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EXHIBIT 10.2
NINTH AMENDMENT TO CREDIT AGREEMENT
NINTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of September 20, 1999, among STARWOOD HOTELS & RESORTS, a Maryland real
estate investment trust ("Starwood REIT"), SLT REALTY LIMITED PARTNERSHIP, a
Delaware limited partnership ("SLT RLP"), STARWOOD HOTELS & RESORTS WORLDWIDE,
INC., a Maryland corporation (the "Corporation"), ITT CORPORATION, a Nevada
corporation ("ITT" and, together with Starwood REIT, SLT RLP and the
Corporation, the "Original Borrowers"), the other Credit Parties (as defined in
the Credit Agreement referred to below), the lenders from time to time party to
the Credit Agreement referred to below (the "Lenders"), BANKERS TRUST COMPANY
and THE CHASE MANHATTAN BANK, as Administrative Agents (in such capacity, the
"Administrative Agents") and XXXXXX COMMERCIAL PAPER INC. and BANK OF MONTREAL,
as Syndication Agents (in such capacity, the "Syndication Agents") and BANKERS
TRUST COMPANY, as Collateral Agent (in such capacity, the "Collateral Agent").
Unless otherwise defined herein, all capitalized terms used herein shall have
the respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H:
WHEREAS, the Original Borrowers, the Lenders, the
Administrative Agents and the Syndication Agents are parties to that certain
Credit Agreement, dated as of February 23, 1998 (as amended, modified or
supplemented to the date hereof, the "Credit Agreement");
WHEREAS, the Corporation has entered into an agreement to
consummate the following transaction (all of the following being collectively
referred to herein as the "Vistana Timeshare Transaction"): (i) Vistana, Inc., a
Florida corporation ("Original Vistana") shall merge with and into Fire
Acquisition Corp., a Florida corporation ("Vistana Parent"), a newly created
Wholly-Owned Subsidiary of the Corporation and (ii) Vistana Parent shall be the
surviving entity of such merger and shall change its name to Vistana, Inc.;
WHEREAS, Original Vistana and its Subsidiaries are, and
Vistana Parent and its Subsidiaries will be, engaged in (i) the acquisition,
development, operation, management and sale of vacation ownership resorts
("Vacation Resorts"), including, without limitation, resorts having vacation
ownership interests, interval ownership interests, timeshare estates, timeshare
licenses, vacation clubs, right-to-use programs or other forms of vacation
ownership programs (all of the foregoing being collectively referred to herein
as "VOIs") and (ii) providing customers who purchase VOIs at Vacation Resorts
financing for such purchases (all of the foregoing, together with (A) the
transactions described on Schedule 1 hereto and (B) any and all businesses that
in the good faith judgment of the board of directors of the Corporation or
Vistana Parent are materially related to the Timeshare Business, collectively,
the "Timeshare Business");
WHEREAS, after the consummation of the Vistana Timeshare
Transaction, the Corporation and its Subsidiaries will require greater
flexibility under the Credit Agreement and the other Credit Documents in order
to conduct the Timeshare Business of Vistana Parent and its
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Subsidiaries as presently conducted by Original Vistana and its Subsidiaries and
as contemplated in the future;
WHEREAS, the Borrowers wish to request certain waivers from
certain restrictions set forth in certain sections of the Credit Agreement in
order to permit the Corporation and its Subsidiaries to conduct the Timeshare
Business and the other transactions described herein; and
WHEREAS, the parties hereto also wish to amend the Credit
Agreement in certain respects as herein provided;
NOW, THEREFORE, it is agreed:
I. Waivers, Amendments and Agreements with Respect to the Credit
Agreement
SECTION 1. Vistana Timeshare Transactions.
(a) Permitted Acquisition. (i) The Corporation hereby confirms
and acknowledges to the Lenders that the Vistana Timeshare Transaction is a
Permitted Acquisition (as such term is defined in Section 9.02 of the Credit
Agreement), except that, after the consummation of the Vistana Timeshare
Transaction and without this Amendment becoming effective upon its terms, the
Corporation would be unable to comply with clause (ii) of Section 9.02(ix) of
the Credit Agreement in that said clause requires the Vistana Restricted
Subsidiaries (as hereinafter defined) to comply with Section 8.15 of the Credit
Agreement.
(ii) The Lenders hereby acknowledge and agree that, subject to
the terms and conditions of this Amendment, the Vistana Timeshare Transaction
shall be a Permitted Acquisition even though the Vistana Timeshare Transaction
does not comply with the requirements of clause (ii) of said Section 9.02(ix) to
the extent specifically described in preceding clause (i), provided all other
requirements of Section 9.02(ix) of the Credit Agreement, and the requirements
of following clause (d), are satisfied.
(b) Use of Proceeds; Section 4.02(d) and (e). (i) Section
4.02(d) of the Credit Agreement shall be amended by replacing the words
"provided that (x)" in said Section with the following:
"provided that (w) the Net Proceeds received in respect of any
Indebtedness incurred pursuant to, and in accordance with the
requirements of, clause (xv) of Section 9.04 and which would
otherwise be required to be applied as mandatory repayments or
commitment reductions hereunder shall not be required to be so
applied and may be reinvested in, or otherwise used in
connection with, the Timeshare Business, (x)"
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(iii) Section 4.02(e) of the Credit Agreement shall be amended
by inserting, immediately after the words "receives cash proceeds from any Asset
Sale", with the following: "(other than Net Proceeds received pursuant to
Section 9.02(xiv) of this Credit Agreement)."
(c) Definition of Improvements; Section 7.12(c). The
definition of the term "Improvements" (as defined in Section 7.12(c) of the
Credit Agreement) shall include, in addition to the matters set forth in Section
7.12(c), all components of all improvements constituting Timeshare Assets (as
hereinafter defined) owned or leased, as lessee, by Vistana Parent or any of its
Subsidiaries.
(d) Restricted Vistana Subsidiaries Not Required as Guarantors
or Pledgors; Pledge and Security Agreement Collateral; Sections 8.13 and 8.15.
Notwithstanding anything to the contrary contained in the Credit Agreement or
the other Credit Documents (including without limitation, Sections 8.13 and 8.15
of the Credit Agreement), none of the following Persons shall be a Guarantor,
have any of its stock pledged, or be subject to the terms and provisions of
Sections 8.13 or 8.15 of the Credit Agreement (collectively, the "Restricted
Vistana Subsidiaries"): (i) VTM Corp.; (ii) Vistana Timeshare Mortgage Corp.;
(iii) Vistana 1998-A Timeshare Mortgage Corp.; (iv) Vistana 1999-A Timeshare
Mortgage Corp., (v) any other special purpose, bankruptcy remote Subsidiary of
Vistana Parent acquired, established or created by Vistana Parent or any of its
Subsidiaries in connection with a Receivables Financing, Off-Balance Sheet
Transaction or Timeshare Securitization (each as hereinafter defined), (vi) the
Subsidiaries of Vistana Parent listed on Schedule 2 hereto for the reasons
described therein, and (vii) any other non-Wholly-Owned Subsidiary of Vistana
Parent in which all investments therein by the Corporation and its Subsidiaries
have been made pursuant to clauses (C), (D), or (E) of Section 9.05(xvi), in
each case, so long as such Restricted Vistana Subsidiary does not merge or
consolidate with or into Vistana Parent or any other Credit Party; and provided
that, notwithstanding anything to the contrary contained in this paragraph, the
Corporation, Vistana Parent and each of the Subsidiaries of Vistana Parent
(other than the Restricted Vistana Subsidiaries) hereby confirm and agree that,
after giving effect to the Vistana Timeshare Transaction, (x) 100% of the Stock
of Vistana Parent and each of its Subsidiaries (other than the Restricted
Vistana Subsidiaries) shall be pledged to the Secured Creditors (and held by the
Collateral Agent on their behalf) pursuant to the Pledge and Security Agreement
and the other Credit Documents, (y) in accordance with Section 8.13 of the
Credit Agreement and the other Credit Documents, the Corporation shall cause
Vistana Parent and each of its Subsidiaries (other than the Restricted Vistana
Subsidiaries) to deliver such Stock to the Collateral Agent promptly after the
consummation of the Vistana Timeshare Transaction, and (z) Vistana Parent and
each of its Subsidiaries (other than the Restricted Vistana Subsidiaries) shall
comply with the applicable provisions of Sections 8.13 and 8.15 of the Credit
Agreement, including, without limitation, the provisions set forth in Section
8.15 requiring Vistana Parent and such Subsidiaries to execute and deliver
counterparts of the Guaranty and the Pledge and Security Agreement to the
Collateral Agent; provided further that if at any time hereafter any Restricted
Vistana Subsidiary may become a Guarantor, have its stock pledged, or be subject
to the terms and provisions of Sections 8.13 or 8.15 of the Credit Agreement,
then such Person shall no longer be considered a Restricted Vistana Subsidiary
and from and after such time, such Person shall (and the Corporation shall cause
such Person to) fully comply with all of the applicable provisions of Sections
8.13 or 8.15 of the Credit Agreement.
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(e) Liens; Section 9.01. Section 9.01 of the Credit Agreement
shall be amended by (i) deleting the last reference to the word "and" in clause
(xvi), (ii) deleting the period from clause (xvii) and inserting the following
word "; and" in its place, and (iii) inserting, immediately after clause (xvii),
the following new clause (xviii):
"(xviii) Liens on Assets of Vistana Parent or any of its
Subsidiaries (other than Assets constituting Collateral)
securing Indebtedness permitted under Sections 9.04(xv) and
(xvi)."
(f) Certain Additional Limitations Relating to Permitted
Acquisitions; Section 9.02(ix); Consolidation, Merger, Purchase or Sale of
Assets, Lease Obligations. Clause (ix) of Section 9.02 of the Credit Agreement
is amended by inserting, immediately after the last word thereof, the following
new proviso:
"provided that neither Vistana Parent nor any of its
Subsidiaries shall acquire all or substantially all of the
Assets or Capital Stock of any Person substantially engaged in
the Timeshare Business unless Vistana Parent (if Vistana
Parent is directly making the acquisition) or the respective
Subsidiary of Vistana Parent which is making the acquisition
is a Credit Party."
(g) Sale of Certain Timeshare Assets in the Ordinary Course of
Business; Section 9.02; Consolidation, Merger, Purchase or Sale of Assets, Lease
Obligations. Section 9.02 of the Credit Agreement is amended by (i) deleting the
last reference to the word "and" in clause (xii), (ii) deleting the period from
clause (xiii) and inserting the following word "; and" in its place, and (iii)
inserting, immediately after clause (xiii), the following new clause (xiv):
"(xiv) Vistana Parent and any of its Subsidiaries may
transfer, convey, sell, lease (including, without limitation,
by way of sale-leaseback transactions) or otherwise dispose of
(A) all or any portion of its VOIs to consumers or (B)
Timeshare Purchase Money Notes in connection with Receivables
Financings, Off-Balance Sheet Transactions or Timeshare
Securitizations, in each case, in one or a series of related
transactions, provided (x) the consideration (including
non-cash consideration) received from such transfer is at fair
market value and (y) such transfer was in the ordinary course
of business of Vistana Parent and its Subsidiaries.
Notwithstanding anything to the contrary contained in Section
4.02 or elsewhere in the Credit Agreement, the cash proceeds
of any transfers permitted under this clause (xiv) shall not
be required to be applied as a mandatory repayment pursuant to
Section 4.02 of the Credit Agreement and may be used for the
operation of, or reinvested in, the Timeshare Business."
(h) Financing Related to the Timeshare Business; Sections
9.04(xii), (xv) and (xvi); Indebtedness. (i) Clause (xii) of Section 9.04 of the
Credit Agreement shall be amended
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by (1) deleting the words "herein and (b)" and replacing same with the words
"herein, (b)" and (2) inserting, immediately after the last word of said clause
(xii), the following words:
", and (c) the amount of the Recourse Basket shall be further
reduced from time to time to the extent provided in Schedule 1
to the Ninth Amendment and Sections 9.04(xv) and (xvi) (but
without duplication of any of the same amounts)."
(ii) Section 9.04 of the Credit Agreement is further amended
by (A) deleting the last reference to the word "and" in clause (xiii) thereof,
(B) deleting the period at the end of clause (xiv) in said Section, and (C)
inserting, immediately after clause (xiv) of said Section, the following new
clauses (xv) and (xvi):
"(xv) Indebtedness of Vistana Parent and any of its
Subsidiaries (other than Contingent Obligations and Guarantees
of Vistana Parent and its Subsidiaries) incurred in connection
with the Timeshare Business as described in paragraphs 3
through 7, inclusive, of Schedule 1 to the Ninth Amendment and
the Indebtedness of Original Vistana and its Subsidiaries
outstanding on September 30, 1999; provided that, if any
Indebtedness permitted to be outstanding at any time pursuant
to this clause (xv) shall be or become, in whole or in part,
Recourse Indebtedness of the Corporation or any of its
Subsidiaries (other than Vistana Parent and its Subsidiaries),
then such Recourse Indebtedness shall only be permitted to the
extent incurred under preceding clause (xii), and in such case
the Recourse Basket shall be reduced from time to time by the
amount of such Recourse Indebtedness, and such Recourse
Indebtedness shall be permitted only if the Recourse Basket
would not be reduced below $0; and"
"(xvi) Contingent Obligations and Guarantees of Vistana Parent
and its Subsidiaries incurred in connection with (A) the
construction, development and operation of any Assets used in
connection with the Timeshare Business, (B) any Indebtedness
of Vistana Parent and its Subsidiaries permitted under clause
(xv) above, and (C) customer deposits received in the ordinary
course of business; provided that, if any Contingent
Obligation or Guarantee permitted to be outstanding at any
time pursuant to this clause (xvi) shall be or become, in
whole or in part, Recourse Indebtedness of the Corporation or
any of its Subsidiaries (other than Vistana Parent and its
Subsidiaries), then such Recourse Indebtedness shall only be
permitted to the extent incurred under preceding clause (xii),
and in such case the Recourse Basket shall be reduced from
time to time by the amount of such Recourse Indebtedness, and
such Recourse Indebtedness shall be permitted only if the
Recourse Basket would not be reduced below $0."
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(i) Advances, Investments and Loans; 9.05(xvi). Section 9.05
of the Credit Agreement is hereby amended by (i) deleting the last reference to
the word "and" in clause (xiv) thereof, (ii) deleting the period at the end of
clause (xv) in said Section and inserting the following word "; and" in its
place, and (iii) inserting, immediately after clause (xv) of said Section, the
following new clause (xvi);
"(xvi) Vistana Parent and its Subsidiaries may make
Investments consisting of the following: (A) in connection
with the sale of any VOIs, loans to purchasers of such VOIs,
which Loans may be secured by a mortgage, pledge or other
encumbrance on the VOI being purchased and which is made in
the ordinary course of business, (B) in connection with any
Vacation Resort, loans to any owner association established in
connection with such Vacation Resort, but only to the extent
that such loans are made in the ordinary course of business in
an aggregate outstanding principal amount not to exceed
$20,000,000 at any time (determined without regard to any
write-downs or write-offs of such loans and advances), (C) the
Timeshare Joint Ventures (as hereinafter defined) described in
Schedule 1 to the Ninth Amendment, (D) other equity
investments in any Person not otherwise a Guarantor under the
Credit Agreement in the ordinary course of the Timeshare
Business, and (E) intercompany loans and advances of cash to
Subsidiaries of Vistana Parent that are not Guarantors;
provided that (i) the aggregate amount of investments, loans
and advances permitted under clauses (C) , (D), and (E) of
this Section 9.05(xi) shall not exceed $100,000,000 in any
Fiscal Year, (ii) no single equity investment permitted under
clauses (C), (D), and (E) of this Section 9.05(xi) shall
exceed $50,000,000, and (iii) the $300,000,000 basket (and,
after the Xxxxxxx Xxxxx Effective Date, the $400,000,000
basket) set forth in Section 9.05(xvi) shall be reduced in any
Fiscal Year by the amount of investments, loans and advances
actually made as permitted under clauses (C), (D) and (E) of
this Section 9.05(xvi), and the investments pursuant to said
clauses (C), (D), and (E) of this Section 9.05(xvi) shall be
permitted only if the basket referred to above would not be
reduced below $0."
(j) Business of Vistana Parent and its Subsidiaries; Section
9.15. Section 9.15 of the Credit Agreement is hereby amended by inserting,
immediately after the last sentence thereof, the following new sentence:
"Neither Vistana Parent nor any of its Subsidiaries shall (and
no Borrower shall permit Vistana Parent or any of its
Subsidiaries to) engage (directly or indirectly) in any
business other than the Timeshare Business.";
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it being agreed that the portion of the Eighth Amendment amending and restating
Section 9.15 shall only amend and restate the first sentence of said Section
9.15 and shall not amend or restate the new second sentence of said Section as
herein provided.
(k) Definition of Hotel and Gaming Business; Section 11.01.
The definition of the term "Hotel and Gaming Businesses" as defined in Section
11.01 of the Credit Agreement shall be deemed to include, without limitation,
the Timeshare Business.
(l) Definition of Hotel; Sections 7.12(c); 9.07(a), etc. The
Credit Agreement is hereby amended so that the term "Hotel," but only as such
term is used in the first sentence of Section 7.12(c) and the second to last
sentence of the definition of "Contingent Obligations," shall be deemed to
include, without limitation, any Real Property or Leasehold comprising a
facility used in connection with the Timeshare Business; it being agreed that,
for purposes of Section 9.07(a), the revenues from such facilities used in
connection with the Timeshare Business shall be excluded.
(m) Sections 9.24 and 9.25; Timeshare Inventory Balance and
New Timeshare Construction. Section 9 of the Credit Agreement is amended by
inserting, immediately after the last Section thereof, the following new
Sections:
"9.24 Timeshare Inventory Balance. (a) The Borrowers will not
permit the amount of the Timeshare Inventory Balance for the last day
of any Test Period ending during a period set forth below to be greater
than the amounts set forth below:
"Ninth Amendment Effective $200,000,000
Date through and including
December 31, 1999
January 1, 2000 through and including $350,000,000"
the Final Maturity Date
"(b) As used in this Section 9.24, the term "Timeshare
Inventory Balance" means the aggregate amount of inventory and
construction in progress as set forth in the consolidated balance
sheets of the Corporation and its Subsidiaries (plus, without
duplication, any amounts previously reflected as inventory with respect
to the Timeshare Business, for so long as the respective assets
continue to be owned by the Corporation or its Subsidiaries, if such
assets have been reclassified and are no longer shown as inventory in
said balance sheets), in each case, to the extent relating to the
Timeshare Business."
"9.25 Certain Limitations on the Timeshare Business. Notwithstanding
anything to the contrary contained in this Credit Agreement, (a) upon
the occurrence and during the continuance of any Specified Default or
any Event of Default, (i) neither Vistana Parent nor any of its
Subsidiaries shall commence the development of any Vacation Resort or
other timeshare project, in each case
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where construction has not yet begun, or commence the development of a
new phase of any existing Vacation Resort or other timeshare project,
or acquire any land in connection with the intended development of a
Vacation Resort or other timeshare project and (ii) neither the
Corporation nor any of its Subsidiaries (other than Vistana Parent and
its Subsidiaries) shall guarantee any Indebtedness of, or make any
loans or advances to, Vistana Parent and any of its Subsidiaries except
to the extent reasonably required to complete a Vacation Resort or
other timeshare project then in construction or development, (b) at no
time shall the Corporation or any of its Subsidiaries convert any Hotel
or any portion thereof owned by the Corporation or such Subsidiary into
one or more Vacation Resorts or other timeshare project if the
aggregate book value of all such converted Hotels (or applicable
portions thereof) exceeds $250,000,000 determined at the time of such
conversion, and (c) the aggregate total book value of the Timeshare
Assets of the Corporation and its Subsidiaries shall at no time exceed
ten percent (10%) of the total book value of the Assets of the
Corporation and its Subsidiaries as of the then most recently ended
Test Period."
SECTION 3. Restricted Payments; Section 9.03. Clause (ii) of
Section 9.03 of the Credit Agreement shall be amended by (i) deleting the words
"15% of Adjusted Funds From Operations" in clause (B) therein and replacing the
same with the following: "10% of Combined EBITDA."
SECTION 4. Time Periods for Quarterly and Annual Reports;
Section 8.01. Section 8.01(a) and (b) of the Credit Agreement shall each be
amended by (i) deleting the number "45" appearing in Section 8.01(a) of the
Credit Agreement and inserting "55" in its place and (ii) deleting the number
"90" appearing in Section 8.01(b) of the Credit Agreement and inserting "100" in
its place.
SECTION 5. Certificates by Other Officers; Sections 8.01 and
8.07. Each of Sections 8.01(a), (b), and (e) and Section 8.07 of the Credit
Agreement shall be amended by inserting, immediately after each occurrence of
the phrase "the chief financial officer of the Corporation" in such Sections,
the following parenthetical:
"(or by the Senior Vice President - Finance & Treasurer or
Senior Vice President and Corporate Comptroller of the
Corporation)"
SECTION 6. Capital Expenditures; Section 9.07; Carry-Over of
Certain Unused Baskets. (i) Section 9.07(c) of the Credit Agreement is hereby
amended by inserting at the end thereof the following new proviso:
"provided, further that, to the extent that the amount of
Capital Expenditures made by the Corporation and its
Subsidiaries pursuant to preceding clause (y) is less than
$900,000,000 (unless the amount available for Capital
Expenditures in 1999 has been previously reduced pursuant to
the preceding proviso, then such lesser amount), then the
amount of such difference, but not to exceed $300,000,000,
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shall be added to the amount otherwise available for Capital
Expenditures for Fiscal Year 2000."
(ii) Section 9.07(c) of the Credit Agreement shall be amended
by inserting, immediately after the words "additional Capital Expenditures for
the purpose of", the following words: "acquiring, renovating, or constructing
Assets generally considered as corporate expenditures (such as, by way of
illustration only, reservation and telephone systems),".
SECTION 7. Certain Definitions. (a) The following new
definitions shall be inserted in proper alphabetical order in Section 11.01:
"'Ninth Amendment' shall mean that certain Ninth Amendment to
Credit Agreement, dated as of September 20, 1999.
"Ninth Amendment Effective Date" shall mean the date upon
which the Ninth Amendment becomes effective in accordance with
its terms.
"Off-Balance Sheet Transaction" shall have the meaning
assigned to such term in Schedule 1 to the Ninth Amendment.
"Original Vistana" shall have the meaning assigned to such
term in the Recitals to the Ninth Amendment.
"Receivables Financing" shall have the meaning assigned to
such term in Schedule 1 to the Ninth Amendment.
"Timeshare Assets" shall mean any Assets relating to the
Timeshare Business.
"Timeshare Business" shall have the meaning assigned to such
term in the Recitals to the Ninth Amendment.
"Timeshare Inventory Balance" shall have the meaning assigned
to such term in Section 9.24 of the Credit Agreement.
"Timeshare Joint Ventures" shall have the meaning assigned to
such term in Schedule 1 to the Ninth Amendment.
"Vacation Resorts" shall have the meaning assigned to such
term in the Recitals to the Ninth Amendment.
"Vistana Parent" shall have the meaning assigned to such term
in the Recitals to the Ninth Amendment.
"VOIs" shall have the meaning assigned to such term in the
Recitals to the Ninth Amendment.
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"Timeshare Purchase Money Notes" shall have the meaning
assigned to such term in Schedule 1 to the Ninth Amendment.
"Timeshare Securitization" shall have the meaning assigned to
such term in Schedule 1 to the Ninth Amendment."
(b) The definition of the term "Combined Indebtedness" in
Section 11.01 of the Credit Agreement is amended by replacing the words "Section
9.04(xii) of the Credit Agreement)" with the following words: "Section 9.04(xii)
or (xvi) of the Credit Agreement."
(c) The definition of the term "Recourse Indebtedness" in
Section 11.01 of the Credit Agreement is amended by deleting the word "secured"
therefrom.
II. Miscellaneous Provisions
A. Each Guarantor and each Borrower, by their signatures
below, hereby confirms that (x) the Guaranty shall remain in full force and
effect and the Guaranty covers the obligations of each of the Borrowers under
the Credit Agreement, as modified and amended by this Amendment, as provided in
the Guaranty, and (y) the Pledge and Security Agreement (as modified by this
Amendment) shall remain in full force and effect as security for the obligations
under the Credit Agreement, as modified and amended by this Amendment.
B. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
C. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrowers and the Paying Agent.
D. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
E. This Amendment shall become effective on the date (the
"Ninth Amendment Effective Date") when each of the Borrowers, each Guarantor and
the Required Lenders shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Paying Agent at its Notice Office; provided that
Sections 1, 7(a) and 7(b) of this Amendment shall only become effective when
both (x) the conditions set forth in this sentence have been satisfied and (y)
the Vistana Timeshare Transaction shall have been consummated; provided further
that if the Vistana Timeshare Transaction is not consummated on or prior to
January 31, 2000, Sections 1, 7(a) and 7(b) of this Amendment shall be of no
force or effect.
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F. From and after the Ninth Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.
[SCHEDULES 1 AND 2 AND SIGNATURE PAGES FOLLOW]
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SCHEDULE 1
DESCRIPTION OF TIMESHARE BUSINESS
1. Sale of VOIs: Vistana Parent and its Subsidiaries may enter into one or more
transactions from time to time where Vistana Parent or such Subsidiary may
transfer, convey and sell VOIs to Persons provided that each such transaction is
at fair market value and otherwise either consistent with the Timeshare Business
presently conducted by Vistana Parent and its Subsidiaries or is considered
ordinary or customary in the Timeshare Business as then conducted. Such sales
may be for cash and non-cash consideration. The cash proceeds of any sales
permitted under this paragraph 1 shall not be required to be applied as a
mandatory repayment pursuant to Section 4.02 of the Credit Agreement.
2. Financing of VOIs: Vistana Parent and its Subsidiaries may enter into one or
more transactions from time to time where Vistana Parent or such Subsidiary
provide purchase money financing to customers who purchase VOIs, which financing
may be evidenced by one or more purchase money notes (each, a "Timeshare
Purchase Money Note" and, collectively, "Timeshare Purchase Money Notes").
3. Receivables Financing: Vistana Parent and its Subsidiaries may enter into
financing arrangements from time to time with one or more lenders or other
financing parties where (a) Vistana Parent or such Subsidiary incur Indebtedness
with such lender or financing party not otherwise permitted under the Credit
Agreement, (b) such Indebtedness is secured by a pledge, mortgage or other Lien
by Vistana Parent or its Subsidiaries of their respective interests in Timeshare
Purchase Money Notes and (c) the Indebtedness incurred does not exceed the then
outstanding principal balance of such Timeshare Purchase Money Notes (all of the
foregoing being collectively referred to as "Receivables Financing"); provided
that, if any Receivables Financing permitted to be outstanding at any time
pursuant to this paragraph 3 shall be or become, in whole or in part, Recourse
Indebtedness of the Corporation or any of its Subsidiaries (other than Vistana
Parent and its Subsidiaries), then the Recourse Basket shall be reduced from
time to time by the amount of such Recourse Indebtedness, and such Recourse
Indebtedness shall be permitted only if the Recourse Basket would not be reduced
below $0.
4. Vacation Resort Financing: Vistana Parent and its Subsidiaries may enter into
financing arrangements from time to time with one or more lenders or other
financing parties where (a) Vistana Parent or such Subsidiary incur Indebtedness
with such lender or financing party not otherwise permitted under the Credit
Agreement, (b) such Indebtedness is incurred in connection with the acquisition,
construction or renovation of a Vacation Resort by Vistana Parent or its
Subsidiaries, and (c) such Indebtedness is secured, in whole or in part, by a
pledge, mortgage or other Lien on the applicable Vacation Resort and related
Timeshare Assets; provided that, if any Indebtedness permitted to be outstanding
at any time pursuant to this paragraph 4 shall be or become, in whole or in
part, Recourse Indebtedness of the Corporation or any of its Subsidiaries (other
than Vistana Parent and its Subsidiaries), then the Recourse Basket shall be
reduced from time to time by the amount of such Recourse Indebtedness, and such
Recourse Indebtedness shall be permitted only if the Recourse Basket would not
be reduced below $0.
13
5. Intercompany Financing: Subject to the restrictions contained in Section 9.25
or the Credit Agreement (as added in the Ninth Amendment), the Timeshare Joint
Ventures, Vistana Parent, and its Subsidiaries, may enter into financing
arrangements from time to time with the Corporation or one or more of its
Subsidiaries in accordance with the Credit Agreement.
6. Off-Balance Sheet Transaction: Vistana Parent and its Subsidiaries may enter
into off-balance sheet transactions from time to time with one or more lenders,
financing or other parties where (a) Vistana Parent or such Subsidiary sell
Timeshare Purchase Money Notes to such lender or financing party for cash
consideration and (b) such cash consideration shall not be required to be
applied as a mandatory repayment pursuant to Section 4.02 of the Credit
Agreement (all of the foregoing being collectively referred to as "Off-Balance
Sheet Transactions"); provided that, if any Off-Balance Sheet Transaction
permitted to be outstanding at any time pursuant to this paragraph 6 shall be or
become, in whole or in part, Recourse Indebtedness of the Corporation or any of
its Subsidiaries (other than Vistana Parent and its Subsidiaries), then the
Recourse Basket shall be reduced from time to time by the amount of such
Recourse Indebtedness, and such Recourse Indebtedness shall be permitted only if
the Recourse Basket would not be reduced below $0.
7. Timeshare Securitizations: Vistana Parent and its Subsidiaries may enter into
one or more transactions from time to time in which certain Timeshare Assets
(including, without limitation, certain real estate assets or receivable assets
consisting in part of Timeshare Purchase Money Notes) are, directly or
indirectly, either (i) sold, transferred to or with, or deposited in, one or
more trusts or other pass-through entities or other similar entities that (a)
issue pass-through certificates, participation interests or other evidence of
beneficial ownership in such Timeshare Assets or (b) sells certificates,
participation interests or other instruments to investors evidencing an
ownership interest in the Timeshare Assets of such trust or entity or the right
to receive income or proceeds therefrom, or (ii) pledged or mortgaged as
security for notes or bonds, where such pass-through certificates, participation
interests or other evidence of beneficial ownership, notes or bonds are
structured for purchase by institutional investors in capital markets
transactions (all of the foregoing being collectively referred to as "Timeshare
Securitizations" and each, a "Timeshare Securitization"); provided that, if any
Timeshare Securitization permitted to be outstanding at any time pursuant to
this paragraph 7 shall be or become, in whole or in part, Recourse Indebtedness
of the Corporation or any of its Subsidiaries (other than Vistana Parent and its
Subsidiaries), then the Recourse Basket shall be reduced from time to time by
the amount of such Recourse Indebtedness, and such Recourse Indebtedness shall
be permitted only if the Recourse Basket would not be reduced below $0.
8. Operations; Telecommunications: Vistana Parent and its Subsidiaries may enter
into one or more transactions from time to time where Vistana Parent or such
Subsidiary may (a) furnish management, operations, maintenance and
telecommunications services at Vacation Resorts, (b) own or operate vacation
clubs and/or VOI exchange companies and (c) provide telecommunications
contracting services to other Persons, provided that in each case, such
transaction is either consistent with the Timeshare Business presently conducted
by Vistana Parent and its Subsidiaries or is considered ordinary or customary in
the Timeshare Business as then conducted.
Schedule 1
14
9. Joint Ventures Subject to the restrictions contained in the Credit Agreement
(as added in the Ninth Amendment) and the Ninth Amendment, Vistana Parent and
its Subsidiaries shall be permitted to enter into the following joint ventures
(all of the following being collectively referred to as the "Timeshare Joint
Ventures"):
(a) Harborside at Atlantis. Vistana Parent, through one or
more Wholly-Owned Foreign Subsidiaries, intends to acquire 50% equity
interest in a Bahamas corporation to be known as Harborside at Atlantis
Joint Venture Limited ("HSA") in exchange for an initial capital
contribution of approximately $7,820,000. HSA is being formed to
develop, operate and manage Harborside at Atlantis Vacation Resort in
Paradise Island, Bahamas. The remaining 50% interest in HSA will be
acquired by a subsidiary of Sun International Hotels Limited in
exchange for contribution of the land on which the resort will be
constructed. HSA may conduct its business through one or more
Wholly-Owned Subsidiaries of that entity.
(b) World Golf Village. Vistana Parent, through various
Subsidiaries, owns a 37.5% partnership interest in each of Vistana WGV,
Ltd. ("VWL") and Vistana WGV Management, Ltd. ("VWML"). VWL was formed
to develop and operate Vistana World Golf Village. VWML was formed to
manage Vistana World Golf Village.
(c) Oak Plantation. Vistana Parent, through various
Subsidiaries, owns a 66.67% partnership interest in Oak Plantation
Joint Venture ("OPJV"). OPJV was formed to develop and operate Oak
Plantation.
(d) Other Joint Venture Investments. Any other Investment in
any joint venture relating to the Timeshare Business but only to the
extent permitted under the Credit Agreement or otherwise waived by the
Lenders.
(e) Additional Capital Contributions and Advances. Vistana
Parent and its Subsidiaries may make such additional capital
contributions and cash advances as may be required under the terms and
provisions of the Contractual Obligations relating to the Joint
Ventures specifically described above in paragraphs (a) through (d),
inclusive.
Schedule 1
15
SCHEDULE 2
SUBSIDIARIES NOT SUBJECT TO SECTIONS 8.13 or 8.15
Name of Subsidiary Reason Stock not Pledged
or not Guarantor
Points of Colorado, Inc. ("POC") Covenant in Xxxxxx construction loan agreement
prohibits pledge of POC stock
Vistana Maintenance Association, Inc. A not-for-profit corporation
Vistana MB, Inc. ("VMBI") Covenants in Xxxxxx construction and
receivables loan agreements prohibit pledge of
VMBI stock
Vistana Scottsdale Development, Inc. Covenant in Xxxxxx construction loan
("VSDI") agreements prohibits pledge of VSDI stock
Vistana Scottsdale, Inc. ("VSI") Covenants in Xxxxxx construction and
receivables loan agreements prohibit pledge of
VSI stock
Vistana Bahamas Holdings, Ltd. ("VBHL") Foreign corporation; Joint Venture Restriction
Harborside at Atlantis Joint Venture Foreign corporation to be 50% owned by
VBHL; Joint Venture Restriction
VCH Oaks, Inc. Joint Venture Restriction
VCH Oaks, Ltd. Joint Venture Restriction
Oak Plantation Joint Venture Joint Venture Restriction
Vistana WGV Holdings, Inc. Joint Venture Restriction
Vistana WGV Investments, Inc. Joint Venture Restriction
Vistana WGV, Ltd. Not a Subsidiary; Joint Venture Restriction on
pledge of partnership interests
Vistana WGV Management, Inc. Joint Venture Restriction
Vistana WGV Management, Ltd. Not a Subsidiary; Joint Venture Restriction on
pledge of partnership interests
Schedule 2
16
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., a Maryland corporation
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President Finance and Treasurer
STARWOOD HOTELS & RESORTS
a Maryland real estate investment trust
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President Finance and Treasurer
SLT REALTY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Starwood Hotels & Resorts, a Maryland real
estate investment trust, its general partner
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Treasurer
ITT CORPORATION, a Nevada corporation
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------
Title: Senior Vice President Finance and Treasurer
17
CHARLESTON HOTEL ASSOCIATES, LLC,
a New Jersey limited liability company,
CRYSTAL CITY HOTEL ASSOCIATES, LLC,
a New Jersey limited liability company,
LONG BEACH HOTEL ASSOCIATES, LLC,
a New Jersey limited liability company,
SANTA XXXX HOTEL ASSOCIATES, LLC,
a New Jersey limited liability company,
SLT ALLENTOWN LLC,
a Delaware limited liability company,
SLT ARLINGTON LLC,
a Delaware limited liability company,
SLT ASPEN XXXX STREET, LLC,
a Delaware limited liability company,
SLT BLOOMINGTON LLC,
a Delaware limited liability company,
SLT CENTRAL PARK SOUTH, LLC,
a Delaware limited liability company,
SLT DANIA LLC,
a Delaware limited liability company,
SLT DC MASSACHUSETTS AVENUE, LLC,
a Delaware limited liability company,
SLT INDIANAPOLIS LLC,
a Delaware limited liability company,
SLT KANSAS CITY LLC,
a Delaware limited liability company,
SLT LOS ANGELES LLC,
a Delaware limited liability company,
18
SLT MINNEAPOLIS LLC,
a Delaware limited liability company,
SLT PALM DESERT LLC,
a Delaware limited liability company,
SLT PHILADELPHIA LLC,
a Delaware limited liability company,
SLT REALTY COMPANY, LLC,
a Delaware limited liability company,
SLT SAN DIEGO LLC,
a Delaware limited liability company,
SLT SOUTHFIELD LLC,
a Delaware limited liability company,
SLT ST. LOUIS LLC,
a Delaware limited liability company,
SLT TUCSON LLC,
a Delaware limited liability company,
STARLEX LLC,
a New York limited liability company,
STARWOOD ATLANTA II LLC,
a Delaware limited liability company,
STARWOOD ATLANTA LLC,
a Delaware limited liability company,
STARWOOD MISSION HILLS, L.L.C.,
a Delaware limited liability company,
STARWOOD XXXXXXX LLC,
a Delaware limited liability company,
19
STARWOOD WALTHAM LLC,
a Delaware limited liability company,
By: SLT Realty Limited Partnership,
a Delaware limited partnership, the managing member of each of the above
listed entities
By: Starwood Hotels & Resorts,
a Maryland real estate investment trust,
its general partner
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Title: Vice President and Treasurer
BW HOTEL REALTY, LP,
a Maryland limited partnership,
CP HOTEL REALTY, LP,
a Maryland limited partnership,
EDISON HOTEL ASSOCIATES, LP,
a New Jersey limited partnership,
NOVI HOTEL ASSOCIATES, LP,
a Delaware limited partnership,
PARK RIDGE HOTEL ASSOCIATES, LP,
a Delaware limited partnership,
SLT FINANCING PARTNERSHIP,
a Delaware general partnership,
SLT HOUSTON BRIAR OAKS, LP,
a Delaware limited partnership,
VIRGINIA HOTEL ASSOCIATES, LP,
a Delaware limited partnership,
20
PRUDENTIAL HEI JOINT VENTURE,
a Georgia general partnership,
By: SLT Realty Limited Partnership,
a Delaware limited partnership, the general partner of each of the above
listed entities
By: Starwood Hotels & Resorts,
a Maryland real estate investment trust,
its general partner
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Title: Vice President and Treasurer
HEI HOTELS, L.L.C.,
a Delaware limited liability company,
OPERATING PHILADELPHIA LLC,
a Delaware limited liability company,
SLC ALLENTOWN LLC,
a Delaware limited liability company,
SLC ARLINGTON LLC,
a Delaware limited liability company,
SLC ASPEN XXXX STREET, LLC,
a Delaware limited liability company,
SLC ATLANTA II LLC,
a Delaware limited liability company,
SLC ATLANTA LLC,
a Delaware limited liability company,
SLC BLOOMINGTON LLC,
a Delaware limited liability company,
SLC CENTRAL PARK SOUTH, LLC,
a Delaware limited liability company,
SLC DANIA LLC,
a Delaware limited liability company,
SLC DC MASSACHUSETTS AVENUE, LLC,
a Delaware limited liability company,
21
SLC INDIANAPOLIS LLC,
a Delaware limited liability company,
SLC KANSAS CITY L.L.C.,
a Delaware limited liability company,
SLC LOS ANGELES LLC,
a Delaware limited liability company,
SLC MINNEAPOLIS LLC,
a Delaware limited liability company,
SLC XXXXXXX LLC,
a Delaware limited liability company,
SLC PALM DESERT LLC,
a Delaware limited liability company,
SLC SAN DIEGO LLC,
a Delaware limited liability company,
SLC SOUTHFIELD LLC,
a Delaware limited liability company,
SLC ST. LOUIS LLC,
a Delaware limited liability company,
SLC TUCSON LLC,
a Delaware limited liability company,
SLC WALTHAM LLC,
a Delaware limited liability company,
22
STARWOOD MANAGEMENT COMPANY, LLC,
a Delaware limited liability company,
By: SLC Operating Limited Partnership,
a Delaware limited partnership, the managing member of each of
the above listed entities
By: Starwood Hotels & Resorts
Worldwide, Inc., a Maryland corporation, its
general partner
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------------------
Title: Vice President and Treasurer
SLC OPERATING LIMITED PARTNERSHIP,
a Delaware limited partnership,
By: Starwood Hotels & Resorts Worldwide, Inc., a Maryland
corporation, its general partner
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------------------
Title: Senior Vice President Finance and Treasurer
MILWAUKEE BROOKFIELD LP,
a Wisconsin limited partnership,
SLC-CALVERTON LP,
a Delaware limited partnership,
SLC HOUSTON BRIAR OAKS, LP,
a Delaware limited partnership,
By: SLC Operating Limited Partnership,
a Delaware limited partnership, the general partner of each of
the above listed entities
By: Starwood Hotels & Resorts Worldwide, Inc.,
a Maryland corporation, its general partner
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------------------
Title: Senior Vice President Finance and Treasurer
23
MOORLAND HOTEL LP,
a Wisconsin limited partnership,
By: Milwaukee Brookfield LP,
a Wisconsin limited partnership, its general partner
By: SLC Operating Limited Partnership,
a Delaware limited partnership, its general partner
By: Starwood Hotels & Resorts Worldwide, Inc.,
a Maryland corporation, its general partner
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------------------
Title: Senior Vice President Finance and Treasurer
ITT BROADCASTING CORP.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------------------
Title: Senior Vice President Finance and Treasurer
ITT SHERATON CORPORATION,
a Delaware corporation,
DESTINATION SERVICES OF SCOTTSDALE, INC.,
a Delaware corporation,
GENERAL FIDUCIARY CORPORATION,
a Massachusetts corporation,
GLOBAL CONNEXIONS INC.,
a Delaware corporation,
ITT SHERATON RESERVATIONS CORPORATION,
a Delaware corporation,
MANHATTAN SHERATON CORPORATION,
a New York corporation,
SAN DIEGO SHERATON CORPORATION,
a Delaware corporation,
24
SAN XXXXXXXX SHERATON CORPORATION,
a Delaware corporation,
SHERATON ARIZONA CORPORATION,
a Delaware corporation,
SHERATON 45 PARK CORPORATION,
a Delaware corporation,
SHERATON ASIA-PACIFIC CORPORATION,
a Delaware corporation,
SHERATON BLACKSTONE CORPORATION,
a Delaware corporation,
SHERATON BOSTON CORPORATION,
a Massachusetts corporation,
SHERATON CALIFORNIA CORPORATION,
a Delaware corporation,
SHERATON CAMELBACK CORPORATION,
a Delaware corporation,
SHERATON FLORIDA CORPORATION,
a Delaware corporation,
SHERATON HARBOR ISLAND CORPORATION,
a Delaware corporation,
SHERATON HARTFORD CORPORATION,
a Connecticut corporation,
SHERATON HAWAII HOTELS CORPORATION,
a Hawaii corporation,
SHERATON INTERNATIONAL, INC.,
a Delaware corporation,
SHERATON INTER-AMERICAS, LTD.,
a Delaware corporation,
SHERATON INTERNATIONAL DE MEXICO, INC.,
a Delaware corporation,
25
SHERATON MANAGEMENT CORPORATION,
a Delaware corporation,
SHERATON OVERSEAS MANAGEMENT CORPORATION,
a Delaware corporation,
SHERATON WARSAW CORPORATION,
a Delaware corporation,
SHERATON MARKETING CORPORATION,
a Delaware corporation,
SHERATON MIAMI CORPORATION,
a Delaware corporation,
SHERATON MIDDLE EAST MANAGEMENT CORPORATION,
a Delaware corporation,
SHERATON NEW YORK CORPORATION,
A New York corporation,
SHERATON OVERSEAS TECHNICAL SERVICES CORPORATION,
a Delaware corporation,
SHERATON PEACHTREE CORPORATION,
a Delaware corporation,
SHERATON PHOENICIAN CORPORATION,
a Delaware corporation,
SHERATON SAVANNAH CORPORATION,
a Delaware corporation,
SHERATON SERVICES CORPORATION,
a Delaware corporation,
SOUTH CAROLINA SHERATON CORPORATION,
a Delaware corporation,
ST. REGIS SHERATON CORPORATION,
a New York corporation,
WORLDWIDE FRANCHISE SYSTEMS, INC.,
26
a Delaware corporation,
SHERATON VERMONT CORPORATION,
a Vermont corporation,
By: /s/ Xxxx X. Xxxxxxx
--------------------------
Title: Senior Vice President Finance and Treasurer
XXXXXX SHERATON CORPORATION LLC,
a Delaware limited liability company
By: ITT SHERATON CORPORATION
a Delaware corporation, its managing member
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Title: Senior Vice President Finance and Treasurer
W&S DENVER CORP.,
a Delaware corporation,
W&S REALTY CORPORATION OF DELAWARE,
a Delaware corporation,
XXXXXXXX XXXXXXXX HOTEL, INC.,
a Washington corporation,
LAUDERDALE HOTEL COMPANY,
a Delaware corporation,
WESTIN BAY HOTEL COMPANY,
a Delaware corporation,
CINCINNATI PLAZA COMPANY,
a Delaware corporation,
SOUTH COAST WESTIN HOTEL COMPANY,
a Delaware corporation,
TOWNHOUSE MANAGEMENT INC.,
a Delaware corporation,
WVC RANCHO MIRAGE, INC.,
a Delaware corporation,
27
WESTIN ASSET MANAGEMENT COMPANY,
a Delaware corporation,
WESTIN HOTEL COMPANY,
a Delaware corporation,
W&S ATLANTA CORP.,
a Delaware corporation,
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------------------
Title: Senior Vice President Finance and Treasurer
WESTIN SEATTLE HOTEL COMPANY,
a Washington general partnership,
By: Xxxxxxxx Xxxxxxxx Hotel, Inc.,
its general partner
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------------
Title: Vice President Finance and Treasurer
By: W&S Realty Corporation of Delaware,
its general partner
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------------
Title: Vice President Finance and Treasurer
WESTIN PREMIER, INC.,
a Delaware corporation,
WESTIN VACATION MANAGEMENT CORPORATION,
a Delaware corporation,
WESTIN VACATION EXCHANGE COMPANY,
a Delaware corporation,
By: Starwood Hotels & Resorts Worldwide, Inc.,
a Maryland corporation, the sole stockholder of each of the above listed
entities
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------------
Title: Senior Vice President Finance and Treasurer
28
W&S LAUDERDALE CORP.,
a Delaware corporation,
W&S SEATTLE CORP.,
a Delaware corporation,
By: SLT Realty Limited Partnership,
a Delaware limited partnership, the sole stockholder of each of the above
listed entities
By: Starwood Hotels & Resorts
a Maryland real estate investment trust,
its general partner
By: /s/ Xxxx X. Xxxxxxx
--------------------
Title: Vice President Finance and Treasurer
BANKERS TRUST COMPANY,
Individually and as Administrative Agent and as Paying Agent
By: /s/ Xxxxx X. Xxxxxxx
---------------------
Title: Principal
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By: /s/ Xxxx Xxxxxxxx
------------------
Title: Managing Director
XXXXXX COMMERCIAL PAPER, INC.,
Individually and as Syndication Agent
By: /s/ Xxxxx Xxxx
---------------
Title: Senior Vice President
29
BANK OF MONTREAL, CHICAGO BRANCH,
Individually and as Syndication Agent
By: /s/ Xxxxxxx X. Turf
--------------------------------------------
Title: Director
ARAB BANKING CORPORATION (B.S.C.)
By: /s/ Xxxxxx Xxxxxx
--------------------------------------------
Title: Vice President
BANCA POPOLARE DI MILANO
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Title: Vice President/Chief Credit Officer
By: /s/ Xxxxxxxxx Xxxxxxxx
--------------------------------------------
Title: Vice President
BANKBOSTON, N.A.
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------------------
Title: Vice President
By:
--------------------------------------------
Name:
Title:
BANK LEUMI USA
By:
--------------------------------------------
Title:
THE BANK OF TOKYO-MITSUBISHI, LIMITED,
NEW YORK BRANCH
By:
--------------------------------------------
Title:
00
XXXX XX XXXXXX
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------
Title: Vice President
BANK POLSKA KASA OPIEKI S.A. PEKAO S.A.
GROUP, NEW YORK BRANCH
By: /s/ Xxxxxx Xxxxxx
--------------------------------------------
Title: Vice President
PARIBAS
By:
--------------------------------------------
Title:
By:
--------------------------------------------
Title:
BANQUE WORMS CAPITAL CORP.
By:
--------------------------------------------
Title:
BEAR XXXXXXX INVESTMENT PRODUCTS INC.
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Title: Vice President
BARCLAYS BANK PLC
By: /s/ Xxxx Xxxxxxxx
--------------------------------------------
Title: Director
XXXXX XXX COMMERCIAL BANK, LTD., NEW
YORK BRANCH
By:
--------------------------------------------
Title:
31
XXXXX XXXX BANK CO., LTD. NEW YORK AGENCY
By:/s/ Xxxxx-Si Xxxx
---------------------------------------------
Title Senior Vice President & General Manager
CIBC INC.
By:
---------------------------------------------
Title:
COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
EUROPEENNE
By:
---------------------------------------------
Title:
By:
---------------------------------------------
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:/s/ Xxxx X. Xxxx
---------------------------------------------
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By:/s/ Xxxxx X. Xxxxxx / Xxxxxx X. Xxxxxxx
---------------------------------------------
Title: Vice President / Asst. Vice President
UNICREDITO ITALIANO
By:/s/Xxxxxxxxxx Xxxxxxx
---------------------------------------------
Title: First Vice President
By:/s/Xxxxxx X. Xxxxx
---------------------------------------------
Title: Vice President
00
XXX XXX-XXXX XXXXXX XXXX, XXXXXXX
XXX XXXX BRANCH
By:
-----------------------------------------
Title:
DEUTSCHE BANK AG NEW YORK AND/OR
CAYMAN ISLANDS BRANCH
By: /s/ Xxxx-Xxxxx Xxxxxx
-----------------------------------------
Title: Director
By: /s/ Xxxxxxxxx Xxxxx
-----------------------------------------
Title: Assistant Vice President
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
By: /s/ Xxxx Xxxxxxx /Xxxx X. Xxxxxxx
-----------------------------------------
Title: Vice President /First Vice President
Erste Bank New York Branch
FIRST COMMERCIAL BANK
By: /s/ Xxxxx Xx
-----------------------------------------
Title: Deputy General Manager
THE INDUSTRIAL BANK OF JAPAN, LIMITED NEW
YORK BRANCH
By: /s/ Xxxxxxxxx Xxxxxxxx
-----------------------------------------
Title: Vice President
33
KZH CNC LLC
By: /s/ Xxxxx Xxxx
--------------------------------------
Title: Authorized Agent
LAND BANK OF TAIWAN, LOS ANGELES BRANCH
By:
--------------------------------------
Name:
Title:
MITSUBISHI TRUST & BANKING CORPORATION
By:
--------------------------------------
Title:
BANK OF AMERICA, N.A.
By: /s/ Xxxxx XxXxxxxx
--------------------------------------
Title: Vice President
THE ROYAL BANK OF SCOTLAND, PLC
By:
--------------------------------------
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ Xxxxxx X. Day
--------------------------------------
Title: Director
SOUTHERN PACIFIC BANK
By: /s/ Mun Xxxxx Xxx
--------------------------------------
Title: Vice President
34
THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH
By:
--------------------------------------
Title:
WACHOVIA BANK, N.A.
By:
--------------------------------------
Name:
Title:
WESTDEUTSCHE LANDESBANK GIROZENTRALE
By:
--------------------------------------
Title:
XXX XXXXXX
PRIME RATE INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Title: Vice President
XXX XXXXXX SENIOR FLOATING RATE FUND
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Title: Vice President
XXX XXXXXX CLO I, LIMITED
By: XXX XXXXXX MANAGEMENT INC.,
as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Title: Vice President
35
XXX XXXXXX
SENIOR INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------------
Title: Vice President
MELLON BANK, N.A., solely in its capacity as Trustee for the GENERAL
MOTORS CASH MANAGEMENT MASTER TRUST, (as directed by Xxxxxxxx Capital
Management, Inc.), and not in its individual capacity
By:
-----------------------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:
-----------------------------------------------------
Name:
Title:
OXFORD STRATEGIC INCOME FUND
By: XXXXX XXXXX MANAGEMENT,
as Investment Advisor
By:
-----------------------------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------------------
Title: Vice President
FIRST SECURITY BANK, N.A.
By:
-----------------------------------------------------
Title:
36
FLEET BANK, N.A.
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------------------------
Title: Senior Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By:
-----------------------------------------------------
Title:
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By:
-----------------------------------------------------
Title:
GULF INTERNATIONAL BANK B.S.C.
By:
-----------------------------------------------------
Title:
XXX XXX COMMERCIAL BANK, LTD. NEW YORK AGENCY
By:
-----------------------------------------------------
Name:
Title:
