EXHIBIT 4.18
EXECUTION COPY
SEVENTH AMENDMENT TO CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Seventh Amendment") is
made and entered into as of December 1, 1999 among DANKA BUSINESS SYSTEMS PLC, a
limited liability company incorporated in England and Wales (Registered Number
1101386) ("Danka PLC"), DANKALUX SARL & CO. SCA, a Luxembourg company
("Dankalux"), and DANKA HOLDING COMPANY, a Delaware corporation ("Danka
Holding") (Danka PLC, Dankalux and Danka Holding are herein each a "Company" and
collectively the "Companies"), AMERICAN BUSINESS CREDIT CORPORATION, AMERITREND
CORPORATION, CORPORATE CONSULTING GROUP, INC., D.I. INVESTMENT MANAGEMENT, INC.,
DANKA IMAGING DISTRIBUTION, INC., DANKA MANAGEMENT COMPANY, INC., DANKA OFFICE
IMAGING COMPANY, DYNAMIC BUSINESS SYSTEMS, INC., XXXXXX ENTERPRISES, INC. OF
SOUTH FLORIDA, QUALITY BUSINESS, INC. (collectively with Danka Holding, the
"Grantors") the entities listed on the signature pages hereof as International
Swing Line Borrowers (collectively the "International Borrowers" and together
with the Grantors and the Companies, the "Danka Parties"), BANK OF AMERICA,
NATIONAL ASSOCIATION (formerly known as NationsBank, National Association, a
national banking association formerly known as NationsBank, National Association
(Carolinas)), each other Bank listed on the signature pages hereof (each
individually, a "Bank" and collectively, the "Banks"), and BANK OF AMERICA,
NATIONAL ASSOCIATION (formerly known as NationsBank, National Association), in
its capacity as agent for the Banks (in such capacity, the "Agent"):
W I T N E S S E T H:
WHEREAS, the Companies, the Banks and the Agent have entered into a
Credit Agreement as of December 5, 1996, as amended and supplemented by a First
Amendment dated as of December 5, 1997, a Second Amendment dated as of July 28,
1998, a Third Amendment dated as of December 31, 1998, a Fourth Amendment dated
as of March 29, 1999 (the "Fourth Amendment"), a Fifth Amendment dated as of
June 15, 1999 (the "Fifth Amendment"), a Sixth Amendment dated as of July 9,
1999 (the "Sixth Amendment"), a Waiver Letter Agreement dated as of October 20,
1998 (the "October Waiver Letter Agreement") and a Waiver Letter Agreement dated
as of February 18, 1999 (the "February Waiver Letter Agreement" and, together
with the October Waiver Letter
Agreement, the "Waiver Letter Agreements") (as further amended hereby and as
from time to time further amended, supplemented or modified, the "Credit
Agreement"), pursuant to which the Banks agreed to make certain revolving
credit, term loan and letter of credit facilities available to the Companies;
and
WHEREAS, pursuant to a certain Subscription Agreement dated as of
November 2, 1999 (the "Subscription Agreement"), between Danka PLC and Cypress
Merchant Banking Partners III UP., a Delaware limited partnership, Cypress
Merchant Banking II C.V., a limited partnership organized and existing under the
laws of The Netherlands, and 00xx Xxxxxx Partners II L.P., a Delaware limited
partnership, Danka PLC has agreed to issue 6.50% Senior Convertible
Participating Shares (together with any other reasonably similar equity
interests issued by Danka PLC from time to time, the "Participating Shares")
which are convertible into ordinary shares of Danka PLC.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and sufficient consideration, receipt of which is hereby
acknowledged, the Danka Parties and the banks do hereby agree as follows:
1. DEFINITIONS. Any capitalized terms used herein without definition
shall have the meaning set forth in the Credit Agreement.
2. AMENDMENT OF CREDIT AGREEMENT. Subject to the terms and
conditions set forth herein, the Credit Agreement is amended as follows:
(a) The definition of "Consolidated Fixed Charge Coverage Ratio" in
Section 1.1 of the Credit Agreement is hereby amended by adding the following
parenthetical after the phrase "dividends for such period": "(but excluding any
dividends on Participating Shares paid in the form of additional Participating
Shares)."
(b) A new definition of "Participating Shares" is hereby added to
Section 1.1 of the Credit Agreement immediately following the definition of
"Participant", which new definition shall read as follows:
"Participating Shares" means the 6.50% Senior Convertible
Participating Shares of Danka PLC, which are convertible
into ordinary shares, nominal value 1.25 xxxxx per share, of
Danka PLC and are issued pursuant to the Subscription
Agreement and any other reasonably similar equity interests
issued by Danka PLC from time to time.
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(c) A new definition of "Subscription Agreement" is hereby added to
Section 1.1 of the Credit Agreement immediately following the definition of
"Spot Rate"), which new definition shall read as follows:
"Subscription Agreement" means the Subscription Agreement,
dated as of November 2, 1999, between Danka PLC and Cypress
Merchant Banking Partners II L.P., a Delaware limited
partnership, Cypress Merchant Banking Partners II C.V., a
limited partnership organized and existing under the laws of
The Netherlands, and 00xx Xxxxxx Partners II L.P., a
Delaware limited partnership.
(d) The definition of "Termination Date" in Section 1.1 of the Credit
Agreement is hereby amended by replacing the date "December 5, 2002" with the
date "March 31, 2002."
(e) Clause (ii) of Section 8.3 is hereby amended to read in its
entirety as follows:
"(1) At any time (a) on and after September 30, 1999 and on
or prior to December 30, 1999, the Adjusted Consolidated Net
Worth (which term, as used in this Section 8.3(ii), shall
exclude the impact of the $10,000,000 waiver extension fee
provided for in the first sentence of Section 9 of the Sixth
Amendment and Section 4(b) of the Seventh Amendment to
Credit Agreement dated as of December 1, 1999 (the "Seventh
Amendment")) of Danka PLC and its Subsidiaries to be less
than $158,000,000; (b) on and after December 31, 1999 and on
or prior to March 30, 2000 the Adjusted Consolidated Net
Worth of Danka PLC and its Subsidiaries to be less then
$206,962,000; (c) on and after March 31, 2000 and on or
prior to June 29, 2000, the Adjusted Consolidated Net Worth
of Danka PLC and its Subsidiaries to be less than
$218,286,000, (d) on and after June 30, 2000 and on or prior
to September 29, 2000, the Adjusted Consolidated Net Worth
of Danka PLC and its Subsidiaries to be less than
$237,103,000, (e) on and after September 30, 2000 and on
or prior to December 30, 2000 the Adjusted Consolidated Net
Worth of Danka PLC and its Subsidiaries to be less than
$254,289,000, (f) on and after December 31, 2000 and on
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or prior to March 30, 2001 the Adjusted Consolidated Net
Worth of Danka PLC and its Subsidiaries to be less than
$272,988,000, (g) on and after March 31, 2001 and on or
prior to June 30, 2001 the Adjusted Consolidated Net Worth
of Danka PLC and its Subsidiaries to be less than
$295,144,000, and (h) on and after July 1, 2001 the Adjusted
Consolidated Net Worth of Danka PLC and its Subsidiaries to
be less than the sum of (A) an amount equal to the Adjusted
Consolidated Net Worth of Danka PLC and its Subsidiaries on
June 30, 2001 plus (B) an amount equal to 75% of the
consolidated net income of Danka PLC and its Subsidiaries
(if positive) for each calendar quarter commencing on or
after July 1, 2001 (on a cumulative basis); provided, that
if any time after September 30, 1999, Danka PLC issues an
equity interest (including, without limitation, any
Participating Shares, but expressly excluding any equity
interests issued in connection with contributions to
employee pension or profit sharing plans), each of the
minimum requirements set forth above for each day on or
after such date of issuance will be increased by an amount
equal to 75% of the cash proceeds, less the actual,
reasonable direct out-of-pocket expenses of such issuance
(or the Net Subscription Proceeds (as defined in the Seventh
Amendment) with respect to the Participating Shares), of the
equity interest issued by Danka PLC after September 30,
1999."
(f) The first paragraph of Section 8.5 is hereby amended to read in its
entirety as follows:
"RESTRICTED PAYMENTS, ETC. On and at all times after the
date hereof Danka PLC will not, and will not permit any of
its Subsidiaries to, declare, pay or make any dividend or
distribution (in cash, property or obligations) on any
shares of any class of capital stock or share capital (now
or hereafter outstanding) of Danka PLC or on any warrants,
options or other rights with respect to any shares of any
class of capital stock or share capital (now or hereafter
outstanding) of Danka PLC (other than FIP Holder Payments
and dividends or distributions payable
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in shares of any class of its capital stock or share capital
or warrants to purchase its capital stock or share capital
or splitups or reclassifications of its capital stock or
share capital into additional or other shares of any class
of its capital stock or share capital), or apply, or permit
any of its Subsidiaries to apply, any of its funds, property
or assets to the purchase, redemption, sinking fund or other
retirement of, or agree or permit any of its Subsidiaries to
purchase or redeem, any shares of any class of capital stock
or share capital (now or hereafter outstanding) of Danka
PLC, or warrants, options or other rights with respect to
any shares of any class of capital stock or share capital
(now or hereafter outstanding) of Danka PLC, other than FIP
Holder Payments."
(g) Schedule 2.1 to the Credit Agreement is hereby amended by reducing
the aggregate amount of all "Term Loan Commitments" for all of the Banks to
$363,800,000 and by reducing the "Term Loan Commitment" of each Bank
proportionately.
3. CHARACTERIZATION OF PARTICIPATING SHARES. It is agreed that for
purposes of the Credit Agreement, any Participating Shares sold by Danka PLC
pursuant to the Subscription Agreement, and any Participating Shares sold by
Danka PLC from time to time which are substantially identical to the
Participating Shares sold by Danka PLC pursuant to the Subscription Agreement,
shall be deemed to constitute shareholders' equity and shall not be deemed to
constitute Indebtedness (notwithstanding any other treatment of the
Participating Shares that may be required under GAAP).
4. AMENDMENT OF THE SIXTH AMENDMENT. Subject to the terms and
conditions set forth herein,
(a) Section 6 of the Sixth Amendment is hereby amended by deleting the
text therein in its entirety and replacing it with "Intentionally Omitted."
(b) The first sentence of Section 9 of the Sixth Amendment is hereby
amended by deleting the "and" before "(c)" and adding the following after the
phrase "DSI Sale": "and (d) the date of original issuance of any Participating
Shares." For the avoidance of doubt, no other fee shall be payable as a
condition to the effectiveness of this Seventh Amendment other than
reimbursement of the
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Banks' and Agent's expenses as provided in Section 7 of this Seventh Amendment,
but the foregoing shall not affect any other fee payable pursuant to the Sixth
Amendment.
(c) The last sentence of Section 10 of the Sixth Amendment is hereby
amended by adding the following clause immediately before the period: ";
provided, that Danka PLC may pay dividends or make distributions on the
Participating Shares in the form of additional Participating Shares.
Except as amended hereby, the Sixth Amendment shall remain in full force and
effect in accordance with its terms.
5. NET SUBSCRIPTION PROCEEDS. Notwithstanding any provisions to the
contrary in the Credit Agreement, 85% of the Net Subscription Proceeds (as
defined herein) received by Danka PLC or any of its Subsidiaries from the
issuance of all Participating Shares shall be paid to the Agent on behalf of the
Banks within one Business Day after such receipt of such proceeds to repay or
otherwise permanently reduce Term Loan Outstandings in inverse order of
maturity, or if there are no Term Loan Outstandings, Revolving Loan Outstandings
(with a simultaneous reduction in Revolving Commitments). The term "Net
Subscription Proceeds" shall mean the cash proceeds from the issuance and sale
of any Participating Shares, less the actual, reasonable direct out-of-pocket
expenses of such issuance and sale (including, without limitation, the
commission to be paid pursuant to the Subscription Agreement).
6. ADDITIONAL INDEBTEDNESS; ACQUISITIONS; INVESTMENTS. Notwithstanding
any provision to the contrary in the Loan Documents, including, without
limitation, Section 8.13 of the Credit Agreement and Section 14 of the February
Waiver Letter, the Companies may incur additional unsecured Indebtedness (in
addition to Indebtedness permitted under Section 7 of the Sixth Amendment) in an
aggregate principal amount not in excess of $10,000,000 at any time outstanding;
provided, that the Companies shall be in compliance with Section 8.3(iii) of the
Credit Agreement after giving effect to such additional Indebtedness. Neither
the Companies nor any of their Subsidiaries shall make any Acquisitions. Neither
the Companies nor any of their Subsidiaries will make any Investments, except as
permitted by the Fourth Amendment.
7. INTEREST RATE; EXCESS LEVERAGE FEE; EXPENSES. During the Waiver Term
(as defined in the Sixth Amendment), the interest rates and Leverage Fees
applicable to the Credit Agreement shall be those provided for pursuant to
Section 3(a) of the Sixth Amendment. After the Waiver Term and until the
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Termination Date, (i) the "Applicable Margin" for all Base Rate Loans and
Offshore Rate Loans shall be 2.75% and (ii) the Companies shall pay to the Agent
for distribution to the Banks, promptly upon calculation by the Agent of the
actual Average Outstanding Balance for any period (or portion thereof in
existence prior to the repayment in full of all Obligations) of three months
commencing on or after August 1, 2000 (a "Subject Period") during which the
Average Outstanding Balance equals or exceeds $650,000,000 (where the term
"Average Outstanding Balance" shall mean the sum of the average daily
outstanding principal amounts of all Term Loan Outstandings, Revolving Loan
Outstandings and International Swing Line Outstandings during the Subject
Period), a fee (the "Excess Leverage Fee") equal to (A) the actual Average
Outstanding Balance for the Subject Period, TIMES (B) a fraction, the numerator
of which is the number of days in the Subject Period and the denominator of
which is 360, TIMES (C) seventy-five (75) basis points. The Danka Parties agree
promptly to pay or reimburse the members of the Steering Committee of Banks for
such members' reasonable expenses (including the reasonable fees and expenses of
outside counsel for each member of the Steering Committee) incurred in
connection with the Credit Agreement and the other Loan Documents.
8. EFFECTIVENESS. This Seventh Amendment shall become effective as of
December 1, 1999 upon (a) receipt by the Agent of an executed copy of this
Seventh Amendment (which may be signed in counterparts and may be received by
facsimile transmission) signed by the Danka Parties and the Majority Banks and
(b) receipt by the Danka Parties (with a copy to the Agent) of a duly executed
waiver or amendment effective for the period after the Waiver Term (as defined
in the Sixth Amendment) and until the Termination Date (i) of all violations and
reasonably expected violations of the financial covenants incorporated into the
tax retention operating lease documents to which certain of the Danka Parties
are party, and (ii) waiving any required principal payments under such lease
documents during such period (other than certain cash collateralization payments
required by such lease documents upon any sale of assets by the Danka Parties
(including, without limitation, any sale of collateral securing obligations
under such lease documents), and other than any payments required by such lease
documents on or after the date on which the Companies shall have paid all
Obligations in full and shall have terminated all Revolving Loan Commitments and
Term Loan Commitments of the Banks and all International Swing Line Commitments
of the International Swing Line Banks). Notwithstanding the foregoing or
anything to the contrary contained herein, in the event that prior to July 31,
2000 Danka PLC or any of its Subsidiaries shall not have received (and paid to
the Agent on behalf of the Banks to the extent required by Section 5 above)
the Net Subscription Proceeds from the issuance of the
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Participating Shares pursuant to the Subscription Agreement, all of the
provisions of this Seventh Amendment shall be null and void and of no further
force and effect.
9. Acknowledgment; Release.
(a) The Companies and the Grantors acknowledge that they have no
existing defense, counterclaim, offset, cross-complaint, claim or demand of any
kind or nature whatsoever that can be asserted to reduce or eliminate all or any
part of any of their respective liability to pay the full indebtedness
outstanding under the terms of the Credit Agreement and any other documents
which evidence, guaranty or secure the Obligations. The Companies and the
Grantors hereby release and forever discharge the Agent, the International Swing
Line Banks, the Banks and all of their officers, directors, employees,
attorneys, consultants and agents from any and all actions, causes of action,
debts, dues, claims, demands, liabilities and obligations of every kind and
nature, both in law and in equity, known or unknown, whether matured or
unmatured, absolute or contingent.
(b) The International Swing Line Borrowers acknowledge that they have
no existing defense, counterclaim, offset, cross-complaint, claim or demand or
any kind or nature whatsoever that can be asserted to reduce or eliminate all or
any part of their respective liability to pay the full indebtedness owed by any
of them under the terms of the International Swing Line Agreement or any
separate facility which has been made available to any of them by any
International Swing Line Bank or a Designated Local Lender (as defined in the
International Swing Line Agreement) and any agreements related thereto. The
International Swing Line Borrowers hereby release and forever discharge the
Agent, the International Swing Line Banks and the Designated Local Lenders (as
defined in the International Swing Line Agreement) and all of their officers,
directors, employees, attorneys, consultants and agents from any and all
actions, causes of action, debts, dues, claims, demands, liabilities and
obligations of every kind and nature, both in law and in equity, known or
unknown, whether matured or unmatured, absolute or contingent.
10. ENTIRE AGREEMENT. This Seventh Amendment sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter.
11. DEEMED AMENDMENT OF OTHER LOAN DOCUMENTS; FULL FORCE AND EFFECT. To
the extent necessary to give effect to the provisions hereof, the International
Swing Line Agreement and Security Agreement shall be deemed
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amended and supplemented by the terms hereof. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.
12. COUNTERPARTS. This Seventh Amendment may be executed in any number
of counterparts (including, without limitation, counterparts sent by facsimile
transmission), each of which shall be deemed an original as against any party
whose signature appears thereon and all of which shall together constitute one
and the same instrument.
13. GOVERNING. This Seventh Amendment shall in all respects be
governed by the laws and judicial decisions of the State of Florida.
14. ENFORCEABILITY. Should any one or more of the provisions of this
Seventh Amendment be determined to be illegal or unenforceable as to one of the
parties hereto, all other provisions nevertheless shall remain effective and
binding on the parties hereto.
15. AUTHORIZATION. This Seventh Amendment has been duly authorized,
executed and delivered by the parties hereto and constitutes a legal, valid and
binding obligations of the parties hereto, except as may be limited by general
principles of equity or by the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors' rights generally.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
WITNESS: DANKA BUSINESS SYSTEMS PLC
By:______________________________________
Name:____________________________________
Title:___________________________________
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DANKA HOLDING COMPANY
By:______________________________________
Name:____________________________________
Title:___________________________________
DANKALUX SARL & CO. SCA
BY: DANKALUX SARL, COMMANDITE
By:______________________________________
Name:____________________________________
Title:___________________________________
AMERICAN BUSINESS CREDIT CORPORATION
AMERITREND CORPORATION
CORPORATE CONSULTING GROUP, INC.
D.J. INVESTMENT MANAGEMENT, INC.
DANKA IMAGING DISTRIBUTION, INC.
DANKA MANAGEMENT COMPANY, INC.
DANKA OFFICE IMAGING COMPANY
DYNAMIC BUSINESS SYSTEMS, INC.
XXXXXX ENTERPRISES, INC. OF SOUTH
FLORIDA
By:______________________________________
Name:____________________________________
Title:___________________________________
QUALITY BUSINESS, INC.
By:______________________________________
Name:____________________________________
Title:___________________________________
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INTERNATIONAL SWINGLINE BORROWERS
DANKA CHILE COMERCIAL LTDA
DANKA DO BRASIL LIMITADA
DANKA MEXICANA S DE RL DE CV
DANKA DE PANAMA X.X.
XXXXX DE COLOMBIA
PUERTO RICO DANKA INC.
DANKA DE VENEZUELA X.X.
XXXXX AUSTRALIA PTY LIMITED &
DANKA NEW ZEALAND LIMITED
DANKA OFFICE IMAGING (JAPAN)
DANKA PHILIPPINES INC.
DANKA FRANCE S.A.R.L.
DANKA FRANCE X.X.
XXXXX OFFICE PRODUCTS B.V.
DANKA OFFICE IMAGING GMBH,
DANKA DEUTSCHLAND GMBH,
DANKA DISTRIBUTION GMBH,
DANKA DEUTSCHLAND HOLDING GMBH
DANKA OFFICE PRODUCTS B.V.
DANKA ITALIA S.P.A., BASSILLICHI INFOTEC
S.P.A., DANKA S.P.A. & DANKA OFFICE
IMAGING S.P.A.
DANKA HOLDINGS BV, DANKA EUROPE BV,
DANKA DISTRIBUTION BV (FKA INFOTEC
EUROPE BY), INFOTEC NEDERLAND BV,
DANKA GROUP BV, DANKA SERVICES
INTERNATIONAL BV, DANKA OFFICE PRODUCTS
BV, INFOTEC PARTICIPATIE BV, AND DANKA
NEDERLAND BV
DANKA PRODUCTS BV
DANKA BUSINESS SYSTEMS PLC,
DANKALUX SARL & CO. SCA &
DANKA HOLDING COMPANY
By:_____________________________________
Name: F. Xxxx Xxxxxxxxx
Title: Director
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XXXX XX XXXXXXX, NATIONAL ASSOCIATION.
(formerly known as NationsBank, N.A.),
as Agent and Issuing Bank
By:_____________________________________
Name:___________________________________
Title:__________________________________
BANK OF AMERICA, NATIONAL ASSOCIATION
(formerly known as NationsBank, N.A,),
as a Bank (Trade)
By:_____________________________________
Name:___________________________________
Title:__________________________________
BANK OF AMERICA, NATIONAL ASSOCIATION
(formerly known as NationsBank, N.A.),
as a Bank
By:_____________________________________
Name:___________________________________
Title:__________________________________
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
International Swing Line Bank
By:_____________________________________
Name:___________________________________
Title:__________________________________
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank
By:_____________________________________
Name:___________________________________
Title:__________________________________
THE BANK OF NOVA SCOTIA
By:_____________________________________
Name:___________________________________
Title:__________________________________
By:_____________________________________
Name:___________________________________
Title:__________________________________
THE BANK OF NEW YORK
By:_____________________________________
Name:___________________________________
Title:__________________________________
CREDIT LYONNAIS NEW YORK BRANCH
By:_____________________________________
Name:___________________________________
Title:__________________________________
CIBC INC.
By:_____________________________________
Name:___________________________________
Title:__________________________________
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PNC BANK, KENTUCKY, INC.
By:_____________________________________
Name:___________________________________
Title:__________________________________
FIRST UNION NATIONAL BANK
By:_____________________________________
Name:___________________________________
Title:__________________________________
SUN TRUST BANK TAMPA BAY
By:_____________________________________
Name:___________________________________
Title:__________________________________
THE FUJI BANK AND TRUST COMPANY
By:_____________________________________
Name:___________________________________
Title:__________________________________
ABN AMRO BANK N.V.
By:_____________________________________
Name:___________________________________
Title:__________________________________
By:_____________________________________
Name:___________________________________
Title:__________________________________
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PARIBAS
By:_____________________________________
Name:___________________________________
Title:__________________________________
By:_____________________________________
Name:___________________________________
Title:__________________________________
DEUTSCHE BANK AG
New York Branch and/or Cayman Island
Branch
By:_____________________________________
Name:___________________________________
Title:__________________________________
By:_____________________________________
Name:___________________________________
Title:__________________________________
HIBERNIA NATIONAL BANK
By:_____________________________________
Name:___________________________________
Title:__________________________________
SAN PAOLO IMI SPA
By:_____________________________________
Name:___________________________________
Title:__________________________________
By:_____________________________________
Name:___________________________________
Title:__________________________________
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XXXXXX XXXX PLC
By:_____________________________________
Name:___________________________________
Title:__________________________________
By:_____________________________________
Name:___________________________________
Title:__________________________________
THE SUMITOMO BANC LIMITED
By:_____________________________________
Name:___________________________________
Title:__________________________________
BANCA COMMERCIALE ITALIANA
New York Branch
By:_____________________________________
Name:___________________________________
Title:__________________________________
By:_____________________________________
Name:___________________________________
Title:__________________________________
AMSOUTH BANK OF FLORIDA
By:_____________________________________
Name:___________________________________
Title:__________________________________
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XXX XXXX XX XXXXX-XXXXXXXXXX, XXX.,
XXX XXXX BRANCH
By:_____________________________________
Name:___________________________________
Title:__________________________________
BANKERS TRUST COMPANY
By:_____________________________________
Name:___________________________________
Title:__________________________________
THE DAI-ICHI KANGYO BANK, LIMITED
By:_____________________________________
Name:___________________________________
Title:__________________________________
NATIONAL AUSTRALIA BANK LIMITED
ACN 004044937
By:_____________________________________
Name:___________________________________
Title:__________________________________
SANWA BANK LIMITED
By:_____________________________________
Name:___________________________________
Title:__________________________________
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XXX XXXXX XXXX XXXXXXX, XXX XXXX
BRANCH
By:_____________________________________
Name:___________________________________
Title:__________________________________
WACHOVIA BANK OF GEORGIA, N.A.
By:_____________________________________
Name:___________________________________
Title:__________________________________
NATIONAL WESTMINSTER BANK PLC
By:_____________________________________
Name:___________________________________
Title:__________________________________
BANCA NAZIONALE DEL LAVORO S.p.A.
LONDON BRANCH
By:_____________________________________
Name:___________________________________
Title:__________________________________
CREDIT AGRICOLE INDOSUEZ
By:_____________________________________
Name:___________________________________
Title:__________________________________
By:_____________________________________
Name:___________________________________
Title:__________________________________
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XXXXX XXXXXX XXXX AND TRUST COMPANY
By:_____________________________________
Name:___________________________________
Title:__________________________________
THE CHASE MANHATTAN BANK
By:_____________________________________
Name:___________________________________
Title:__________________________________
LAZARD BROTHERS & CO., LIMITED
By:_____________________________________
Name:___________________________________
Title:__________________________________
SOUTHTRUST BANK, N.A.
By:_____________________________________
Name:___________________________________
Title:__________________________________
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