EXHIBIT 10.24
FIRST AMENDMENT TO AMENDED AND RESTATED
SECURED CREDIT AGREEMENT
among
TEJAS NATURAL GAS COMPANY,
as the Borrower
and
CERTAIN LENDING INSTITUTIONS,
as the Lenders
and
BANK OF MONTREAL,
CANADIAN IMPERIAL BANK OF COMMERCE
and
CITIBANK, N.A.,
as Co-Agents for the Lenders
and
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent for the Lenders
Dated as of December 20, 1996
FIRST AMENDMENT TO
AMENDED AND RESTATED SECURED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED SECURED CREDIT
AGREEMENT, dated as of December 20, 1996 (herein called this "First Amendment")
is entered into by and among TEJAS NATURAL GAS COMPANY, a Nevada corporation
(the "Borrower"), the various financial institutions as are or may from time to
time become parties hereto (collectively the "Lenders"), BANK OF MONTREAL,
acting through certain of its U.S. branches or agencies ("BMO"), CANADIAN
IMPERIAL BANK OF COMMERCE, acting through certain of its U.S. branches or
agencies ("CIBC") and CITIBANK, N.A. ("Citibank"), as co-agents (BMO, CIBC and
Citibank in such capacity, together with any successor(s) thereto in such
capacity, collectively called the "Co-Agents") for the Lenders, and CIBC, as
administrative agent (in such capacity, together with any successor(s) thereto
in such capacity, the "Administrative Agent") for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Co-Agents and the Administrative
Agent have heretofore entered into an Amended and Restated Secured Credit
Agreement, dated as of January 12, 1995 (the "Credit Agreement");
WHEREAS, the TAHC Credit Facility has been amended as set forth in that
certain First Amendment to Amended and Restated Secured Credit Agreement dated
as of December 20, 1996 (the "First Amendment to TAHC Credit Facility") among
TAHC, certain financial institutions, BMO, CIBC and Citibank, as co-agents, and
CIBC, as administrative agent;
WHEREAS, the Borrower, the Lenders, the Co-Agents and the Administrative
Agent now desire to amend the Credit Agreement in certain respects, as
hereinafter provided,
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Borrower, the Lenders, the Co-Agents and the
Administrative Agent hereby agree as follows:
I. Amendments to Credit Agreement.
A. The definitions of "Eurodollar Interest Rate" and "Stockholders' Equity
in Section 1.1 of the Credit Agreement are respectively amended and restated in
their entirety to read as follows:
Eurodollar Interest Rate - shall mean, with respect to each
Eurodollar Loan for any Eurodollar Interest Period, a rate per annum
(rounded upwards, if necessary, to the nearest integral multiple of
the number of decimal points displayed on Telerate
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Page 3750, or any successor or similar service, or if neither such
Telerate Page 3750 nor any successor or similar service is available
and such rate is determined using Reference Lenders, one
one-hundredth of one percent (1/100%)), equal to (i) the average of
the offered quotations appearing on Telerate Page 3750 (or if such
Telerate Page shall not be available, any successor or similar
service as may be selected by the Agents and the Borrower) as of
11:00 a.m., London time (or as soon thereafter as practicable), two
(2) Eurodollar Business Days prior to the beginning of such
Eurodollar Interest Period, and (ii) if neither such Telerate Page
3750 nor any successor or similar service is available, then the
quotient of (x) the arithmetic average of the quotation by each
Reference Lender (notified to the Administrative Agent by such
Reference Lender) of the rate of interest per annum at which
deposits in Dollars in immediately available funds are offered to
such Reference Lender two (2) Eurodollar Business Days prior to the
beginning of such Eurodollar Interest Period by prime banks in the
interbank Eurodollar market as at or about 10:00 a.m., New York City
time, for delivery on the first day of such Eurodollar Interest
Period, in each case for a period equal to such Eurodollar Interest
Period and in an amount equal to the proposed Eurodollar Loan of
such Reference Lender to which such Eurodollar Interest Period
relates, divided by (y) the remainder of one (1) minus the decimal
equivalent of the applicable Eurocurrency Reserve Percentage. If on
any occasion any Reference Lender is unable, or for any reason
fails, so to notify the Administrative Agent by 11:00 a.m., New York
City time, two (2) Eurodollar Business Days before the first day of
such Eurodollar Interest Period, the applicable Eurodollar Interest
Rate shall be determined on the basis of each quotation furnished by
those of the Reference Lenders which so notify the Administrative
Agent at or prior to said 11:00 a.m.
Stockholders' Equity - shall mean, as of the time any
determination thereof is to be made, (i) at a time when the Borrower
is a corporation, the sum of the Borrower's capital stock (which
shall exclude treasury stock and any capital stock subject to
mandatory redemption by the issuer at the option of the holder
thereof) and additional paid-in capital, plus retained earnings
(minus accumulated deficit), and (ii) at a time when the Borrower is
a limited liability company, the sum of all membership interests of
all members of the Borrower, all as shown on the consolidated
balance sheet of the Borrower and its Subsidiaries (but excluding
SPVHCs) and based on GAAP (except to the extent of the exclusion of
the SPVHCs).
B. The definition of "Permitted Investments" in Section 1.1 of the Credit
Agreement is amended (i) by deleting the phrase "Standard & Poors Corporation"
appearing in clauses (b), (c) and (d) of such definition and substituting
therefor the phrase "Standard & Poors Ratings Group" and (ii) by inserting the
word "or" at the end of clause (a) immediately after the semicolon appearing at
the end of such clause.
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C. Section 4.14 of the Credit Agreement is amended (i) by inserting the
word "actual" immediately before the word "loss" appearing in the second line of
such Section and (ii) by inserting the phrase "(but not any penalty or premium)"
immediately after the word "incur" appearing in the third line of such Section.
D. The definition of "Person" in Section 1.1 of the Credit Agreement is
amended by inserting the phrase "limited liability company" immediately after
the word "corporation," appearing in the first line of such definition.
E. Section 8.4(a) of the Credit Agreement is amended by deleting the
phrase "financial condition, operations, assets, business, properties or
prospects of TAHC and its Subsidiaries (taken as a whole) or of the Borrower and
its Subsidiaries (taken as a whole)" appearing in the last four lines of such
Section and substituting therefor the phrase "consolidated business condition
(financial or otherwise), operations, performance or properties of TAHC and its
Subsidiaries (taken as a whole) or of the Borrower and its Subsidiaries (taken
as a whole)".
F. Section 8.5 of the Credit Agreement is amended by deleting the phrase
"financial condition, operations, assets, business, properties or prospects of
the Borrower and its Subsidiaries (taken as a whole)" appearing in the seventh
through ninth line of such Section and substituting therefor the phrase
"consolidated business condition (financial or otherwise), operations,
performance or properties of the Borrower and its Subsidiaries (taken as a
whole)".
G. Section 9.3.4 of the Credit Agreement is amended and restated in its
entirety to read as follows:
SECTION 9.3.4Liens. Not, and not permit any of its Subsidiaries to,
create or permit to exist any Lien with respect to any Assets (it being
understood that any Asset sold, transferred, conveyed, assigned or
otherwise disposed of to any Person (other than to the Borrower or any of
its Subsidiaries) as permitted by Section 9.3.8 of the TAHC Credit
Facility (other than Sections 9.3.8(iv) and 9.3.8(xiv) of the TAHC Credit
Facility)) shall not be subject to the provisions of this Section 9.3.4
upon the consummation of such sale, transfer, conveyance, assignment or
disposition) now owned or hereafter acquired, except (i) those in favor of
the Collateral Agent for the benefit of the Lenders, (ii) the types of
Liens referred to in Section 8.6 of the TAHC Credit Facility, (iii) the
Lien in favor of Seller created under the Seller Guaranty as in effect on
September 15, 1993, (iv) Liens on (A) cash collateral, (B) letters of
credit or (C) Permitted Investments pledged as collateral in favor of
counterparties to Hedging Obligations of the type described in clause (b)
of the definition of "Hedging Obligations" and permitted by Section
9.3.3(vii), and (v) Liens permitted pursuant to the TAHC Credit Facility,
as such TAHC Credit Facility is amended or modified from time to time
other than Liens created by pledge, mortgage, encumbrance or otherwise on
the assets comprising the South System (as defined in the Purchase
Agreement); provided that in the event the TAHC Credit Facility is
terminated or ceases to be in full force and effect
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the Liens permitted pursuant to the TAHC Credit Facility as in effect
immediately prior to such termination or cessation shall be permitted
under this clause (v).
H. Section 11.3.2 of the Credit Agreement is amended and restated in its
entirety to read as follows:
SECTION 11.3.2 Material Adverse Change. There shall have been
no material adverse change, in the opinion of the Majority Lenders,
(i) since June 30, 1996, in the consolidated business condition
(financial or otherwise), operations, performance or properties of
(a) the Borrower or (b) TAHC and its Subsidiaries (taken as a
whole), (ii) since the Effective Date, affecting the rights and
remedies of the Lenders under the Loan Documents, or (iii) since the
Effective Date, in the ability of the Borrower or the Guarantors to
perform their respective Obligations under the Loan Documents to
which they are a party.
I. Section 12.1.6 of the Credit Agreement is amended by inserting the
phrase "any Co-Agent or the Administrative Agent at the request of" immediately
before the phrase "any Lender" appearing in the last line of such Section.
J. Section 12.1.7 of the Credit Agreement is amended by inserting the
phrase "(taken as a whole)" immediately after the word "respect" appearing in
the fifteenth line of such Section.
K. Section 12.1.8 of the Credit Agreement is amended (i) by inserting the
phrase "and Liens of the type permitted by Sections 8.6(i), (iii) and (xviii) of
the TAHC Credit Facility" immediately after the word "Borrower" appearing in the
seventh line of such Section, (ii) by inserting the phrase "or membership
interests" immediately after the word "stock" appearing in the ninth line of
such Section and (iii) by inserting the phrase "or as a result of any
transactions permitted by Section 9.3.6 of the TAHC Credit Facility" immediately
after the word "Facility" appearing in the last line of such Section.
L. Section 12.2 of the Credit Agreement is amended (i) by inserting the
phrase "with respect to the Borrower" immediately after the word "occur"
appearing in the second line of such Section and (ii) by deleting the phrase "or
Section 12.1.4" appearing immediately after the phrase "Section 12.1.1"
appearing in the last sentence of such Section and substituting therefor the
phrase ", or Section 12.1.4 with respect to the Borrower,".
M. Section 13.5 of the Credit Agreement is amended by inserting the phrase
"guaranty or" immediately after the word "any" appearing in clause (ii) in the
tenth line of such Section.
N. Section 14.6(a) of the Credit Agreement is amended by deleting the
phrase "natural gas" appearing in the fourth line of such Section and
substituting therefor the word "Hydrocarbons".
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O. Section 14.13 of the Credit Agreement is amended by inserting the
following phrase at the end of such Section immediately before the final period:
"; and provided further that for purposes of this Section 14.13 if
the survivor of such a merger is obligated in respect of all
Obligations of the Borrower hereunder and under all other Loan
Documents, a merger permitted pursuant to Section 9.3.6 of the TAHC
Credit Facility shall not be an assignment or transfer of the
Borrower's rights or obligations hereunder."
P. Schedules I and II to the Credit Agreement are amended and restated to
read as set forth in Schedules I and II, respectively, hereto. All references in
any Loan Document to Schedules I or II to the Credit Agreement shall be deemed
to refer to Schedule I or II, respectively, hereto.
II. Reallocation of Commitments. On the Amendment Effective Date
(hereinafter defined), the aggregate principal balance of the obligations
outstanding under the Credit Agreement is $0 (the "Prior Indebtedness") as shown
on Schedule II hereto, and Borrower represents for itself, and each Lender
represents and warrants for itself, that the Borrower's outstanding loans and
letter of credit reimbursement obligations, if any, under the Credit Agreement
as of the Amendment Effective Date are $0. Lenders hereby sell, assign, transfer
and convey, and Lenders (including, without limitation, those Lenders not
previously a party to the Credit Agreement) hereby purchase and accept so much
of the Prior Indebtedness and all of the rights, titles, benefits, interests,
privileges, claims, liens, security interests, and obligations existing and to
exist (collectively the "Interests") such that each Lender's Percentage of the
outstanding Loans and Commitments under the Credit Agreement as amended by this
First Amendment shall be as set forth in Schedule II hereto as of the Amendment
Effective Date. The foregoing assignment, transfer and conveyance are without
recourse to the Lenders and without any warranties whatsoever as to title,
enforceability, collectibility, documentation or freedom from liens or
encumbrances, in whole or in part, other than the warranty by each Lender that
it has not sold, transferred, conveyed or encumbered such Interests. If as a
result thereof, a Lender's Percentage of the outstanding Borrowings under the
Credit Agreement as amended by this First Amendment is less than its outstanding
loans and letter of credit reimbursement obligations under the Credit Agreement
on the Amendment Effective Date, the difference set forth in the last column of
Schedule II shall be remitted to such Lender by the Administrative Agent upon
receipt of funds from the other Lenders shown in the last column of Schedule II
on the Amendment Effective Date. Each Lender so acquiring a part of such
outstanding loans and letter of credit reimbursement obligations assumes its
Percentage of the outstanding Borrowings, Commitments, rights, titles,
interests, privileges, claims, liens, security interests, benefits and
obligations under the Credit Agreement as amended by this First Amendment and
the Security Documents and the Intercreditor Agreement. Lenders are
proportionately released from the obligations assumed by Lenders so acquiring
such obligations and, to that extent, the Lenders so released shall have no
further obligation under the Credit Agreement as amended by this First Amendment
and the Intercreditor Agreement. The Borrower hereby represents and warrants
that it has no defenses, offsets or counterclaims to the Prior Indebtedness or
its obligations or rights under
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the Credit Agreement, this First Amendment or the Security Documents, including,
without limitation, the Interests being assigned pursuant to this Section II.
Each Lender confirms that it has received a copy of the Bank/Exxon Agreement and
represents, warrants and agrees that it has acquired its Interests subject in
all respects to the terms and provisions of the Bank/Exxon Agreement. Any Loans
outstanding under the Credit Agreement on the Amendment Effective Date bearing
interest at a Eurodollar Interest Rate shall be deemed continued as a Loan under
the Credit Agreement as amended by this First Amendment at such Eurodollar
Interest Rate and for the Interest Period with respect thereto under the Credit
Agreement.
III. Effectiveness. The effectiveness of this First Amendment is
conditioned upon (a) receipt by the Administrative Agent of the following, each
duly executed and each (except for the Notes of which only one original shall be
signed for each Lender) in sufficient number of signed counterparts to provide
one for each Co-Agent and each Lender (except for the Notes of which only one
original shall be signed for each Lender):
(i) The documents, instruments and opinions required to be delivered
pursuant to Sections III(i) through III(iii) of the First Amendment to
TAHC Facility;
(ii) a certificate, in form and substance satisfactory to the
Co-Agents, of the Secretary or an Assistant Secretary and the President or
a Vice President of the Borrower and each Guarantor, together with the
signatures and incumbency of officers of the Borrower and each Guarantor
and a certified copy of the resolutions with respect to the transactions
contemplated herein;
(iii) (for delivery to the Borrower) those existing Notes of the
Borrower in favor of those Lenders whose Original Designated Maximum
Commitments have increased, decreased or terminated as shown on Schedule
II, marked "exchanged" or, in the case of a financial institution that
will no longer be a Lender, marked "cancelled";
(iv) (for delivery to each Lender whose Original Designated Maximum
Commitment has increased or decreased) new Notes, duly executed by the
Borrower, substantially in the form of Exhibit A to the Credit Agreement,
dated the Amendment Effective Date and with other appropriate insertions
as to payee and principal amount, payable to the order of each such
Lender, respectively, in a maximum principal amount equal to such Lender's
Original Designated Maximum Commitment, as amended hereby; and
(v) such other documents as any Co-Agent or any Lender may
reasonably request;
and (b) satisfaction of the condition precedent that the purchase of and payment
for the A-Notes and the B-Notes so as to reallocate the commitments under the
Participation Agreement of the financial institutions party thereto shall have
been concurrently consummated.
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IV. Reaffirmation of Representations and Warranties. To induce the
Lenders, the Co-Agents and the Administrative Agent to enter into this First
Amendment, the Borrower hereby reaffirms, as of the date hereof, its
representations and warranties contained in and incorporated by reference in,
Article VIII of the Credit Agreement, as amended hereby, and in all other
documents executed pursuant thereto (except to the extent such representations
and warranties relate solely to an earlier date) and additionally represents and
warrants as follows:
(i) The execution and delivery of this First Amendment and the
Consents (as defined in the First Amendment to TAHC Credit Facility) and
the performance by the Borrower and the Guarantors of their respective
Obligations under this First Amendment, the Credit Agreement as amended
hereby, and the Consents are within the Borrower's and the Guarantors'
respective corporate, limited liability company or partnership powers, as
the case may be, have been duly authorized by all necessary corporate,
limited liability company or partnership action, as the case may be, have
received all necessary governmental consents, authorizations, orders and
approvals (if any shall be required), and do not and will not contravene
or conflict with any provision (a) of Law, (b) of the charter, bylaws,
certificate of formation, limited liability company agreement or
partnership agreement of the Borrower or any Guarantors or (c) of any
material agreement binding upon the Borrower or any Guarantor or any of
them.
(ii) This First Amendment and the Credit Agreement as amended hereby
are, and the Consents, when duly executed and delivered will be, legal,
valid and binding obligations of the Borrower and each Guarantor party
thereto enforceable against each of the Borrower and such Guarantors in
accordance with their respective terms subject as to enforcement only to
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and general
principles of equity.
(iii) No litigation (including, without limitation, derivative
actions and take-or-pay actions), arbitration proceedings or governmental
proceedings are pending or to the best knowledge of the Borrower and its
Subsidiaries threatened against the Borrower, any of its Subsidiaries or
any SPV which would, if adversely determined, materially and adversely
affect the consolidated business condition (financial or otherwise),
operations, performance or properties of the Borrower and its Subsidiaries
(taken as a whole) (excluding any rulemaking or similar proceedings of
general applicability to natural gas pipelines and any appeal or petition
for review related thereto) or continued operations of the Borrower and
its Subsidiaries or which purports to affect the legality, validity or
enforceability of this First Amendment, the Credit Agreement as amended
hereby, the Notes, the Consents or any other Loan Document, except as set
forth in Exhibit 8.5 to the Credit Agreement.
(iv) No Event of Default or Unmatured Event of Default has occurred
and is continuing as of the date hereof.
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V. Defined Terms. Except as amended hereby, terms used herein when defined
in the Credit Agreement shall have the same meanings herein unless the context
otherwise requires. "Amendment Effective Date" means the first Business Day to
occur on which all conditions to the effectiveness of this First Amendment set
forth in Section III hereof shall have been satisfied or waived by all Lenders,
which will in no event be later than December 31, 1996.
VI. Reaffirmation of Credit Agreement. This First Amendment shall be
deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as
amended hereby, is hereby ratified, approved and confirmed in each and every
respect. All references to the Credit Agreement herein and in any other
document, instrument, agreement or writing shall hereafter be deemed to refer to
the Credit Agreement as amended hereby.
VII. Governing Law. THIS FIRST AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.
All obligations of the Borrower and rights of the Collateral Agent, the
Administrative Agent, the Co-Agents, the Issuing Bank, the Lenders and any other
holders of the Notes expressed herein or in the Notes shall be in addition to
and not in limitation of those provided by applicable law.
VIII. Severability. Whenever possible each provision of this First
Amendment shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this First Amendment shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this First Amendment.
IX. Execution in Counterparts. This First Amendment may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same agreement.
X. Section Captions. Section captions used in this First Amendment are for
convenience of reference only, and shall not affect the construction of this
First Amendment.
XI. Successors and Assigns. This First Amendment shall be binding upon the
Borrower, the Lenders, the Co-Agents and the Administrative Agent and their
respective successors and assigns, and shall inure to the benefit of the
Borrower, the Lenders, the Collateral Agent, the Co-Agents, the Issuing Bank and
the Administrative Agent and the respective successors and assigns of the
Lenders, the Collateral Agent, the Co-Agents, the Issuing Bank and the
Administrative Agent; provided, however, that the Borrower may not assign or
transfer its rights or obligations hereunder without the prior written consent
of all Lenders; provided, further, however, that the successors and
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assigns of the parties hereto will take their interests subject to the terms and
provisions of the Bank/Exxon Agreement.
XII. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, EACH PARTY HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS FIRST AMENDMENT OR UNDER
ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS FIRST AMENDMENT, AND AGREES THAT
ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.
XIII. Notice. THIS WRITTEN FIRST AMENDMENT TOGETHER WITH THE CREDIT
AGREEMENT, THE CONSENTS AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES 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.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed as of the day and year first above written.
TEJAS NATURAL GAS COMPANY
By:
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE, as
Administrative Agent, as a Co-Agent, and as
a Lender
By:
Name:
Title:
BANK OF MONTREAL, HOUSTON AGENCY, as a
Co-Agent and as a Lender
By:
Name:
Title:
CITIBANK, N.A.
as a Co-Agent and as a Lender
By:
Name:
Title:
THE BANK OF NEW YORK
By:
Name:
Title:
BANKERS TRUST COMPANY
By:
Name:
Title:
BANQUE PARIBAS
By:
Name:
Title:
By:
Name:
Title:
CHRISTIANIA BANK OG KREDITKASSE
By:
Name:
Title:
By:
Name:
Title:
CREDIT LYONNAIS
By:
Name:
Title:
CREDIT SUISSE
By:
Name:
Title:
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
Name:
Title:
THE FUJI BANK, LIMITED
By:
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By:
Name:
Title:
LTCB TRUST COMPANY
By:
Name:
Title:
NATIONAL WESTMINSTER BANK PLC., NEW YORK
BRANCH
By:
Name:
Title:
NATIONAL WESTMINSTER BANK PLC., NASSAU
BRANCH
By:
Name:
Title:
NATIONSBANK OF TEXAS, N.A.
By:
Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
Name:
Title:
THE CHASE MANHATTAN BANK
By:
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
Name:
Title:
UNION BANK OF SWITZERLAND,
HOUSTON AGENCY
By:
Name:
Title:
By:
Name:
Title:
XXXXX FARGO BANK (TEXAS) N.A.
By:
Name:
Title:
BANK OF AMERICA ILLINOIS
By:
Name:
Title:
THE BANK OF NOVA SCOTIA, ATLANTA AGENCY
By:
Name:
Title:
THE SUMITOMO BANK, LIMITED
By:
Name:
Title:
By:
Name:
Title:
For purposes of selling, assigning, transferring and conveying its
Interests, the undersigned has caused this First Amendment to be executed by its
officer thereunto duly authorized as of the date and year first above written.
THE FIRST NATIONAL BANK OF BOSTON
By:
Name:
Title:
