EXHIBIT 10.18
AMENDMENT NO. 3, dated as of December 4, 2003 (this
"Amendment No. 3" or this "Amendment"), in respect of the LONG-TERM
REVOLVING CREDIT AGREEMENT dated as of February 25, 1998, as amended
and restated as of December 7, 2001, and as amended through the date
hereof (the "Credit Agreement"), among BURLINGTON RESOURCES INC., a
Delaware corporation (the "Borrower"), the financial institutions (the
"Lenders") listed on the signature pages thereof, JPMorgan Chase Bank,
as administrative agent (the "Administrative Agent") and as auction
administrative agent, Citibank, N.A. and Fleet National Bank, as
co-syndication agents, and Bank of America, N.A. and Toronto Dominion
(Texas), Inc., as co-documentation agents.
The Borrower has requested that the Credit Agreement be amended as set
forth in Section 1 below, and the other parties hereto are willing so to amend
the Credit Agreement. Each capitalized term used but not defined herein and
defined in the Credit Agreement has the meaning assigned thereto in the Credit
Agreement.
In consideration of the premises and the agreements and provisions
herein contained, the parties hereto hereby agree, on the terms and subject to
the conditions set forth herein, as follows:
SECTION 1. Amendment. Pursuant to Section 8.01 of the Credit Agreement
and upon the effectiveness of this Amendment No. 3 as provided in Section 3
below, the Credit Agreement shall be amended as follows:
(a) Amendments of Section 1.01. Section 1.01 is amended as follows:
(i) The following definition is added to Section 1.01 in its
appropriate alphabetical location:
"'RELATED PERSON' means, with respect to any member of the group
comprised of a particular Business Entity and its Affiliates and the respective
directors, officers, employees or agents of such Business Entity and its
Affiliates, each other member of such group."
(ii) The definition of "Capitalization" is amended by replacing the
phrase "Consolidated Tangible Net Worth" with the following: "such common
stockholders' equity of the Borrower";
(iii) The definition of "Canadian Credit Agreement" is amended to read
as follows:
"'CANADIAN CREDIT AGREEMENT' means the Canadian Credit Agreement dated
as of March 31, 2000, as amended and restated through the date hereof, among
Burlington Resources Canada Ltd. and Burlington Resources Canada (Hunter) Ltd.
(f/k/a Canadian Hunter Exploration Ltd.), as the borrowers, Burlington Resources
Inc., as parent, the financial institutions party thereto, XXXxxxxx Xxxxx Xxxx,
Xxxxxxx Branch, as administrative agent for such financial institutions,
Citibank, N.A., Canadian branch, and Fleet National Bank, as co-
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syndication agents, and Bank of America, N.A., Canada Branch and The Bank of
Nova Scotia as co-documentation agents, as the same may be amended, restated,
supplemented, extended, replaced or otherwise modified from time to time.";
(iv) The definition of "Clam Credit Agreement" is amended by
replacing the clauses after "refinancing such Amended and Restated Credit
Agreement," with the following: "in each case, as amended, restated,
supplemented, extended, replaced or otherwise modified from time to time.";
(v) The definition of "Eurodollar Rate" is amended to read as
follows:
"'EURODOLLAR RATE' means, for any Interest Period for each
Eurodollar Rate Advance comprising part of the same A Borrowing, the rate
appearing on Page 3750 of the Dow Xxxxx Market Service (or on any successor or
substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period. In the event that such rate is not available at such time for
any reason, then the "Eurodollar Rate" with respect to such A Borrowing for such
Interest Period shall be the rate at which dollar deposits of $5,000,000 and for
a maturity comparable to such Interest Period are offered by the principal
London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.";
(vi) The definition of "Xxxxxx Gold Loans" is amended by
inserting after "restated," the clause "supplemented," and after "extended" the
following: ",replaced";
(vii) The definition of "Reference Banks" is amended by
deleting the definition; and
(viii) The definition of "Short-Term Revolving Credit
Agreement" is amended to read as follows:
"'SHORT-TERM REVOLVING CREDIT AGREEMENT' means the Short-Term
Revolving Credit Agreement dated as of February 25, 1998, as amended and
restated through the date hereof, among the Borrower, the financial institutions
party thereto, JPMorgan, as administrative agent and auction administrative
agent for such financial institutions, Citibank, N.A. and Fleet National Bank,
as co-syndication agents, and Bank of America, N.A. and The Bank of Nova Scotia,
as co-documentation agents, as the same may be amended, restated, supplemented,
extended, replaced or otherwise modified from time to time."
(b) Amendment of Section 1.03. Section 1.03 is amended to read
as follows:
"Section 1.03. Accounting and Other Terms. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with generally accepted accounting principles as in
effect and as applied at December 31, 2002.
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"INCLUDE", "INCLUDES" and "INCLUDING" shall be deemed to be followed by "without
limitation" whether or not they are in fact followed by such words or words of
like import. References to any agreement or contract are to such agreement or
contract as amended, modified or supplemented from time to time in accordance
with the terms hereof and thereof."
(c) Amendment of Section 2.02. Section 2.02(a) is amended by
replacing "JPMorgan Chase Bank, Agency Services, One Chase Xxxxxxxxx Xxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxx" with the following:
"JPMorgan Chase Bank, Loan and Agency Services, 0000 Xxxxxx, 00xx Xxxxx,
Xxxxxxx, Xxxxx 00000, Attention: Xxxxx Xxxxxxxxx".
(d) Amendments of Section 2.08. (i) Section 2.08 is amended by
deleting paragraphs (a) and (c) and redesignating paragraphs (d), (e) and (f) as
(b), (c) and (d) respectively; and
(ii) Section 2.08(b) is redesignated as paragraph (a) and is
amended to read as follows:
"(a) The Administrative Agent shall give prompt notice to the
Borrower and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.06(a)(i) or (ii)."
(e) Amendment of Section 2.14. Section 2.14(a) is amended by
replacing "JPMorgan Chase Bank, Agency Services, One Chase Xxxxxxxxx Xxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxx" with the following:
"JPMorgan Chase Bank, Loan and Agency Services, 0000 Xxxxxx, 00xx Xxxxx,
Xxxxxxx, Xxxxx 00000, Attention: Xxxxx Xxxxxxxxx".
(f) Amendment of Section 4.01. Section 4.01(e) is amended by
inserting after the phrase "generally accepted accounting principles
consistently applied" the following: "(except as disclosed therein)".
(g) Amendment of Section 5.01. Section 5.01(d) is amended to
read as follows:
"(d) BOOKS AND RECORDS. Keep, and cause each of its
Subsidiaries to keep, proper books of record and account, in which full and
correct entries shall be made of all financial transactions and the assets and
business of the Borrower and each Subsidiary in accordance with generally
accepted accounting principles either (i) applied consistently with those
referred to in Section 1.03 or (ii) applied in a changed manner that does not,
under generally accepted accounting principles or public reporting requirements
applicable to the Borrower, either require disclosure in the consolidated
financial statements of the Borrower and its consolidated Subsidiaries or
require the consent of the accountants which (as required by Section 5.03(b))
report on such financial statements for the fiscal year in which such change
shall have occurred, or (iii) applied in a changed manner not covered by clause
(ii) above provided such change shall have been disclosed to the Administrative
Agent and shall have been consented to by the accountants which (as required by
Section 5.03(b)) report on the consolidated financial statements of the Borrower
and its consolidated Subsidiaries for the fiscal year in which such change shall
have occurred, provided that if, notwithstanding the provisions
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of Section 1.03, any change referred to in clause (ii) or (iii) above would
result in a covenant contained in Section 5.01 or 5.02 being calculated or
construed in a materially different manner or with materially different results
than if such covenant were calculated or construed in accordance with the
provisions of Section 1.03, the Administrative Agent, the Lenders and the
Borrower agree, upon request by the Borrower to the Administrative Agent or by
the Administrative Agent to the Borrower, to amend the covenants contained in
Section 5.01 and 5.02 so that the relative protection afforded thereby to the
Lenders and the relative flexibility afforded thereby to the Borrower will in
substance be retained after such amendment, provided, however, that until such
amendment becomes effective hereunder, the covenants as set forth herein shall
remain in full force and effect and those definitions and accounting principles
applicable to the Borrower and its consolidated Subsidiaries which do meet the
standards set forth in Section 1.03 shall be applied to determine whether or not
the Borrower is in compliance with such covenants."
(h) Amendment of Section 5.02. Section 5.02(b) is amended to
have clause (1) read as follows:
"(1) the sum (without duplication) of (i) consolidated Debt of
the Borrower and its consolidated Subsidiaries plus (ii) the aggregate amount
(determined on a consolidated basis) of Guaranties by the Borrower and its
consolidated Subsidiaries is less than 60% of Capitalization, provided that Debt
for borrowed money maturing within one year and evidenced by instruments
commonly known as commercial paper or Canadian variable demand notes (other than
Debt incurred pursuant to this Agreement, the Short-Term Revolving Credit
Agreement, the Canadian Credit Agreement or any other liquidity, working capital
or acquisition financing facility with banks or other financial institutions or
any replacement therefor), shall not exceed the sum of the unused commitments
under the Canadian Credit Agreement and the aggregate of the Borrower's unused
bank lines of credit and unused credit available to the Borrower under financing
arrangements with banks or other financial institutions; and";
(i) Amendments of Section 5.03. (i) Section 5.03(a) is amended
by inserting after the phrase "generally accepted accounting principles"
wherever it appears the words "then in effect";
(ii) Section 5.03(a) is amended by deleting the word "and" in
front of (iv) and inserting after clause (iv) thereof:
"and (v) if the financial statements for such quarter shall
reflect any change in generally accepted accounting principles from those
referred to in Section 1.03 that shall have the effect of changing the
information presented in the financial statements accompanying such certificate
from what such information would have been if presented in accordance with the
generally accepted accounting principles referred to in Section 1.03, a
statement describing the nature of such change; provided that no such statement
shall be required to the extent (A) such description is set forth in such
financial statements or the notes thereto or (B) a statement with respect to
such change shall have been delivered in connection with the delivery of, or
disclosed in, financial statements under Section 5.03 (a), (b) or (e) for any
prior fiscal period;";
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(iii) Section 5.03(b) is amended by inserting the after the
phrase "generally accepted accounting principles" the words "then in effect";
(iv) Section 5.03(c) is amended by replacing the word "and" in
front of (iii) with a comma and inserting after clause (iii) thereof:
"and (iv) if the financial statements for such fiscal year
shall reflect any change in generally accepted accounting principles from those
referred to in Section 1.03 that shall have the effect of changing the
information presented in the financial statements accompanying such certificate
from what such information would have been if presented in accordance with the
generally accepted accounting principles referred to in Section 1.03, a
statement describing the nature of such change; provided that no such statement
shall be required to the extent (A) such description is set forth in such
financial statements or the notes thereto or (B) a statement with respect to
such change shall have been delivered in connection with the delivery of, or
disclosed in, financial statements under Section 5.03 (a), (b) or (e) for any
prior fiscal period;"; and
(v) Section 5.03(f) is amended to read as follows:
"(f) promptly after the Borrower has had a reasonable
opportunity to preliminarily evaluate the same, written notice of all litigation
and of all proceedings before any governmental or regulatory agencies against or
involving the Borrower or any Material Subsidiary, except any litigation or
proceeding which in the reasonable judgment of the Borrower (taking into account
the exhaustion of all appeals) is not likely to have a material adverse effect
on the consolidated financial condition of the Borrower and its consolidated
Subsidiaries taken as a whole, which notice may be effected by delivery, in
accordance with applicable securities laws, of reports and statements referred
to in clause (a), (b) or (e) above;".
(j) Amendment of Section 8.02. Section 8.02 is amended to read
as follows:
"SECTION 8.02 Notices, Etc. (a) Except as otherwise provided
in Section 2.02(a) or 2.10(ii), all notices and other communications provided
for hereunder shall be in writing and mailed by certified mail, return receipt
requested and postage prepaid, or telecopied, telefaxed or otherwise
teletransmitted, or delivered, if to the Borrower, at 0000 Xxxxxxxxxx, Xxxxx
0000, Xxxxxxx, Xxxxx 00000, Attention: Treasurer, Telefax: (000) 000-0000; if to
any Initial Lender, at its Domestic Lending Office set forth in such Initial
Lender's Administrative Questionnaire; if to any other Lender at its Domestic
Lending Office specified in the Assignment and Acceptance or Commitment Increase
Agreement pursuant to which it became a Lender or at the address for notices
specified in the Designation Agreement pursuant to which it became a party
hereto; if to the Administrative Agent, in care of JPMorgan Chase Bank, Loan and
Agency Services, 0000 Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000, Attention: Xxxxx
Xxxxxxxxx, Telefax: (000) 000-0000, with a copy to JPMorgan Chase Bank, at 000
Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx,
Telefax: (000) 000-0000; and if to the Auction Administrative Agent, at JPMorgan
Chase Bank, Loan and Agency Services, 0000 Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx
00000, Attention: Xxxxx Xxxxxxxxx, Telefax: (000) 000-0000; or, as to each
party, at such other address as shall be designated by such party in a written
notice to the other parties.
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(b) All such notices and communications shall be effective,
(i) in the case of any notice or communication given by certified mail, when
receipted for, (ii) in the case of any notice or communication given by
telecopy, telefax or other teletransmission, when confirmed by appropriate
answerback, in each case addressed as aforesaid, (iii) in the case of any notice
or communication delivered by hand or courier, when so delivered and (iv) in the
case of any report, notice or information referred to in Section 8.02(c), when
posted with posting confirmed by electronic correspondence, or otherwise deemed
delivered pursuant to procedures approved by the Administrative Agent, except
that notices and communications to the Administrative Agent pursuant to Article
2 or 7 shall not be effective until received by the Administrative Agent. A
notice received by the Administrative Agent or a Lender by telephone pursuant to
Section 2.02(a) or 2.10(ii) shall be effective if the Administrative Agent or
Lender believes in good faith that it was given by an authorized representative
of the Borrower and acts pursuant thereto, notwithstanding the absence of
written confirmation or any contradictory provision thereof.
(c) Reports, notices, and information required to be delivered
pursuant to Section 5.03 shall be deemed to have been delivered if such reports,
notices, and information (or, in the case of any information, one or more annual
or quarterly reports containing such information) shall have been posted by the
Administrative Agent on an IntraLinks or similar site to which the Lenders have
been granted access or shall be available on the website of the Securities and
Exchange Commission at xxxx://xxx.xxx.xxx (and, in each case, a confirming
electronic correspondence shall have been delivered or caused to be delivered
providing notice of such posting or availability); provided that the Borrower
shall deliver paper copies of such information to any Lender that requests such
delivery. Reports, notices and information required to be delivered pursuant to
Section 5.03 may also be delivered by electronic communications pursuant to
procedures approved by the Administrative Agent. Categories of reports, notices
and information approved by the Administrative Agent may be given by e-mail
pursuant to procedures approved by the Administrative Agent."
(k) Amendments of Section 8.04. (i) Section 8.04(b) is amended
by replacing the reference to Section 2.08(f) with a reference to Section
2.08(d); and
(ii) Section 8.04(c) is amended to read as follows:
"(c) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT AND EACH LENDER AND THEIR RESPECTIVE RELATED PERSONS
(COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS,
DAMAGES, LIABILITIES AND EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL)
WHICH MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNIFIED PARTY IN CONNECTION
WITH OR ARISING OUT OF ANY INVESTIGATION, LITIGATION, OR PROCEEDING (WHETHER OR
NOT SUCH INDEMNIFIED PARTY IS PARTY THERETO) RELATED TO ANY ACQUISITION OR
PROPOSED ACQUISITION BY THE BORROWER, OR BY ANY SUBSIDIARY OF THE BORROWER, OF
ALL OR ANY PORTION OF THE EQUITY INTERESTS IN, OR SUBSTANTIALLY ALL THE ASSETS
OF, ANY PERSON OR ANY USE OR PROPOSED USE OF THE ADVANCES BY THE BORROWER
(EXCLUDING ANY CLAIMS, DAMAGES, LIABILITIES OR EXPENSES INCURRED BY
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REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY
OR ANY OF ITS RELATED PERSONS, OR BY REASON OF ANY USE OR DISCLOSURE BY SUCH
INDEMNIFIED PARTY OR ANY OF ITS RELATED PERSONS OF INFORMATION RELATING TO ANY
SUCH ACQUISITION OR PROPOSED ACQUISITION OR ANY SUCH USE OR PROPOSED USE OF THE
ADVANCES)."
(l) Amendment of Section 8.08. Section 8.08 is amended by
inserting "(a)" before the first paragraph thereof, and by inserting therein a
new paragraph (b), as follows:
"(b) Notwithstanding anything herein to the contrary, any
party subject to confidentiality obligations hereunder (and any employee,
representative or other agent of such party) may disclose to any and all
persons, without limitation of any kind, such party's U.S. federal income tax
treatment and the U.S. federal income tax structure of the transactions
contemplated hereby relating to such party and all materials of any kind
(including opinions or other tax analyses) that are provided to it relating to
such tax treatment and tax structure. However, no disclosure of any information
relating to such tax treatment or tax structure may be made to the extent
nondisclosure is reasonably necessary in order to comply with applicable
securities laws."
SECTION 2. Representations and Warranties. The Borrower
represents and warrants as of the effective date of this Amendment to each of
the Lenders that:
(a) Immediately before and immediately after giving
effect to this Amendment, the representations and warranties set forth
in the Credit Agreement are true and correct in all material respects
with the same effect as if made on the effective date hereof, except to
the extent such representations and warranties expressly relate to an
earlier date or period.
(b) Immediately before and immediately after giving
effect to this Amendment, no Event of Default or Default has occurred
and is continuing.
SECTION 3. Conditions to Effectiveness. This Amendment No. 3
shall become effective as of the date hereof when the Administrative Agent shall
have received counterparts of this Amendment No. 3 that, when taken together,
bear the signatures of the Borrower, the Administrative Agent, and the Majority
Lenders.
SECTION 4. Agreement. Except as specifically stated herein,
the provisions of the Credit Agreement are and shall remain in full force and
effect. As used therein, the terms "Credit Agreement", "herein", "hereunder",
"hereinafter", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Credit Agreement as amended hereby.
SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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SECTION 6. Counterparts. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract.
SECTION 7. Expenses. The Borrower agrees to reimburse the
Administrative Agent for all out-of-pocket expenses incurred by it in connection
with this Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent.
[The remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first written above.
BURLINGTON RESOURCES INC.
By: /s/ XXXXXX X. XXXX
---------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President and
Treasurer
10
Signature page to the BURLINGTON RESOURCES
INC. Amendment No. 3 dated as of December 4,
2003 to the Long Term Revolving Credit
Agreement dated as of February 25, 1998 as
amended and restated as of December 7, 2001
and as amended through the date hereof
JPMORGAN CHASE BANK, individually and as
Administrative Agent and Auction
Administrative Agent
By: /s/ XXXXXXX X. XXXXXXX
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
11
Signature page to the BURLINGTON RESOURCES
INC. Amendment No. 3 dated as of December 4,
2003 to the Long Term Revolving Credit
Agreement dated as of February 25, 1998 as
amended and restated as of December 7, 2001
and as amended through the date hereof
CITIBANK, N.A., individually and as
Co-Syndication Agent
By: /s/ XXX X. XXXXX
-----------------------------
Name: Xxx X. Xxxxx
Title: Attorney-in-Fact
12
Signature page to the BURLINGTON RESOURCES
INC. Amendment No. 3 dated as of December 4,
2003 to the Long Term Revolving Credit
Agreement dated as of February 25, 1998 as
amended and restated as of December 7, 2001
and as amended through the date hereof
FLEET NATIONAL BANK, individually and as
Co-Syndication Agent
By: /s/ XXXXXXXX XXXXX
---------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Managing Director
13
Signature page to the BURLINGTON RESOURCES
INC. Amendment No. 3 dated as of December 4,
2003 to the Long Term Revolving Credit
Agreement dated as of February 25, 1998 as
amended and restated as of December 7, 2001
and as amended through the date hereof
BANK OF AMERICA, N.A., individually and as
Co-Documentation Agent
By: /s/ XXXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
14
Signature page to the BURLINGTON RESOURCES
INC. Amendment No. 3 dated as of December 4,
2003 to the Long Term Revolving Credit
Agreement dated as of February 25, 1998 as
amended and restated as of December 7, 2001
and as amended through the date hereof
Name of Institution: ABN AMRO BANK N.V.
By: /s/ XXXX X. XXXX
-------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
By: /s/ XXXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
Name of Institution: THE BANK OF NEW YORK
By: /s/ XXXXX XXXXXXXX
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice-President
Name of Institution: THE BANK OF NOVIA SCOTIA
By: /s/ X. XXXX
-------------------------------------
Name: X. Xxxx
Title: Senior Manager
Name of Institution: THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ XXXX X. XXXXXX
-------------------------------------
Name: Xxxx X. XxXxxx
Title: V.P. & Manager
Name of Institution: BANK ONE, NA
By: /s/ XXXX BEKKEIL
-------------------------------------
Name: Xxxx Bekkeil
Title: Director
Name of Institution: BARCLAYS BANK Plc
By: /s/ XXXXXXXX X. XXXX
-------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Director-Loan Transaction Management
Name of Institution: BMO XXXXXXX XXXXX FINANCING, INC.
By: /s/ XXXXX X. XXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Name of Institution: CREDIT SUISSE FIRST-BOSTON,
acting through its Cayman Islands Branch
By: /s/ XXXXX X. XXXXX
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Director
By: /s/ XXXXX X. XXXX
-------------------------------------
Name: Xxxxx X. Xxxx
Title: Associate
Name of Institution: FLEET NATIONAL BANK
By: /s/
-------------------------------------
Name:
Title:
Name of Institution: MELLON BANK, N.A.
By: /s/ XXXXX X. XXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Name of Institution: ROYAL BANK OF CANADA
By: /s/ XXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Authorized Signatory
Name of Institution: ROYAL BANK OF SCOTLAND plc
By: /s/ XXXXX XXXXXXX
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
Name of Institution: WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ XXXXX XXXXXXXXX
-------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
Name of Institution: XXXXX FARGO BANK, N.A.
By: /s/ XXXX X. XXXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
