Exhibit 10.01
KEY: [SO/ {TEXT}] MEANS STRIKE OUT
[DBL/ {TEXT}] MEANS DOUBLE UNDERLINING
Cumulative amendment (this amendment) dated as of May 28,
1996 to the Three-Year Competitive Advance and Revolving
Credit Facility Agreement dated as of July 23, 1993 as
amended and restated as of May 31, 1994 (as so amended and
restated, together with its Exhibits and Schedules, the 1994
Agreement), and as further amended by the amendment dated as
of May 30, 1995 (the 1995 Amendment), among
o Xxxxx Xxxxxx Holdings Inc. (formerly Xxxxx Xxxxxx Shearson
Holdings Inc.), a Delaware corporation,
o the Lenders,
o Bank of America National Trust and Savings Association,
Chemical Bank,
Citibank, N.A. and
Credit Lyonnais New York Branch,
as Managing Agents,
o Bank of Montreal,
The Bank of New York,
The Bank of Tokyo -- Mitsubishi Trust Company,
Barclays Bank PLC,
Canadian Imperial Bank of Commerce,
Deutsche Bank AG New York Branch and/or Cayman
Islands Branch,
First Union National Bank
Fleet National Bank
Mellon Bank, X.X.
Xxxxxx Guaranty Trust Company of New York
NationsBank, N.A. (South),
PNC Bank, National Association
Royal Bank of Canada,
Societe Generale, New York Branch and
Xxxxx Fargo Bank, N.A.,
as Co-Agents, and
o Chemical Bank,
as Administrative Agent
------------------------------------------------------------
The parties, intending to be legally bound, agree as follows:
1 Terms, etc. Except as otherwise stated in this amendment,
terms used in this amendment that are defined in
a defined terms the 1994 Agreement shall have the meanings given
them in the 1994 Agreement.
--------------------------------------------------------------------------------
b section references Except as otherwise stated, page and section
references are to the 1994 Agreement.
c revision markings Except as otherwise stated, in this amendment,
where a section is shown as amended by this
amendment, new language is shown [DBL/ double
underlined], deleted language is shown in [SO/
strikeout], and language that is unchanged is
indicated by an ellipsis (...). Deleted language,
double underlining and ellipses are for
convenience only and are not part of the 1994
Agreement as amended by this amendment (as so
amended, the 1996 Agreement). New and deleted
language are shown with reference to the 1994
Agreement as amended by the 1995 Amendment. Where
a provision is carried over from the 1995
Amendment, a bracketed notation to that effect is
made in the relevant heading.
2 1995 Amendment Except to the extent restated in this amendment,
the provisions of the 1995 Amendment shall be of
no further effect.
3 Amendments The 1994 Agreement is amended as follows:
a Agents The terms 'Managing Agent' and 'Co-Agent' shall
each refer to the financial institutions
identified as such above.
b Xxxxx Xxxxxx On June 1, 1994, Xxxxx Xxxxxx Shearson Holdings
Holdings Inc. changed its name to 'Xxxxx Xxxxxx Holdings
Inc.' Accordingly, all occurrences of 'Xxxxx
Xxxxxx Shearson Holdings Inc.' are replaced by
'Xxxxx Xxxxxx Holdings Inc.'
c Xxxxx Xxxxxx Inc. On June 1, 1994, Xxxxx Xxxxxx Shearson Inc.
changed its name to 'Xxxxx Xxxxxx Inc.'
Accordingly,
o The definition of 'SBS' in section 1.01 (p 31)
is deleted.
o A new definition is inserted immediately
following the definition of 'SIPC' in Section
1.01 to read:
"Xxxxx Xxxxxx" shall mean Xxxxx Xxxxxx Inc.,
------------
a Delaware corporation and a wholly owned
subsidiary of the Borrower. Xxxxx Bar-
2
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ney was formerly called Xxxxx Xxxxxx Shearson
Inc. and before that Xxxxx Xxxxxx, Xxxxxx Xxxxx
& Co. Incorporated.
o All occurrences of 'Xxxxx Xxxxxx Shearson Inc.'
(except for the occurrence in the new
definition of 'Xxxxx Xxxxxx') shall be replaced
by 'Xxxxx Xxxxxx Inc.,' and all occurrences of
'SBS' shall be replaced by 'Xxxxx Xxxxxx.'
d Travelers Group Inc. On April 26, 1995, The Travelers Inc. changed its
name to Travelers Group Inc. Accordingly, the
definition of 'Travelers' in section 1.01 (p 33)
shall read (revisions not marked):
"Travelers" shall mean Travelers Group Inc.,
---------
a Delaware corporation, of which the Borrower
is a subsidiary. Prior to April 26, 1995,
Travelers was named The Travelers Inc. and
prior to January 1, 1994, Travelers was named
Primerica Corporation.
e Applicable Fee The table in the definition of 'Applicable Fee
Percentage Percentage' in Section 1.01 (p 5) shall read:
================================================================
Ratings Facility
------- --------
Applicable to Index Fee
------------------- ---
Debt
----
----------------------------------------------------------------
Category 1
----------
A- or higher by S&P [SO/ .1500%][DBL/ .1250%]
A3 or higher by
Moodys
----------------------------------------------------------------
Category 2
----------
BBB+, BBB by S&P [SO/ .2000%][DBL/ .1875%]
Baa1, Baa2 by Moodys
----------------------------------------------------------------
Category 3
----------
BBB- by S&P .2500%
Baa3 by Xxxxx'x
----------------------------------------------------------------
3
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----------------------------------------------------------------
Category 4
----------
BB+ or below* by S&P .3750%
Ba1 or below* by
Xxxxx'x
================================================================
* or unrated
f Applicable Margin The table in the definition of 'Applicable
Margin' in Section 1.01 (p 6) shall read:
================================================================
Eurodollar
----------
Ratings Standby CD Loan ABR Loan
------- ------- ------- --------
Applicable to Loan Margin Margin
------------- ---- ------ ------
Index Debt Margin
---------- ------
----------------------------------------------------------------
Category 1
----------
A- or higher by
S&P [SO/ .2000%] [SO/ .3250%] 0%
A3 or higher by [DBL/ .2250%] [DBL/ .3500%]
Moodys
----------------------------------------------------------------
Category 2
----------
BBB+, BBB by S&P [SO/ .3000%] [SO/ .4250%] 0%
Xxx0, Xxx0 by [DBL/ .3125%] [DBL/ .4375%]
Moodys
----------------------------------------------------------------
Category 3
----------
BBB- by S&P .3750% .5000% 0%
Baa3 by Xxxxx'x
----------------------------------------------------------------
Category 4
----------
BB+ or below* by .6250% .7500% .500%
S&P
Ba1 or below* by
Xxxxx'x
================================================================
* or unrated
g Maturity Date The definition of 'Maturity Date' in Section 1.01
(p 3 of the 1995 Amendment) shall read:
"Maturity Date" shall mean [SO/ May 30,
-------------
1998] [DBL/ May 28, 1999].
h Required Lenders The definition of 'Required Lenders' in Section
[unchanged from 1995 1.01 (p 4 of 1995 Amendment) shall read:
4
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Amendment] "Required Lenders" shall mean, at any time,
----------------
Lenders having Commitments representing at
least 66-2/3% of the Total Commitments or, for
purposes of actions taken to accelerate Loans
under Article VII, Lenders holding Loans
representing at least 66-2/3% of the aggregate
principal amount of the Loans outstanding.
i Significant Subsidi- The definition of 'Significant Subsidiary' in
ary Section 1.01 (p 31) shall read:
"Significant Subsidiary" shall mean at any
----------------------
time [SO/ MMC, SBA, SSI,] Xxxxx Xxxxxx and any
other Subsidiary which at such time shall be a
"significant subsidiary" of the Borrower within
the meaning of Rule 1-02 of Regulation S-X of
the SEC as in effect on the date hereof.
j deleted definitions The definitions of 'Acquisition,' 'MMC,' '1993
364-Day Facility,' 'Refinancing Facility,' 'SBA,'
'SBH Subordinated Loan,' 'SBI,' 'SLB' and 'SSI'
in Section 1.01 are deleted.
k Lenders and Schedule 2.01, which shows the name and address
Commitments of each Lender, its contact person (with phone
and telecopy number) and its Commitment, is
replaced by Schedule 2.01 to this amendment.
References in this amendment to the Lenders shall
refer to the Lenders as shown on Schedule 2.01 to
this amendment. On and as of the Effective Date,
the Lenders shall make any necessary payments,
assignments and purchases among themselves so
that any outstanding Loans will be held by the
Lenders ratably in accordance with the
Commitments set forth on Schedule 2.01 to this
Amendment. The Administrative Agent shall
determine the final payments, assignments or
purchases necessary to effect the transactions
contemplated by the preceding sentence, which
shall be deemed to have been effected in
accordance with Section 9.04, 'Successors and
Assigns,' of the 1996 Agreement.
l funding Section 2.02 (c) (p 17) shall read:
5
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(c) Subject to Section 2.05, each Lender
shall make each Loan to be made by it hereunder
on the proposed date thereof by wire transfer
of immediately available funds to the
Administrative Agent in New York, New York, not
later than 11:00 a.m., New York City time [DBL/
(or 2:00 p.m., New York City time, in the case
of an ABR Loan to be made on the same day as a
Standby Borrowing Request therefor is given)],
and the Administrative Agent shall by 2:00
p.m., New York City time [DBL/ (or 5:00 p.m.,
New York City time, in the case of such an ABR
Loan)], credit the amounts so received to the
general deposit account of the Borrower with
the Administrative Agent ....
m Notice for ABR Clause (c) of the first sentence of Section 2.04,
Borrowing 'Standby Borrowing Procedure' (p 41), shall read:
... (c) in the case of an ABR Borrowing, not
later than [SO/ 9:30] [DBL/ 11:00] a.m., New
York City time, on the same Business Day of a
proposed borrowing.
n environmental Section 3.16, 'Environmental and Safety Matters'
representation (p 66) and the related Schedule 3.16 are deleted.
o added condition to A new paragraph (d) is added to Article IV,
lending 'Conditions of Lending' (p 67), immediately
following paragraph (c) to read as follows:
(d) At the time of and immediately after
such Borrowing, no "Default" and no "Event of
Default" (as such terms are defined in the
Other Bank Facility) shall have occurred and be
continuing under the Other Bank Facility.
and the last sentence of Article IV shall read:
Each Borrowing shall be deemed to constitute
a representation and warranty by the Borrower
on the date of such Borrowing as to the matters
specified in paragraphs (b)[DBL/ ,] [SO/ and]
(c) [DBL/ and (d)] of this Article IV.
6
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p Reports Section 5.04(d) (p 70) shall read:
(d) promptly after the filing with or
submission thereof to the NYSE or the SEC, a
complete copy of each monthly and quarterly
FOCUS Report of Xxxxx Xxxxxx [SO/ and any
reports filed by MMC or SBA with the SEC, NYSE
or any similar regulatory authority];
q Notice of affiliate Section 5.05(c) (p 71) shall read:
transactions
(c) all communications given by the Borrower or
Xxxxx Xxxxxx to, or received by the Borrower
or Xxxxx Xxxxxx from, the SEC, NASD, NYSE, or
any similar regulatory authorities (x) pursuant
to Rule 15c3-1 regarding [SO/ (i)] proposed or
actual capital withdrawals from Xxxxx Xxxxxx of
$5,000,000 or more or [SO/ (ii) advances or
loans to affiliates by Xxxxx Xxxxxx of
$5,000,000 or more, (iii) other material
affiliate transactions of Xxxxx Xxxxxx or (iv)]
any order or other restriction imposed by any
such authority limiting or prohibiting capital
withdrawals from Xxxxx Xxxxxx or (y) regarding
any material violations of rules or regulations
applicable to Xxxxx Xxxxxx.
r Use of Proceeds Section 5.08 (p 72) shall read:
SECTION 5.08. Use of Proceeds. Use the
---------------
proceeds of the Loans only for general
corporate purposes not otherwise prohibited by
the provisions of this Agreement, including to
repay existing Indebtedness[SO/ ,] [DBL/ or] to
make loans or advances to Subsidiaries [SO/ and
to finance a portion of the cash purchase price
payable to SLB in the Acquisition].
s Affiliate
transactions Subsections (a), (c) and (d) of Section 6.04 (p
75), which restrict loans or advances to or by
non-subsidiary affiliates, are deleted so that
the section reads (deleted language not shown):
SECTION 6.04. [DBL/ Subordinated] Loans and
----------------------------
7
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Advances [DBL/ to Subsidiaries]. Make or permit
------------------------------
to exist any loans or advances to any
Subsidiary which constitute Subordinated
Indebtedness of such Subsidiary, other than (i)
Qualifying Subordinated Indebtedness of Xxxxx
Xxxxxx owed to the Borrower, (ii) Subordinated
Indebtedness owed to the Borrower or a
Subsidiary by domestic or foreign regulated
securities Subsidiaries and (iii) approximately
$19,000,000 of existing Subordinated
Indebtedness of Xxxxx Xxxxxx owed to a
subsidiary of Xxxxx Xxxxxx.
t Net worth Section 6.09 (p 78) shall read:
SECTION 6.09. Consolidated Adjusted Net
-------------------------
Worth. At any time after [SO/ the Closing Date]
-----
[DBL/ December 31, 1995] permit Consolidated
Adjusted Net Worth of the Borrower to be less
than the sum of (i) [SO/ $1,350,000,000][DBL/
$1,600,000,000] plus (ii) an amount equal to
the sum of (A) 25% of the Borrower's
Consolidated Net Income in each fiscal year
ending after December 31, [SO/ 1992,][DBL/
1995], if any, in which such Consolidated Net
Income is positive and (B) .....
u Maintenance of Section 6.10 (p 78) shall read:
liquidity
SECTION 6.10. Maintenance of liquidity.
------------------------
Permit (i) the sum of (a) ... plus (d) the
----
aggregate amount of undrawn commitments under
the Revolving Credit Facilities[SO/ , any
Refinancing Facility] and any [SO/ other]
Qualifying Committed Credit Facility, .... For
purposes of this Section 6.10, during the
60-day period immediately prior to the maturity
date or scheduled termination date of the Other
Bank Facility [SO/ or any Refinancing
Facility], all undrawn commitments under the
Other Bank Facility [SO/ or such Refinancing
Facility] shall be disregarded and all
outstanding borrowings under the Other Bank
Facility [SO/ or such Refinancing Facility], to
the extent not due and payable, shall also be
disregarded.
8
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v Double leverage, SBI Section 6.14, 'Double Leverage' (p 79), Section
subsidiaries and 6.15, 'SBI Subsidiaries' (p 80) and Section 6.16,
capital investments 'Capital Investments in Certain Significant
Subsidiaries' (p 80), are deleted, as are the
references to such sections in Section 5.04(c).
w notice of default in Paragraph (c) of Article VII, 'Events of Default'
payment of interest (p 80) shall read:
or fees
(c) default shall be made in the payment of
any interest on any Loan or any Fee or any
other amount (other than an amount referred to
in (b) above) due under this Agreement, when
and as the same shall become due and payable,
and such default shall continue unremedied for
a period of five Business Days [DBL/ after
written notice thereof from the Administrative
Agent or any Lender is received by the
Borrower];
x cross default Paragraph (g) of Article VII (p 81) shall read:
(g) the Borrower or any Significant
Subsidiary shall (i) fail to pay any principal
or interest, regardless of amount, due under
the Other Bank Facility or due in respect of
any other Debt in a principal amount of [SO/
$25,000,000] [DBL/ $50,000,000] or more, when
and as the same shall become due and payable
(after expiration of any applicable grace
period specified in any instrument or agreement
evidencing or governing such Debt), or (ii)
....
y Non-voting preferred Paragraph (n) of Article VII (p 3 of the 1995
stock Amendment) shall read:
(n) the Borrower shall, on and after [SO/
the Closing Date][DBL/ May 28, 1996], cease to
own directly 100% of the capital stock of Xxxxx
Xxxxxx, [SO/ MMC, SBA or SSI(] other than[SO/ ,
in the case of Xxxxx Xxxxxx,] shares of
nonvoting, nonconvertible preferred stock of
Xxxxx Xxxxxx issued to one or more registered
broker-dealers [SO/ , pro-]
9
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[SO/ vided that the aggregate redemption value
of all of such stock shall at no time exceed
$25,000,000)];
z SIPC proceeding Paragraph (p) of Article VII (p 84) shall read:
(p) SIPC shall apply for a protective decree
with respect to Xxxxx Xxxxxx as provided in
SIPA [DBL/ , and such action is not dismissed
within 10 days];
aa Maturity of SB To reflect the extension of certain of Xxxxx
Subordinated Barney's Subordinated Indebtedness to the
Indebtedness [partly Borrower:
from 1995 Amendment]
o Section 1.1 of Exhibit E, 'Terms of the
Borrower's Subordinated Loans to Xxxxx Xxxxxx,'
shall read:
The Advances. The Borrower shall make
Advances to Xxxxx Xxxxxx from time to time from
the effective date of this agreement to June
25, [SO/ 1995] [DBL/ 1999]....
o Section 1.3 of Exhibit E shall read:
Repayment. Xxxxx Xxxxxx shall repay the
aggregate unpaid principal amount of each
Advance on June 25, [SO/ 1996] [DBL/ 2000].
o 'June 25, 1996' in the first paragraph of
Exhibit A to Exhibit E, 'Subordinated
Promissory Note,' shall be replaced by 'June
25, 2000.'
4 Effective date This amendment shall become effective on the
later of May 28, 1996 or the first date on which
all of the following conditions are satisfied
(the later of such dates being the Effective
Date):
a signature pages The Borrower, the Administrative Agent and each
Managing Agent and Lender have executed and
delivered to the Administrative Agent an original
or telecopied signature page to this amendment.
b representations and The representations and warranties in Article III
warranties of the 1996 Agreement shall be true in all
material respects as of the Effective Date,
except to the extent the representations and
warranties expressly relate to an earlier
10
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date. In addition, the Borrower represents and
warrants to each Lender that, as of the Effective
Date, there will not have occurred a material
adverse change since March 31, 1996 in the
consolidated financial condition, assets or
result of operations of the Borrower and the
Subsidiaries, taken as a whole (it being
understood that, unless a general market decline
results in such a material adverse change, it
shall not be deemed to constitute such a material
adverse change).
c compliance The Borrower is in compliance with all of the
terms of the 1996 Agreement, and no Default or
Event of Default under the 1996 Agreement is
continuing.
d legal opinion The Administrative Agent has received a favorable
written opinion of the General Counsel of the
Borrower, dated the Effective Date and addressed
to the Lenders under the 1996 Agreement,
covering, for the 1996 Agreement, substantially
those matters covered by the opinion dated May
31, 1994 delivered in connection with the closing
of the 1994 Agreement.
e legal matters All legal matters incident to the 1996 Agreement
are satisfactory to the Lenders under the 1996
Agreement and to Cravath, Swaine & Xxxxx, counsel
to the Administrative Agent (in such capacity,
Cravath).
f certificates The Administrative Agent has received
(i) a copy of the Borrower's certificate of
incorporation as in effect on the Effective Date,
certified as of a recent date by the Delaware
Secretary of State, and a certificate as of a
recent date from such Secretary of State as to
the Borrower's good standing;
(ii) a certificate of the Borrower's Secretary or
Assistant Secretary dated the Effective Date and
certifying
o that attached is a true and complete copy of
the by-laws of the Borrower as in effect on the
Effective Date,that attached is a true and
complete copy of resolutions duly adopted by
the Borrower's board of directors authorizing
the execution, delivery and performance of this
amendment, and that such
11
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resolutions are in full force and effect,
o that the Borrower's certificate of
incorporation has not been amended since the
date of the last amendment shown on the
certificate of good standing furnished pursuant
to clause (i) above, and
as to the identity of each officer executing this
amendment or any other document delivered on
behalf of the Borrower in connection with this
amendment; and
(iii) such other documents as the Lenders or
Cravath reasonably request.
g officer's The Administrative Agent has received a
certificate certificate, dated the Effective Date and signed
by a Financial Officer of the Borrower,
confirming compliance with the conditions
precedent set forth in paragraphs (b) and (c)
above.
5 Expenses The Borrower shall reimburse the Administrative
Agent for its reasonable out-of-pocket expenses
in connection with this amendment, including
Cravath's reasonable fees and disbursements.
6 New York law This amendment shall be governed by and construed
in accordance with the laws of the State of New
York.
Xxxxx Xxxxxx Holdings Inc.
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------
Treasurer
By: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------------------
Assistant Treasurer
Chemical Bank,
individually, as Managing Agent and as
Administrative Agent
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Managing Director
12
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Bank of America National Trust and Savings
Association,
individually and as Managing Agent
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Managing Director
Citibank, N.A.,
individually and as Managing Agent
By: /s/ Xxxxx X. Dodge
----------------------------------------
Vice President and Attorney-in-Fact
Credit Lyonnais New York Branch,
individually and as Managing Agent
By: /s/ Xxxxxx x'Xxxxxx
----------------------------------------
Senior Vice President
Bank of Montreal
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Director
The Bank of New York
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Vice President
The Bank of Tokyo -- Mitsubishi Trust
Company
By: /s/ Xxxxx X. Place
----------------------------------------
Vice President
13
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Barclays Bank PLC
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Associate Director
Canadian Imperial Bank of Commerce
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Authorized Signatory
Deutsche Bank AG New York Branch
and/or Cayman Islands Branch
By: /s/ Marc X.X. Xxxx
----------------------------------------
Assistant Vice President
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Assistant Vice President
First Union National Bank
By: /s/ Xxxx Xxxxxxxxxx
----------------------------------------
Vice President
Fleet National Bank
By: /s/ Xxxx X. Xxx
----------------------------------------
Vice President
Mellon Bank, N.A.
By: /s/ Xxxxxxx X. Xxxxx, III
----------------------------------------
Vice President
14
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Xxxxxx Guaranty Trust Company of New York
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------
Vice President
NationsBank, N.A. (South)
By: /s/ Xxxxx X. Xxxxx, Xx
----------------------------------------
Senior Vice President
PNC Bank, National Association
By: /s/ Xxxxxx X. Xxxx
----------------------------------------
Vice President
Royal Bank of Canada
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Manager
Societe Generale, New York Branch
By: /s/ Xxxx X.X. Xxxxxxx
----------------------------------------
Vice President
Xxxxx Fargo Bank, N.A.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Vice President
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------------------
Assistant Vice President
15
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Banque Paribas New York Branch
By: /s/ C.T. Spinnen
----------------------------------------
Senior Vice President
By: /s/ Xxxxx Xxxxxx
----------------------------------------
Vice President
Xxxxxxx Bank of Palm Beach County
By: /s/ D. Xxxx Xxxxx
----------------------------------------
Vice President
The Dai-Ichi Kangyo Bank, Ltd., New York Branch
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Vice President
Norwest Bank Minnesota, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Commercial Banking Officer
AmSouth Bank N.A.
By: /s/ R. Xxxx Xxxx
----------------------------------------
Vice President
Arab Bank PLC
By: /s/ Xxxxx Xxxxxxxxx
----------------------------------------
Senior Vice President
16
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Banca Commerciale Italiana, New York Branch
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------------------
Vice President
By: /s/ Xxxxx Xxx
----------------------------------------
Assistant Vice President
Bank Brussels Xxxxxxx, New York Branch
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
Assistant Vice President
By: /s/ Xxxxxxxx X.X. Vangaever
----------------------------------------
Vice President
Bank of Hawaii
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
Assistant Vice President
Banque Nationale de Paris, New York Branch
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Vice President
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------
Vice President
Credit Suisse
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Member of Senior Management
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------------
Associate
17
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The First National Bank of Boston
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Vice President
Gulf International Bank, B.S.C.
By: /s/ Abdel-Fattah Tahoun
----------------------------------------
Senior Vice President
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Assistant Vice President
Bayerische Hypotheken- und Wechsel-Bank,
Aktiengesellschaft, New York Branch
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------------------
First Vice President
By: /s/ Xxxxxxxx Xxxxxxx
----------------------------------------
Vice President
The Industrial Bank of Japan, Limited,
New York Branch
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------
Senior Vice President
Istituto Bancario San Paolo di Torino S.p.A.
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Vice President
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
First Vice President
18
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Kredietbank N.V.
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------
Assistant Treasurer
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------
Vice President
National Australia Bank Limited
ACN 004044937
By: /s/ Xxxxxxx X. XxXxxx
----------------------------------------
Vice President
The Northern Trust Company
By: /s/ Xxxxxx X. Xxxxxx, III
----------------------------------------
Commercial Banking Officer
The Sakura Bank, Limited New York Branch
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------
Senior Vice President & Manager
The Sanwa Bank, Limited, New York Branch
By: /s/ Xxxx-Xxxxxx Xxxxxxx
----------------------------------------
Vice President
The Sumitomo Bank, Limited, New York Branch
By: /s/ Xxxxxxxxx Xxxxxxxx
----------------------------------------
Joint General Manager
19
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Union Bank of Switzerland
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------
Vice President
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Managing Director
The Boatmen's National Bank of St. Louis
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Vice President
The First National Bank of Maryland
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Vice President
Australia and New Zealand Banking Group Limited
By: /s/ Xxxx X. Xxxxx
----------------------------------------
First Vice President
Bank Austria Aktiengesellschaft
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Vice President
By: /s/ J. Xxxxxxx Xxxx
----------------------------------------
Vice President
Branch Banking and Trust Co.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Vice President
20
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Banca Nazionale del Lavoro S.p.A. -- New
York Branch
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
Vice President
By: /s/ Xxxxxxxx Xxxxxxxx
----------------------------------------
First Vice President
CARIPLO-Cassa di Risparmio delle Provincie
Lombarde S.p.A., Grand Cayman Branch
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Vice President
By: /s/ Xxxxxx Xxxxx
----------------------------------------
First Vice President
Compagnie Financiere de CIC et de l'Union
Europeenne
By: /s/ Xxxx XxXxxxx Xxxxx
----------------------------------------
Vice President
By: /s/ Xxxx Xxxxxxx
----------------------------------------
Vice President
Commerzbank AG
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Senior Vice President
By: /s/ Xxxxxxx X. Early
----------------------------------------
Vice President
21
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Banco di Napoli, S.p.A.
By: /s/ Xxxx Xxxxx
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Executive Vice President
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
First Vice President
The Mitsubishi Trust and Banking Corporation,
New York Branch
By: /s/ Xxxxxxxx Xxxxx xx Xxxx
----------------------------------------
Senior Vice President
Banca Monte dei Paschi di Siena, S.p.A.,
New York Branch
By: /s/ X.X. Xxxxxx
----------------------------------------
First Vice President &
Deputy General Manager
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Vice President
Standard Chartered Bank
By: /s/ Xxxxxx Xxxxx
----------------------------------------
Senior Vice President
Svenska Handelsbanken
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------
Senior Vice President
By: /s/ X.X. Xxxxx
----------------------------------------
Vice President
22
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Toronto-Dominion (New York), Inc.
By: /s/ Xxxxxxxx Xxxxxxxx
----------------------------------------
Vice President
Bankers Trust Company
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Managing Director
Banco Central Hispanoamericano S.A.
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Vice President
The Chase Manhattan Bank, N.A.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Managing Director
Lloyds Bank Plc
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Vice President
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Assistant Vice President
23
