇▇▇▇▇ ▇▇▇▇ Clawback; and
(j) Amendments to Section 8.8
(i) Section 8.8(g) of the Credit Agreement is hereby amended by
adding the words (-(i)) after 8.8(h) and deleting the word "and" after
the semicolon
(ii) Section 8.8(h) is hereby amended and restated in its entirety
as follows:
(h) capital contributions, loans, or other investments
consisting of up to $60,000,000 of cash and other assets to
or in Gateway; and
(iii) Section 8.8 of the Credit Agreement is hereby further amended
by adding the following subsection (i) at the end of such section:
(i) capital contributions, loans and other investments in the
Texas Pipeline Unrestricted Subsidiaries in an amount equal
to $200,000,000 plus the Indebtedness permitted under Section
8.2(i) plus 100% of the net proceeds of any equity issued by
the Borrower or its Restricted Subsidiaries which have been
used to fund prepayments under the Texas Pipeline Financing
Documents.
2. Conditions to Effectiveness. This Second Amendment shall become
effective on the date (the "Second Amendment Effective Date") on which all of
the following conditions
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precedent have been satisfied or waived: (i) the Borrower, the Co-Borrower, the
Administrative Agent and the Required Lenders shall have executed and delivered
to the Administrative Agent this Second Amendment and (ii) the Administrative
Agent and the Lenders shall have received payment of all fees and costs payable
by the Borrower on or before the Second Amendment Effective Date in connection
with this Second Amendment.
3. Miscellaneous.
(a) Representations and Warranties. After giving effect to the
effectiveness of this Second Amendment, the representations and
warranties made by the Loan Parties in the Loan Documents are true and
correct in all material respects on and as of the Second Amendment
Effective Date (unless such representations or warranties are stated to
refer to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of
such earlier date) as if made on and as of the Second Amendment
Effective Date and no Default or Event of Default will have occurred
and be continuing.
(b) Payment of Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable
expenses incurred in connection with this Second Amendment, any other
documents prepared in connection herewith and the transactions
contemplated hereby, including, without limitation, the reasonable fees
and disbursements of counsel to the Administrative Agent.
(c) No Other Amendments; Confirmation. Except as expressly amended,
modified and supplemented hereby, the provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full
force and effect.
(d) Governing Law. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(e) Counterparts. This Second Amendment may be executed by one or more
of the parties to this Second Amendment on any number of separate
counterparts (including by telecopy), and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.
(f) Redesignation of Argo and Argo I. The Borrower hereby designates
Argo and Argo I, which are Unrestricted Subsidiaries of the Borrower,
as Restricted Subsidiaries as of April 2, 2002. The Borrower hereby
represents to the Administrative Agent and the Lenders that after
giving effect to such redesignation, no Default or Event of Default
shall have occurred and be continuing and the Borrower would be in pro
forma compliance with the covenants set forth in Section 8.1 after
giving effect thereto. The Administrative Agent and the Lenders hereby
consent to the redesignation of Argo and Argo I as Restricted
Subsidiaries.
*********
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered as of the day and year first above
written.
EL PASO ENERGY PARTNERS, L.P.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and
Chief Financial Officer
EL PASO ENERGY PARTNERS FINANCE CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and
Chief Financial Officer
JPMORGAN CHASE BANK, formerly known as
The Chase Manhattan Bank,
as Administrative Agent and as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ Weymutter
Name: ▇▇▇▇▇▇▇ Weymutter
Title: Senior Vice President
FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇. Schookling
Name: ▇▇▇▇▇▇ ▇. Schookling
Title: Director
ARAB BANKING CORPORATION (B.S.C.)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Deputy General Manager
THE BANK OF NOVA SCOTIA
By: /s/ ▇. ▇▇▇▇
Name: ▇. ▇▇▇▇
Title: Assistant Agent
BANK ONE, NA (MAIN OFFICE CHICAGO)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Associate
FORTIS CAPITAL CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
BNP PARIBAS
By: /s/ ▇▇▇▇ ▇. ▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇
Title: Director
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
SUNTRUST BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
RZB FINANCE LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
BAYERISCHE HYPO-UND VEREINSBANK, AG
(New York Branch)
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Director
THE ROYAL BANK OF SCOTLAND plc,
New York Branch
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Dundee
Name: ▇▇▇▇▇▇▇▇ ▇. Dundee
Title: Senior Vice President
CITICORP USA
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
NATEXIS BANQUES POPULAIRES
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
Title: Vice President and Group Manager
ROYAL BANK OF CANADA
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Manager
