Exhibit 10.14.20
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of
June 30, 1999 (this "Amendment"), by and among XL Insurance Ltd (formerly known
as X.L. Insurance Company, Ltd.) and XL Mid Ocean Reinsurance Ltd (formerly
known as X.L. Mid Ocean Reinsurance Company, Ltd., and successor to X.L. Global
Reinsurance Company, Ltd.) (the "Original Borrowers"), XL Insurance Ltd and EXEL
Acquisition Ltd. (the "Original Guarantors"), XL Capital Ltd, a corporation
organized under the laws of the Cayman Islands, British West Indies ("XL
Capital"), MELLON BANK, N.A., as Agent (the "Agent"), and the banks listed on
the signature pages hereto (collectively, the "Banks").
W I T N E S S E T H:
WHEREAS, the Original Borrowers, the Original Guarantors, the Banks,
and the Agent are parties to a Revolving Credit Agreement, dated as of June 6,
1997, (as amended by the First Amendment thereto, dated as of November 5, 1997,
and the Second Amendment thereto, dated as of August 3, 1998, and the Third
Amendment thereto, dated as of December 4, 1998, the "Credit Agreement"),
pursuant to which the Banks have agreed, on the terms and subject to the
conditions described therein, to make Loans to the Original Borrowers; and
WHEREAS, XL Capital is the parent company of the Original Borrowers
and the Original Guarantors and XL Capital desires to become a Borrower and a
Guarantor under the Credit Agreement;
WHEREAS, XL Mid Ocean Reinsurance Ltd ("XL Mid Ocean") desires to
become a Guarantor under the Credit Agreement;
WHEREAS, the Original Borrowers and XL Capital have requested the
Banks to make certain additional changes to the Credit Agreement;
WHEREAS, the Banks are willing to amend the Credit Agreement as set
forth below; and
WHEREAS, capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Credit Agreement;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
SECTION 1. Amendments to Credit Agreement. The Credit Agreement is
hereby amended as follows:
(a) The Credit Agreement is hereby amended (i) by replacing the term
"X.L. Insurance" each place it appears in the Agreement with the term "XL
Insurance", (ii) by replacing the term "X.L. Reinsurance" each place it appears
in the Credit Agreement with the term "XL Mid Ocean", (iii) by replacing the
term "EXEL Limited" each place it appears in the Agreement with the term "XL
Capital" and (iv) by replacing the term "EXEL Limited's" each time it appears in
the Agreement with the term "XL Capital's".
(b) Section 1.01 of the Credit Agreement is hereby amended by
deleting the respective definitions of the terms "Guarantors", "EXEL Limited",
"X.L. Insurance", and "X.L. Reinsurance" appearing therein and by adding
thereto, in appropriate alphabetical sequence, the following definitions:
"Borrowers" shall mean XL Insurance, XL Mid Ocean and XL
Capital and "Borrower" shall mean any one of them.
"Designated Lender" means, with respect to any
Designating Lender, an Eligible Designee designated by it
pursuant to Section 9.13(f) as a Designated Lender for
purposes of this Agreement.
"Designating Lender" means, with respect to each
Designated Lender, the Bank that designated such Designated
Lender pursuant to Section 9.13(f).
"Eligible Designee" means a special purpose corporation
that (i) is organized under the laws of the United States or
any state thereof, (ii) is engaged in making, purchasing or
otherwise investing in commercial loans in the ordinary
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course of its business and (iii) issues (or the parent of
which issues) commercial paper rated at least A-1 or the
equivalent thereof by Standard & Poor's Ratings Group or the
equivalent thereof by another generally recognized rating
service.
"Guarantors" shall mean XL Insurance, XL Mid Ocean, XL
Capital and EXEL Acquisition Ltd. and "Guarantor" shall mean
any one of them.
"XL Capital" shall mean XL Capital Ltd, a corporation
formed under the laws of the Cayman Islands, British West
Indies, which was formerly known as EXEL Limited and which is
a Borrower and a Guarantor under this Agreement.
"XL Insurance" shall mean XL Insurance Ltd, a Bermuda
limited liability corporation and a Borrower and a Guarantor
under this Agreement.
"XL Mid Ocean" shall mean XL Mid Ocean Reinsurance Ltd,
a Bermuda limited liability corporation and a Borrower and a
Guarantor under this Agreement.
(c) Section 1.02 of the Credit Agreement, titled Construction, is
hereby amended by adding at the end thereof the following:
As used herein, the phrase "neither Borrower" shall be deemed
to mean "no Borrower", the phrase "either Borrower" shall be
deemed to mean "any Borrower", the phrase "neither Guarantor"
shall be deemed to mean "no Guarantor" and the phrase "either
Guarantor" shall be deemed to mean "any Guarantor".
(d) New Exhibit A-3 (form of XL Capital promissory note) to the
Credit Agreement is hereby added in the form attached to this Fourth Amendment
and Section 2.01(c) of the Credit Agreement is hereby amended to read as
follows:
(c) Revolving Credit Notes. The obligation of each
Borrower to repay the amount of the Loans made to it by each
Bank and to pay interest
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thereon shall be evidenced in part by promissory notes of the
Borrowers, one to each Bank, dated the Closing Date (in the
case of XL Insurance and XL Mid Ocean) or dated the date of
effectiveness of the Fourth Amendment to this Agreement (in
the case of XL Capital) (the "Notes") in substantially the
form attached hereto as Exhibit A-1 (in the case of XL
Insurance), Exhibit A-2 (in the case of XL Mid Ocean) and
Exhibit A-3 (in the case of XL Capital), with the blanks
appropriately filled, payable to the order of such Bank in a
face amount equal to such Bank's Committed Amount as of the
date of such Fourth Amendment.
(e) The Credit Agreement is hereby amended by adding, immediately
following Section 3.14, a new Section 3.15 to read as follows:
3.15. Year 2000 Compliance. XL Capital has (i) initiated
a review and assessment of all areas within its and each of
its Subsidiaries' business and operations (including those
affected by material suppliers, vendors and customers) that
could be adversely affected by the risk that computer
applications used by XL Capital or any of its Subsidiaries (or
material suppliers, vendors and customers other than risks
affecting customers that may give rise to claims under
insurance policies issued by XL Capital or any Subsidiary of
XL Capital) may be unable to recognize and perform properly
date-sensitive functions involving certain dates prior to and
any date after December 31, 1999 (the "Year 2000 Problem") and
(ii) developed a plan and timetable for addressing the Year
2000 Problem on a timely basis. Based on the foregoing, XL
Capital believes that all computer applications of XL Capital
and its Subsidiaries that are material to its or any of its
Subsidiaries' business and operations are reasonably expected
on a timely basis to be able to perform properly
date-sensitive functions for all dates before and after
January 1, 2000 ("Year 2000 Compliant"), except to the extent
that a failure to do so could not reasonably be expected to
have a Material Adverse Effect.
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(f) Sections 5.01(a) and 5.01(b) of the Credit Agreement are hereby
amended to read as follows:
(a) Annual Reports. As soon as practicable and in any
event within 100 days after the close of each fiscal year of
such Borrower, audited consolidated statements of income,
retained earnings and cash flows of such Borrower and its
consolidated Subsidiaries, for such fiscal year and a
consolidated audited balance sheet of such Borrower and its
consolidated Subsidiaries, as of the close of such fiscal
year, and notes to each, all in accordance with GAAP or, in
the case of XL Insurance and XL Mid Ocean, SAP, setting forth
in comparative form the corresponding figures for the
preceding fiscal year, with such consolidated statements and
balance sheets to be certified by independent public
accountants of recognized national standing in the United
States selected by such Borrower and not unacceptable to the
Required Banks, and the certificate or report of such
accountants to be free of exceptions or qualifications not
reasonably acceptable to the Required Banks (it being
understood that delivery of XL Capital's Report on Form 10-K
filed with the Securities and Exchange Commission shall
satisfy the requirement of this Section 5.01(a) to deliver the
annual financial statements of XL Capital so long as the
financial information required to be in such report is
substantially the same as the financial information required
by this Section 5.01(a)).
(b) Quarterly Statements. Within sixty days after the
end of the first, second and third quarterly accounting
periods in each fiscal year of such Borrowers, copies of the
unaudited consolidated balance sheets of such Borrower and its
consolidated Subsidiaries as of the end of such accounting
period and of the consolidated income statements of such
Borrower and its consolidated Subsidiaries for the elapsed
portion of the fiscal year ended with the last day of such
accounting period, all in accordance with GAAP or, in the case
of XL Insurance and XL Mid Ocean, SAP, subject to year-end
audit adjustments and certified by the principal financial
officer of such Borrower to have been prepared in accordance
with generally accepted accounting principles consistently
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applied by such Borrower except as explained in such
certificate (it being understood that delivery of XL Capital's
Report on Form 10-Q filed with the Securities and Exchange
Commission shall satisfy the requirement of this Section
5.01(b) to deliver the quarterly financial statements of XL
Capital so long as the financial information required to be in
such report is substantially the same as the financial
information required by this Section 5.01(b)).
(g) Section 5.01 of the Credit Agreement is hereby further amended
by adding at the end thereof a new paragraph (i) to read as follows:
(i) Year 2000 Compliance. Promptly after any Borrower's
discovery or determination thereof, notice (in reasonable
detail) that any computer application that is material to its
or any of its Subsidiaries' business and operations will not
be Year 2000 Compliant (as defined in Section 3.15), except to
the extent that such failure could not reasonably be expected
to have a Material Adverse Effect.
(h) Section 6.03 of the Credit Agreement is hereby amended (i) by
deleting the period and inserting the phrase "; or" at the end of paragraph (e)
thereof, deleting the phrase "; or" and inserting a period at the end of
paragraph (f) thereof and deleting paragraph (g) thereof and (ii) by deleting,
in Section 6.03(e), the phrase "Section 6.08(b) or Section 6.08(c) hereof" and
inserting in lieu thereof the phrase "Section 6.08(b), Section 6.08(c) or
Section 6.08(g) hereof".
(i) Section 6.05 of the Credit Agreement if hereby amended by
deleting the phrase "net premiums earned from insurance operations" appearing
therein and inserting in lieu thereof the phrase "net premiums earned from
insurance or reinsurance operations".
(j) Sections 6.06, 6.07, 6.08 and 6.09 of the Credit Agreement are
hereby amended to read as follows:
6.06. Ratio of Total Funded Debt to Consolidated
Tangible Net Worth. XL Capital will not permit its ratio of
(i) the sum of (x) Total Funded Debt plus (y) the aggregate
undrawn face
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amount of all letters of credit (as to which reimbursement
obligations are unsecured) issued for the account of, or
guaranteed by, XL Capital or any of its consolidated
Subsidiaries to (ii) Consolidated Tangible Net Worth to be
greater than 0.35 at any time.
6.07. Consolidated Tangible Net Worth. XL Capital will
not permit its Consolidated Tangible Net Worth to be less than
$2,566,000,000.00 at any time.
6.08. Indebtedness. No Borrower shall, nor shall any
Borrower permit any Subsidiary to, at any time create, incur,
assume or suffer to exist any Indebtedness, or agree, become
or remain liable (contingent or otherwise) to do any of the
foregoing, except:
(a) Indebtedness to the Banks pursuant to this Agreement
and the other Loan Documents;
(b) Other Secured Indebtedness (including secured
reimbursement obligations with respect to letters of credit)
of any Borrower or any Subsidiary in an aggregate principal
amount (for all Borrowers and Subsidiaries) not exceeding
$400,000,000 at any time outstanding;
(c) Secured reimbursement obligations of any Borrower or
any Subsidiary with respect to letters of credit not exceeding
$800,000,000 in the aggregate for all Borrowers and
Subsidiaries;
(d) Unsecured Indebtedness, so long as upon the
incurrence thereof no Event of Default or Potential Default
would occur or exist;
(e) Accounts or claims payable and accrued and deferred
compensation (including options) incurred in the ordinary
course of business by any Borrower or any Subsidiary;
(f) Indebtedness incurred in transactions described in
Section 6.03(f); and
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(g) Indebtedness described in Schedule 6.08(g) hereto.
6.09. Claims Paying Ratings. Each of XL Insurance and XL
Mid Ocean shall maintain at all times a claims-paying rating
of at least "A" from Standard & Poor's Ratings Group and from
A.M. Best Company.
(k) Section 9.13 of the Credit Agreement is hereby amended by adding
thereto, as a new paragraph (f) thereof, the following:
(f) Designated Lenders. Notwithstanding anything to the
contrary contained herein, any Bank (a "Designating Lender")
may grant to an Eligible Designee identified as such (and as a
Designated Lender) in writing from time to time by such
Designating Lender to the Administrative Agent and the
Borrowers, the option to provide to the Borrowers all or any
part of any Loan that such Granting Bank would otherwise be
obligated to make to any Borrower pursuant to this Agreement;
provided that nothing herein shall constitute a commitment by
such Designated Lender to make any Loan and (ii) if a
Designated Lender elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, the
Designating Lender shall be obligated to make such Loan
pursuant to the terms hereof. The making of a Loan by a
Designated Lender hereunder shall utilize the Committed Amount
of the Designating Lender to the same extent, and as if, such
Loan were made by such Designating Lender. Each party hereto
hereby agrees that no Designated Lender shall be liable for
any indemnity or similar payment obligation under this
Agreement (all liability for which shall remain with the
Designating Lender). In furtherance of the foregoing, each
party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of
any Designated Lender, it will not institute against, or join
any other person in
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instituting against, such Designated Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State
thereof. As to any Loans or portion thereof made by it, each
Designated Lender shall have all the rights that a Bank making
such Loans or portion thereof would have had under this
Agreement and otherwise; provided that (i) its voting rights
under this Agreement shall be exercised solely by its
Designating Lender, (ii) its Designating Lender shall be
deemed to hold its relevant Note as agent for its Designated
Lender to the extent of the Loans or portion thereof funded by
such Designated Lender and (iii) the designation of a
Designated Lender and the funding of Loans by a Designated
Lender shall in no event (x) subject any of the Borrowers to
any delay in the making of a Loan, (y) cause or give rise to
any obligation of any of the Borrowers to indemnify or hold
harmless such Designated Lender or any other person (including
without limitation pursuant to Sections 2.11 and 9.04 of this
Agreement) except to the extent such obligation would have
arisen in favor of the Designating Lender or another person if
the Designating Lender (rather than such Designated Lender)
had made all of such Designated Lender's Loans and such
Designated Lender had not been designated as such hereunder,
or (z) render the performance of any provision of the
Agreement illegal, void or unenforceable under any provision
of law. Each Designating Lender shall act as administrative
agent for its Designated Lender and give and receive notices
and other communications on behalf of its Designated Lender.
Any payments for the account of any Designated Lender shall be
paid to its Designating Lender as administrative agent for
such Designated Lender and neither the Borrowers nor either
Agent shall be responsible for any Designating Lender's
application of such payments. In addition, any Designated
Lender may (i) with notice to, but without the prior written
consent of, XL Capital and the Administrative Agent and
without paying any processing fee therefor, assign all or a
portion of its interests in any Loans to the Designating
Lender or to any
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financial institutions (consented to by XL Capital and the
Administrative Agent) providing liquidity and/or credit
support to or for the account of such Designated Lender to
support the funding or maintenance of Loans and (ii) disclose
on a confidential basis any non-public information relating to
its Loans or portions thereof to any rating agency, commercial
paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such Designated Lender. This section
may not be amended without the written consent of each
Designating Lender which has designated a Designated Lender.
(l) In Section 1.01 of the Credit Agreement, the introductory
paragraph of the definition of the term "Indebtedness" is hereby amended to read
as follows:
"Indebtedness" of a Person shall mean (it being understood,
for the avoidance of doubt, that insurance payment
liabilities, as such, and liabilities arising in the ordinary
course of such Person's business as an insurance or
reinsurance company or corporate member of Lloyds or as a
provider of financial services or contracts (in each case
other than in connection with the provision of financing to
such Person or any of such Person's Affiliates) shall not be
deemed to constitute Indebtedness):
(m) Section 7.01(e) is hereby amended to read as follows:
(e) Any Borrower or any Subsidiary of any Borrower shall
default (i) in any payment of principal of or interest on any
other obligation for borrowed money in principal amount of
$10,000,000 or more or any obligation for borrowed money under
the Short Term Revolving Credit Agreement, dated as of June
30, 1999, as amended, to which each of the Borrowers is a
party, in each case beyond any period of grace provided with
respect thereto, or (ii) in the performance of any other
agreement, term or condition contained in any such agreement
under which any such obligation in principal amount of
$10,000,000.00 or more is
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created or contained in such Short Term Revolving Credit
Agreement, if the effect of such default is to cause or permit
the holder or holders of such obligation (or trustee on behalf
of such holder or holders) to cause such obligation to become
due prior to its stated maturity or to terminate its
commitment under such agreement or to cause or permit the
holder or holders of any obligation under such Short Term
Revolving Credit Agreement to cause such obligation to become
due prior to its stated maturity or to terminate its
commitment under such Short Term Revolving Credit Agreement;
(n) Section 2.01(a) of the Credit Agreement is hereby amended by
adding thereto, as a new last sentence thereof, the following:
Notwithstanding anything to the contrary in this Agreement, XL
Capital shall not request any Loan to be made to it, and no
Loan shall be made to XL Capital, until all of the Banks have
executed and delivered the Fourth Amendment to this Agreement
or have otherwise consented in writing to XL Capital becoming
a Borrower hereunder.
SECTION 2. Addition of XL Capital as Borrower and Guarantor and of
XL Mid Ocean as Guarantor. Each of XL Mid Ocean and XL Capital hereby agrees to
become and be a Guarantor under, and as defined in, the Credit Agreement (as
amended hereby) and agrees to be bound by the terms of the Credit Agreement (as
so amended) as a Guarantor. XL Capital hereby agrees to become and be a Borrower
under, and as defined in, the Credit Agreement (as amended hereby) and agrees to
be bound by the terms of the Credit Agreement (as so amended) as a Borrower.
SECTION 3. Conditions to Effectiveness. This Fourth Amendment shall
become effective upon the execution hereof by the Original Borrowers, the
Original Guarantors, XL Capital Ltd, the Required Banks and the Agent and upon
the fulfillment on or prior to a date (prior to July 31, 1999) designated in
writing to the Agent by XL Capital (the "Amendment Date") of the following
additional conditions (it being understood that no Loans under the Credit
Agreement as amended hereby shall be made to XL Capital until all the Banks have
executed this Amendment or have
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otherwise consented in writing to XL Capital becoming a Borrower under the
Credit Agreement as amended hereby):
(a) Proceedings and Incumbency. There shall have been delivered to
the Agent with sufficient copies for each Bank a certificate with respect
to each Borrower (which term shall include for all purposes of this
Section XL Capital Ltd) in form and substance satisfactory to the Agent
dated the Amendment Date and signed on behalf of each Borrower or EXEL
Acquisition, as the case may be, by the Secretary or an Assistant
Secretary of such Borrower, certifying as to: (a) true copies of all
corporate action taken by such Borrower relative to this Amendment, and
the other Loan Documents applicable to it, and (b) the names, true
signatures and incumbency of the officer or officers of such Borrower
authorized to execute and deliver this Agreement and the other Loan
Documents applicable to it. Each Bank may conclusively rely on such
certificates unless and until a later certificate revising the prior
certificate has been furnished to such Bank.
(b) Organizational Documents. There shall have been delivered to the
Agent with sufficient copies for each Bank (i) certified copies of the
articles of incorporation and by-laws for XL Capital and (ii) a
certificate of good standing for XL Capital certified by the appropriate
Official Body of the Cayman Islands, British West Indies.
(c) Opinions of Counsel. There shall have been delivered to the
Agent with sufficient copies for each Bank written opinions addressed to
the Banks, dated the Amendment Date, of Cahill Gordon & Reindel, Conyers,
Dill & Pearman, Paul S. Giordano, Esq., and Hunter & Hunter, respectively,
the Borrowers' and Guarantors' counsel, in form satisfactory to the Agent,
which together are substantially to the effects, but with reference to
this Amendment and the Credit Agreement as amended hereby, set forth in
the opinions delivered by counsel to the Borrowers and the Guarantors on
the Closing Date.
(d) Details, Proceedings, Notes and other Documents. All legal
details and proceedings in connection with the transactions contemplated
by this Agreement shall be satisfactory to the Required Banks, and each
Bank shall have received all such counterpart originals or certified or
other copies of the Loan Documents (including a Note issued
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by XL Capital for each Bank meeting the requirements of Section 2.03 of
the Credit Agreement as hereby amended) and such other documents and
proceedings in connection with such transactions, in form and substance
satisfactory to it, as any Bank have reasonably requested.
(e) Fees and Expenses. The Borrowers shall have paid all fees and
other compensation to be paid by them hereunder on or prior to the
Amendment Date.
(f) Representation and Warranties. The representations and
warranties contained in Article III of the Credit Agreement shall be true
on and as of the Amendment Date with the same effect as though made on and
as of the Amendment Date, after giving effect to this Fourth Amendment (it
being understood that references in such Article III to the Credit
Agreement shall be deemed for this purpose to be references to this Fourth
Amendment and to the Credit Agreement as amended hereby) and the Agent
shall have received a certificate of each Borrower and each Guarantor to
such effect.
SECTION 4. Effect of Amendment. The Credit Agreement, as amended by
this Amendment, is in all respects ratified, approved and confirmed and shall,
as so amended, remain in full force and effect.
SECTION 5. Governing Law. This Amendment shall be deemed to be a
contract under the laws of the Commonwealth of Pennsylvania and for all purposes
shall be governed by and construed and enforced in accordance with the laws of
said Commonwealth.
SECTION 6. Counterparts. This Amendment may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.
XL INSURANCE LTD
as Borrower and as Guarantor
By: /s/ Brian M. O'Hara
-----------------------------------
Title: Chairman
--------------------------------
XL MID OCEAN REINSURANCE LTD,
as Borrower and as Guarantor
By: /s/ Brian M. O'Hara
-----------------------------------
Title: Chairman
--------------------------------
EXEL ACQUISITION LTD.,
as a Guarantor
By: /s/ Brian M. O'Hara
-----------------------------------
Title: Chairman
--------------------------------
XL CAPITAL LTD,
as Borrower and as Guarantor
By: /s/ Brian M. O'Hara
-----------------------------------
Title: President & Chief Executive
Officer
--------------------------------
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MELLON BANK, N.A., as a Bank
and as Agent
By: /s/ Karla K. Maloof
-----------------------------------
Title: Vice President
--------------------------------
BANK OF TOKYO - MITSUBISHI LTD.,
as a Bank
By: ___________________________________
Title: ________________________________
DEUTSCHE BANK AG, NEW YORK OR CAYMAN
ISLANDS BRANCHES,
as a Bank
By: /s/ Clinton M. Johnson
-----------------------------------
Title: Director
--------------------------------
By: /s/ John S. McGill
-----------------------------------
Title: Director
--------------------------------
THE BANK OF NOVA SCOTIA,
as a Bank
By: /s/ J.R. Trimble
--------------------------------
Title: Senior Relationship Manager
-----------------------------
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THE CHASE MANHATTAN BANK,
as a Bank
By: /s/ Donald Rands
-----------------------------------
Title: Vice President
--------------------------------
THE BANK OF BERMUDA LIMITED,
as a Bank
By: /s/ Michael W. Collins
-----------------------------------
Title: Senior Vice President
--------------------------------
ROYAL BANK OF CANADA,
as a Bank
By: /s/ V. Abdelmessih
----------------------------------
Title: Senior Account Manager
--------------------------------
BANQUE NATIONALE DE PARIS,
as a Bank
By: /s/ Phil Truesdale
----------------------------------
Title: Vice President
-------------------------------
By:/s/ Veronique Marcus
---------------------------------
Title: Vice President
------------------------------
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BANK OF AMERICA NT&SA,
as a Bank
By: /s/ Nita Savage
-----------------------------------
Title: Vice President
--------------------------------
CREDIT LYONNAIS NEW YORK BRANCH,
as a Bank
By: /s/ Sebastian Rocco
-----------------------------------
Title: Senior Vice President
--------------------------------
By: ___________________________________
Title: ________________________________
BANK AUSTRIA AKTIENGESELLSCHAFT,
as a Bank
By: ___________________________________
Title: ________________________________
By: ___________________________________
Title: ________________________________
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