EXHIBIT 4.6
SECURITY AGREEMENT SUPPLEMENT
SECURITY AGREEMENT SUPPLEMENT dated as of June 19, 1996, between
VENCOR, INC. ("Vencor") and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK (successor
by merger to X.X. Xxxxxx Delaware), as Collateral Agent (the "Collateral
Agent").
WHEREAS, Vencor, First Healthcare Corporation and Xxxxxx Guaranty Trust
Company of New York (successor by merger to X.X. Xxxxxx Delaware), as Collateral
Agent, are parties to a Security Agreement dated as of September 11, 1995 (as
heretofore amended and/or supplemented, the "Security Agreement");
WHEREAS, terms defined in the Security Agreement (or whose definitions
are incorporated by reference in Section 1.01 of the Security Agreement) and not
otherwise defined herein have, as used herein, the respective meanings provided
for therein; and
WHEREAS, Vencor desires to add certain assets to the Collateral
thereunder;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Security lnterest. In order to secure the full and punctual
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payment of the Secured Obligations in accordance with the terms thereof, Vencor
grants to the Collateral Agent for the benefit of the Secured Parties a
continuing security interest in all of the following assets of Vencor (the "New
Collateral"):
All Equity Interests in Atria Communities, Inc., a
Delaware corporation, now or hereafter beneficially owned by
Vencor, all rights and privileges of Vencor with respect to such
Equity Interests, and all dividends, distributions, and other
payments with respect thereto.
The New Collateral constitutes Required Collateral.
2. Delivery of Stock Certificates. Concurrently with delivering this
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Security Agreement Supplement to the Collateral Agent, Vencor is delivering to
the Collateral Agent all stock certificates representing capital stock included
in the New Collateral, either in suitable form for transfer by delivery, or
accompanied by duly executed instruments of transfer or assignment in blank, all
in form and substance satisfactory to the Collateral Agent.
3. Representations and Warranties as to Collateral. Vencor makes, with
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respect to the New Collateral, all of the representations and warranties set
forth in Section 2 of the Security Agreement with respect to the Required
Collateral.
4. Governing Law. This Security Agreement Supplement shall be construed
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in accordance with and governed by the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Security
Agreement Supplement to be duly executed by their respective authorized officers
as of the day and year first above written
VENCOR, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: VP Finance & Corporate Controller
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as
Collateral Agent
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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AMENDMENT NO. 1 TO SECURITY AGREEMENT
AMENDMENT NO. 1 dated as of June 19, 1996 to the Security Agreement
dated as of September 11, 1995 (the "Security Agreement") among Vencor, Inc. and
First Healthcare Corporation, as Grantors, and Xxxxxx Guaranty Trust Company of
New York (successor by merger to X.X. Xxxxxx Delaware), as Collateral Agent (the
"Collateral Agent").
The undersigned parties agree as follows:
SECTION 1. Termination of Security Interests: Release of Collateral.
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Section 16 of the Security Agreement is amended by replacing the words "Equity
Interests in Ventech Systems, Inc." in line 5 of clause (D) thereof with "Equity
Interests in Ventech Systems, Inc. or Atria."
SECTION 2. Rights Otherwise Unaffected. This Amendment is limited to
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the matters expressly set forth herein. Except to the extent specifically
amended hereby, all terms of the Security Agreement shall remain in full force
and effect.
SECTION 3. Governing Law. This Amendment shall be governed by and
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construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Amendment may be signed in any number of
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counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 5. Effectiveness. This Amendment shall become effective only if
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and when (i) the Documentation Agent shall have received from each of the
parties hereto a counterpart hereof signed by such party, (ii) the Documentation
Agent shall have received from each of the Super-Majority Banks either a signed
consent of such Bank to this Amendment, or facsimile or other written
confirmation from such Bank that it has signed such a consent, and (iii) all the
conditions to the effectiveness of such consents shall have been satisfied.
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment
to be duly executed as of the date first above written.
VENCOR, INC., as a Grantor
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: VP Finance & Corporate Controller
FIRST HEALTHCARE CORPORATION,
as a Grantor
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: VP Finance & Corporate Controller
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK,
as Collateral Agent
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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REIMBURSEMENT RECONCILIATION AGREEMENT
AGREEMENT dated as of June 19,1996, between VENCOR, INC. ("Vencor")
and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK ("Xxxxxx").
WHEREAS, the Bonds identified on Schedule 1 hereto are outstanding
on the date hereof and are supported by the Original Letters of Credit
identified on Schedule 1.
WHEREAS the Original Letters of Credit are scheduled to expire on
August 1, 1996;
WHEREAS, Vencor has requested that Xxxxxx issue Direct Pay IRB
Letters of Credit (as amended and extended from time to time, the "Replacement
Letters of Credit") pursuant to the Credit Agreement to replace the Original
Letters of Credit;
WHEREAS, Vencor, as the Requesting Borrower, will be obligated to
reimburse Xxxxxx for drawings under the Replacement Letters of Credit as
provided in Section 2.06 of the Credit Agreement;
WHEREAS, in order to minimize changes in the documentation relating
to the Bonds, Vencor has asked Xxxxxx to enter into an Owner Reimbursement
Agreement with each of the four Owners identified on Schedule 1 hereto, in each
case obligating such Owner to reimburse Xxxxxx for drawings under the relevant
Replacement Letter of Credit; and
WHEREAS, Vencor and Xxxxxx desire to reconcile the reimbursement
obligations of Vencor under the Credit Agreement and the reimbursement
obligations of the Owners under the four Owner Reimbursement Agreements in such
a way that Xxxxxx will, in each case, receive the full amount provided for in
the Credit Agreement, but not more than such full amount;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions. The following terms, as used herein, have
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the following meanings;
"Bonds" means the Bonds identified on Schedule 1 hereto:
"Credit Agreement" means the Credit Agreement dated as of September
11, 1995 among Vencor, the other Borrowers referred to therein and the Banks,
Co-Agents, LC Issuing Banks and Agents referred to therein, as heretofore
amended and as such agreement may hereafter be amended from time to time.
"Direct Pay IRB Letter of Credit" has the meaning specified in the
Section 1.01 of the Credit Agreement.
"Facilities" means the four facilities identified on Schedule 1
hereto.
"Original Letters of Credit" means the four letters of credit
identified on Schedule 1 hereto.
"Owner" means, with respect to each Facility, the owner thereof
identified on Schedule 1 hereto.
"Owner Reimbursement Agreements" means four separate reimbursement
agreements, each of which will be entered into by an Owner and Xxxxxx and will
obligate such Owner to reimburse Xxxxxx for drawings under the Replacement
Letter of Credit issued by Xxxxxx to support the Bonds that financed all or
part of the cost of the Facility owned by such Owner, as such agreements may be
amended from time to time.
"Requesting Borrower" has the meaning specified in Section 1.01 of
the Credit Agreement.
SECTION 2. Vencor's Obligations under Credit Agreement. Vencor
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acknowledges and agrees that (i) Vencor has requested that Xxxxxx issue the
Replacement Letters of Credit pursuant to Section 2.06 of the Credit Agreement
and (ii) Vencor, as the Requesting Borrower, will be irrevocably and
unconditionally obligated to reimburse Xxxxxx for drawings under the
Replacement Letters of Credit and to perform the other obligations of the
Requesting Borrower with respect thereto, all as provided in Section 2.06 of the
Credit Agreement.
SECTION 3. Owners' Obligations under Owner Reimbursement Agreements.
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Vencor acknowledges that, at its request, Xxxxxx is entering into an Owner
Reimbursement Agreement with each of the Owners, as a result of which each Owner
will be obligated to reimburse Xxxxxx for drawings under the relevant
Replacement Letter of Credit and perform the other obligations of such Owner as
provided therein. However,
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Vencor agrees that Xxxxxx shall have no duty to take any action to enforce the
provisions of any Owner Reimbursement Agreement and Vencor's obligations under
Section 2.06 of the Credit Agreement will not be reduced (except as provided in
Section 4 hereof), postponed or otherwise affected by the existence of the Owner
Reimbursement Agreements.
SECTION 4. Payments by Owners to be Credited Against Obligations of
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Vencor. Xxxxxx agrees to apply each amount received by it from an Owner pursuant
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to an Owner Reimbursement Agreement as a credit against the corresponding amount
owed by Vencor under Section 2.06 of the Credit Agreement. If any amount owed by
Vencor under the Credit Agreement exceeds the corresponding amount so credited,
Vencor shall pay Xxxxxx such excess amount. If any amount owed by any Owner
under an Owner Reimbursement Agreement exceeds the corresponding amount owed by
Vencor under the Credit Agreement, Xxxxxx hereby waives its right to receive
such excess amount from such Owner and will make no attempt to collect the same.
SECTION 5. Choice of Law. This Agreement shall be construed in
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accordance with and governed by the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the date and year first set
forth above.
VENCOR, INC.
By: /s/ XXXXXXX X. XXXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: VP Finance & Corporate Controller
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ XXXXXX X. XXXX
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
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SCHEDULE I
ORIGINAL LETTERS OF CREDIT
1. Irrevocable Letter of Credit No. 2853 dated August 2, 1988 (as amended and
extended from time to time) issued by Swiss Bank Corporation, San
Xxxxxxxxx Xxxxxx.
Facility: Tucson Retirement Center
Owner: Tucson Retirement Center Limited Partnership, an
Oregon limited partnership
Bonds: Industrial Development Revenue Refunding Bonds
(Tucson Retirement Center Project) Series 1988
in the aggregate principal amount of $10,750,000
Beneficiary: Bankers Trust Company, as Trustee under an Indenture
dated as of August 1, 1988 between The Industrial
Development Authority of the County of Pima and such
Trustee
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2. Irrevocable Letter of Credit No. 2854 dated August 2, 1988 (as amended and
extended from time to time) issued by Swiss Bank Corporation, San
Xxxxxxxxx Xxxxxx.
Facility: Kachina Pointe
Owner: Hillhaven Properties, Ltd., an Oregon
corporation
Bonds: Industrial Development Revenue Refunding Bonds
(Kachina Pointe Project) Series 1988 in the
aggregate principal amount of $6,200 000
Beneficiary: Bankers Trust Company, as Trustee under an
Indenture dated as of August 1, 1988 between The
Industrial Development Authority of the County
of Yavapai and such Trustee
3. Irrevocable Letter of Credit No. 2855 dated August 2, 1988 (as amended and
extended from time to time) issued by Swiss Bank Corporation, San
Xxxxxxxxx Xxxxxx.
Facility: Xxxxx Retirement Center
Owner: Xxxxx Retirement Center Limited Partnership,
an Oregon limited partnership
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Bonds: Elderly Housing Revenue Refunding Bonds (Xxxxx
Retirement Center Project) Series 1988 in the
aggregate principal amount of $5,900,000
Beneficiary: Bankers Trust Company, as Trustee under an
Indenture dated as of August 1, 1988 between
The Housing Authority of the County of Salt
Lake and such Trustee
4. Irrevocable Letter of Credit No. 2856 dated August 30, 1988 (as amended
and extended from time to time) issued by Swiss Bank Corporation, San
Xxxxxxxxx Xxxxxx.
Facility: Castle Gardens Retirement Center
Owner: Castle Gardens Retirement Center Limited
Partnership, an Oregon limited partnership
Bonds: Industrial Development Revenue Refunding Bonds
(Castle Gardens Retirement Center Project)
Series 1988 in the aggregate principal amount of
$5,000,000
Beneficiary: Bankers Trust Company, as Trustee under an
Indenture dated as of August 1, 1988 between
The City of Northglenn, Colorado and such
Trustee
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AMENDMENT NO. 4 TO CREDIT AGREEMENT,
WAIVER OF CERTAIN PROVISIONS, AND
CONSENT TO RELEASE CERTAIN COLLATERAL
AMENDMENT NO. 4 dated as of June 19, 1996 to the Credit Agreement dated
as of September 11, 1995 among Vencor, Inc. ("Vencor"), the other Borrowers
referred to therein and the Banks, Co-Agents, LC Issuing Banks and Agents
referred to therein, as heretofore amended (the "Credit Agreement"), WAIVER of
certain provisions thereof and CONSENT TO RELEASE CERTAIN COLLATERAL from the
Lien of the Security Agreement dated as of September 11, 1995 (the "Security
Agreement") among Vencor and First Healthcare Corporation ("First Healthcare"),
as Grantors, and Xxxxxx Guaranty Trust Company of New York (successor by merger
to X.X. Xxxxxx Delaware), as Collateral Agent (the "Collateral Agent").
WHEREAS, terms defined in the Credit Agreement or the Security
Agreement have the same respective meanings when used herein;
WHEREAS, Vencor desires that (i) First Healthcare shall transfer to
Atria Communities, Inc. ("Atria"), a newly formed Subsidiary of First
Healthcare, all the common stock of Hillhaven Properties, Ltd. ("Properties");
(ii) Vencor, First Healthcare, and Nationwide Care, Inc. ("Nationwide") shall
transfer to Atria the partnership interests they own in all partnerships in
which Properties is a general partner (the "Partnerships"); (iii) First
Healthcare shall transfer to Atria all other assisted living and retirement
assets and liabilities of First Healthcare; (iv) Nationwide shall transfer to
Atria all assisted living assets of Nationwide; and (v) Properties shall
transfer to Nationwide all of Properties' partnership interests in partnerships
that own skilled nursing facilities;
WHEREAS, in consideration of the foregoing transfers, Atria will issue
shares of its common stock to Vencor, First Healthcare, and Nationwide ;
WHEREAS, First Healthcare and Nationwide will thereafter transfer to
Vencor the common stock of Atria issued to them;
WHEREAS, substantially concurrently with such transfers, Atria expects
to make a public offering of additional shares of its common stock;
WHEREAS, after such public offering, Atria and the Partnerships will
continue to be Subsidiaries of Vencor;
WHEREAS, Vencor wishes to amend certain covenants in the Credit
Agreement so that, after such public offering, Atria and its Subsidiaries (i)
will be permitted to incur up to $150,000,000 aggregate principal amount of
additional Debt, (ii) will be permitted to secure such additional Debt with
their respective assets and (iii) will no longer be subject to the covenant in
Section 5.14 of the Credit Agreement which prohibits certain types of
restrictions in agreements made by Subsidiaries of Vencor;
WHEREAS, Vencor is also requesting the Banks to amend the Security
Agreement to consent to the release of common stock of Atria in connection with
any future sale or other disposition thereof;
WHEREAS, Vencor has asked the Banks to agree to the foregoing
amendments of the Credit Agreement and the Security Agreement, and to consent to
the release of the stock of Properties from the Lien of the Security Agreement;
and
WHEREAS, in an unrelated transaction, Vencor has asked Xxxxxx Guaranty
Trust Company of New York ("Xxxxxx") to issue certain letters of credit, as more
fully described in the Reimbursement Reconciliation Agreement attached as
Exhibit A hereto;
NOW, THEREFORE, the undersigned parties agree as follows:
SECTION 1. Definitions. Section 1.01 of the Credit Agreement is amended
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by adding the following new definition immediately after the definition of
"Assignee":
"Atria" means Atria Communities, Inc., a Delaware corporation, and its
successors.
SECTION 2. Limitation on Debt of Subsidiaries. Section 5.08 of the
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Credit Agreement is amended by deleting the word "and" at the end of clause (i);
inserting "; and" in place of the period at the end of clause (j); and adding
the following new clause (k):
(k) Debt incurred after June 30, 1996 by Atria and its Subsidiaries;
provided that the aggregate outstanding principal amount of all Debt incurred
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pursuant to this clause (k), calculated on a consolidated basis, shall not at
any time exceed $150,000,000.
SECTION 3. Negative Pledge. Section 5.09 of the Credit Agreement is
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amended by deleting the word "and" at the end of clause (i); inserting "; and"
in place of the period at the end of clause (j); and adding the following new
clause (k):
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(k) Liens on assets of Atria and its Subsidiaries securing Debt
permitted by Section 5.08(k).
SECTION 4. Limitation on Restrictions Affecting Subsidiaries. Section
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5.14 of the Credit Agreement is amended by replacing the words "prohibits or
limits the ability of any Subsidiary" in lines 4-5 thereof with the words
"prohibits or limits the ability of any Subsidiary (other than Atria and its
Subsidiaries)".
SECTION 5. Waiver Relating to Certain Letters of Credit. Each of the
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undersigned parties:
(i) consents to the execution and delivery of a Reimbursement
Reconciliation Agreement substantially in the form of Exhibit A hereto;
(ii) agrees that the reimbursement obligations of Vencor with
respect to the Replacement Letters of Credit (as defined in Exhibit A)
will be governed by Section 2.06 (j) of the Credit Agreement and not by
the Owner Reimbursement Agreements (as defined in Exhibit A); and
(iii) waives any requirement in Section 2.06 (s)(ii) of the
Credit Agreemet that Vencor designate such Owner Reimbursement
Agreements as "Substitute Reimbursement Agreements" and additional
"Financing Documents" for purposes of the Credit Agreement and the
other Financing Documents.
SECTION 6. Amendment of Security Agreement. Each of the undersigned
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Banks consents to an amendment of the Security Agreement substantially in the
form of Exhibit B hereto, and authorizes the Collateral Agent to sign such an
amendment.
SECTION 7. Release of Collateral. (a) First Healthcare requests that
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the Collateral Agent release the following Collateral from the Lien of the
Security Agreement:
(i) all Equity Interests in Hillhaven Properties, Ltd., an
Oregon corporation, now or hereafter beneficially owned by First
Healthcare, all rights and privileges of First Healthcare with respect
to such Equity Interests, and all dividends, distributions and other
payments with respect thereto; and
(ii) all proceeds of the Collateral described in the
foregoing clause (i).
Each of the undersigned Banks consents to the foregoing release if and when the
conditions set forth in Section 11 hereof are satisfied.
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SECTION 8. Rights Otherwise Unaffected. This Amendment, Waiver and
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Consent is limited to the matters expressly set forth herein. Except to the
extent specifically amended or waived hereby, all terms of the Credit Agreement
shall remain in full force and effect.
SECTION 9. Governing Law. This Amendment, Waiver and Consent shall be
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governed by and construed in accordance with the laws of the State of New York.
SECTION 10. Counterparts. This Amendment, Waiver and Consent may be
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signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument.
SECTION 11. Effectiveness. This Amendment, Waiver and Consent shall
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become effective only if and when all the following conditions are satisfied:
(a) the Documentation Agent shall have received from each of
the Super-Majority Banks and each of the Borrowers either a counterpart
hereof signed by such party or facsimile or other written confirmation
from such party that it has signed a counterpart hereof;
(b) First Healthcare shall have transferred the Collateral
described in Section 7 hereof to Atria;
(c) First Healthcare and Nationwide shall have transferred to
Vencor all Equity Interests in Atria received by them in connection
with their transfers of assets to Atria, so that all the Equity
Interests in Atria beneficially owned by Vencor and its Subsidiaries
are owned beneficially and of record by Vencor;
(d) Vencor shall have (i) signed and delivered to the
Collateral Agent a Security Agreement Supplement in substantially the
form of Exhibit C hereto, adding to the Collateral all Equity Interests
in Atria now or hereafter beneficially owned by Vencor, and (ii)
delivered to the Collateral Agent stock certificates representing all
the capital stock of Atria beneficially owned by Vencor (after giving
effect to the transfers referred to in (c) above), either in suitable
form for transfer by delivery, or accompanied by duly executed
instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Collateral Agent; and
(e) no Enforcement Notice shall be in effect when the
Collateral described in Section 7 hereof is released.
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IN WITNESS WHEREOF, the undersigned parties have caused this
Amendment, Waiver and Consent to be duly executed as of the date first above
written.
BORROWERS
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VENCOR, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President Finance &
Corporate Controller
FIRST HEALTHCARE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President Finance &
Corporate Controller
NORTHWEST HEALTH CARE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President Finance &
Corporate Controller
MEDISAVE PHARMACIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President Finance &
Corporate Controller
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HILLHAVEN PROPERTIES, LTD.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President Finance &
Corporate Controller
HILLHAVEN OF CENTRAL FLORIDA, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President Finance &
Corporate Controller
NATIONWIDE CARE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President Finance &
Corporate Controller
BANKS
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
0
XXX XXXX XX XXX XXXX
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Vice President
CHEMICAL BANK
By: /s/ Xxxx Xxx Xxx
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Name: Xxxx Xxx Xxx
Title: Vice President
CREDIT SUISSE
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: Member of Senior Management
By: /s/ Kristinn R. Kristinnson
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Name: Kristinn R. Kristinnson
Title: Associate
MELLON BANK, N.A.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
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PNC BANK, KENTUCKY, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
TORONTO-DOMINION (TEXAS), INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
WACHOVIA BANK OF NORTH CAROLINA,
N.A.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President/Group
Executive
BANK OF LOUISVILLE AND TRUST
COMPANY
By: /s/ Xxx X. Xxxxxxx, Xx.
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Name: Xxx X. Xxxxxxx, Xx.
Title: Senior Vice President
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BANK ONE, COLUMBUS, NA
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Vice President
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By: /s/ Xxx X. Xxxx
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Name: Xxx X. Xxxx
Title: Senior Vice President
FLEET BANK OF MASSACHUSETTS
By: /s/ Xxxxxx Xxxxxxxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxxxxxxx
Title: Vice President
LTCB TRUST COMPANY
By: /s/ Xxxx XxXxxxx
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Name: Xxxx XxXxxxx
Title: Senior Vice President
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XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
NATIONAL CITY BANK, KENTUCKY
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
NATIONSBANK, N. A.
By: /s/ X.X. Xxxxxxx
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Name: X.X. Xxxxxxx
Title: Senior Vice President
NBD BANK
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
SEATTLE-FIRST NATIONAL BANK
By:
------------------------------
Name:
Title:
00
X.X. XXXX XX XXXXXXXXXX NATIONAL
ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
11
