EXHIBIT 10.25(c)
AMENDMENT (this "AMENDMENT"), dated as of February 22, 2001, to the
FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT dated as of March
4, 1997, as amended and restated through February 28, 2000 (as amended,
supplemented or otherwise modified from time to time, the "CREDIT Agreement"),
by and among PHH CORPORATION, a Maryland corporation (the "BORROWER"), the
financial institutions parties thereto (the "LENDERS"), THE CHASE MANHATTAN
BANK, a New York banking corporation, as agent for the Lenders (in such
capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower has requested that certain provisions of
the Credit Agreement be amended as set forth herein; and
WHEREAS, the Lenders are willing to agree to such amendments on
the terms set forth herein;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the undersigned hereby agree as follows:
I. DEFINED TERMS. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
II. AMENDMENTS TO SECTION 1.
(a) Section 1 of the Credit Agreement is hereby amended by adding
thereto the following definitions in their appropriate alphabetical order:
"AVIS" shall mean Avis Group Holdings, Inc., a Delaware
corporation.
"AVIS DEBT DOCUMENTS" shall mean the instruments and agreements
pursuant to which any indebtedness of Avis, Avis Fleet or any of their
respective Subsidiaries has been issued, is outstanding or is permitted to
exist.
"AVIS FLEET" shall mean Avis Fleet Leasing and Management Corp.,
a Texas corporation.
"AVIS FLEET TRANSACTION" shall mean the transaction pursuant to
which, after the consummation of the Avis Merger, the Borrower will
purchase Avis Fleet from Avis.
"AVIS MERGER" shall mean the transaction pursuant to the Agreement
and Plan of Merger, dated as of November 11, 2000 (the "MERGER
AGREEMENT"), by and among Avis, Cendant Corporation, a Delaware
corporation ("CENDANT"), the Borrower (an indirect wholly-owned subsidiary
of Cendant) and Avis Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of the Borrower ("MERGER Sub") in which Merger Sub
will merge with and into Avis and each outstanding share of class A common
stock, par value $.01 per share of Avis (the "COMMON STOCK"), other than
shares of Common Stock held by any subsidiary of Avis, held in Avis'
treasury, held by Cendant or any subsidiary of Cendant or held by
stockholders who perfect their appraisal rights under Delaware law, will
be converted into the right to receive $33.00 in cash.
2
"AVIS SECURITIZATION ENTITY" means a Subsidiary of Avis or Avis
Fleet (or another Person in which Avis, Avis Fleet or any of their
respective Subsidiaries makes an investment or to which Avis, Avis Fleet
or any of their respective Subsidiaries transfers Permitted Vehicle
Collateral or an interest in Permitted Vehicle Collateral) which engages
in no activities other than in connection with the ownership, leasing,
operation and financing of Eligible Vehicles and other Permitted Vehicle
Collateral and which is designated by the board of directors of Avis or
Avis Fleet, as applicable, as an Avis Securitization Entity and as to
which:
(1) no portion of the Indebtedness or any other obligations
(contingent or otherwise) of which:
(a) is guaranteed by Avis, Avis Fleet or any of their
respective Subsidiaries (excluding guarantees of obligations
(other than the principal of, and interest on, Indebtedness)
pursuant to Standard Securitization Undertakings);
(b) is recourse to or obligates Avis, Avis Fleet or any
of their respective Subsidiaries in any way other than
pursuant to Standard Securitization Undertakings; or
(c) subjects any property or asset of Avis, Avis Fleet
or any of their respective Subsidiaries (other than an Avis
Securitization Entity), directly or indirectly, contingently
or otherwise, to the satisfaction thereof, other than pursuant
to Standard Securitization Undertakings;
(2) neither Avis, Avis Fleet nor any of their respective
Subsidiaries has any material contract, agreement, arrangement or
understanding (except in connection with a Purchase Money Note or
Qualified Securitization Transaction) other than on terms no less
favorable to Avis, Avis Fleet or such Subsidiary of Avis or Avis
Fleet than those that might be obtained at the time from Persons
that are not Affiliates of Avis or Avis Fleet, as applicable, other
than fees payable in the ordinary course of business in connection
with servicing Permitted Vehicle Collateral; and
(3) neither Avis, Avis Fleet nor any of their respective
Subsidiaries has any obligation to maintain or preserve such
entity's financial condition or cause such entity to achieve certain
levels of operating results.
"AVIS SECURITIZATION INDEBTEDNESS" means (i) Indebtedness that
finances or refinances Eligible Vehicles (but only to the extent actually
used to finance or refinance Eligible Vehicles) and (ii) Indebtedness
secured by Permitted Vehicle Collateral.
"ELIGIBLE LEASES" means open-end and closed-end automobile fleet
leases originated by or on behalf of Avis, Avis Fleet or any of their
respective Subsidiaries which are of a type customarily eligible for
inclusion in a Qualified Securitization Transaction.
3
"ELIGIBLE VEHICLES" shall mean the motor vehicle inventory of Avis,
Avis Fleet or any of their respective Subsidiaries, in each case, whether
held for sale, lease or rental purposes which are of a type customarily
eligible for inclusion in a Qualified Securitization Transaction.
"ENUMERATED BUSINESS SEGMENTS" means the fleet, relocation or
mortgage business segments of the Borrower as described in its Annual
Report on Form 10-K, dated March 10, 2000.
"FLEET RECEIVABLES" means all receivables generated by Avis, Avis
Fleet or any of their respective Subsidiaries from obligors under fleet
maintenance contracts, fleet management contracts and fuel card contracts
and any other service contracts billed together with Eligible Leases,
which are of a type customarily eligible for inclusion in a Qualified
Securitization Transaction.
"LEAF TRUST TRANSACTION" means the financing of motor vehicles and
other equipment or personal property pursuant to that certain Amended and
Restated Purchase Agreement, to be dated as of the date of the
consummation of the Avis Merger, among LEAF Trust, a trust established
under the laws of the Province of Ontario, the Canadian Imperial Bank of
Commerce, as Administrative Agent and PHH Vehicle Management Services,
Inc., a corporation amalgamated under the laws of Canada (the "PURCHASE
AGREEMENT"), including any amendments, supplements, modifications,
extensions, renewals, restatements or refundings thereof and any
facilities or agreements that replace, refund or refinance, in whole or in
part, the Purchase Agreement.
"LIBOR" shall mean, with respect to each day during each Interest
Period pertaining to a LIBOR Borrowing, the rate per annum determined on
the basis of the rate for deposits in Dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period
appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London
time, two Business Days prior to the beginning of such Interest Period. In
the event that such rate does not appear on Page 3750 of the Telerate
screen (or otherwise on such screen), the "LIBOR" shall be determined by
reference to such other comparable publicly available service for
displaying eurodollar rates as may be selected by the Administrative Agent
or, in the absence of such availability, by reference to the rate at which
the Administrative Agent is offered Dollar deposits at or about 11:00
A.M., New York City time, two Business Days prior to the beginning of such
Interest Period in the interbank eurodollar market where its eurodollar
and foreign currency and exchange operations are then being conducted for
delivery on the first day of such Interest Period for the number of days
comprised therein.
"MEDIUM-TERM NOTES" means the Notes issued by the Borrower pursuant
to the Indenture entered into by the Borrower dated as of November 6,
2000, as supplemented.
"PERMITTED VEHICLE COLLATERAL" means, as of any date of
determination:
(1) the collateral securing Avis Securitization Indebtedness
and consisting of Eligible Vehicles and receivables, or a beneficial
interest therein, arising from the disposition of Eligible Vehicles
and the proceeds thereof;
4
(2) Eligible Leases and Fleet Receivables, or a beneficial
interest therein, transferred to an Avis Securitization Entity in
connection with a Qualified Securitization Transaction and the
proceeds thereof;
(3) any related assets which are customarily transferred, or
in respect of which security interests are customarily granted, in
connection with asset securitizations involving Eligible Vehicles or
Eligible Leases; and
(4) any proceeds of any of the foregoing.
"PURCHASE MONEY NOTE" means a promissory note of an Avis
Securitization Entity evidencing a line of credit, which may be
irrevocable, from Avis, Avis Fleet or any of their respective Subsidiaries
to an Avis Securitization Entity or representing the deferred purchase
price for the purchase of assets by such Avis Securitization Entity from
Avis, Avis Fleet or any of their respective Subsidiaries, in each case in
connection with a Qualified Securitization Transaction, which note is
repayable from cash available to the Avis Securitization Entity, other
than amounts required to be established as reserves pursuant to
agreements, amounts paid to investors in respect of interest, principal
and other amounts owing to such investors and amounts paid in connection
with the purchase of Eligible Vehicles, Eligible Leases, Fleet Receivables
or a beneficial interest therein.
"QUALIFIED SECURITIZATION TRANSACTION" means any transaction or
series of transactions that may be entered into by Avis, Avis Fleet or any
of their respective Subsidiaries pursuant to which Avis, Avis Fleet or any
of their respective Subsidiaries may sell, convey or otherwise transfer to
(1) an Avis Securitization Entity ( in the case of a transfer by Avis,
Avis Fleet or any of their respective Subsidiaries) or (2) any other
Person (in the case of a transfer by an Avis Securitization Entity), or
may grant a security interest in, any Permitted Vehicle Collateral
(whether now existing or arising in the future) of Avis, Avis Fleet or any
of their respective Subsidiaries, and any assets related thereto
including, without limitation, the proceeds of such Permitted Vehicle
Collateral.
"RATING AGENCIES" means S&P and Moody's, or, if either S&P or
Moody's is not publicly rating the Medium-Term Notes, then another
nationally recognized securities rating agency selected by the Borrower
and substituted for whichever agency is not publicly rating the
Medium-Term Notes.
"RATING DECLINE" means a decrease in the rating of the Medium-Term
Notes by either of the Rating Agencies by one or more gradations
(including gradations within rating categories as well as between rating
categories); PROVIDED that such reduction or decrease must occur upon or
within 30 days after the occurrence of a Significant Asset Sale, PROVIDED
HOWEVER, that such 30-day period shall be extended as long as the rating
of the Medium-Term Notes is under publicly announced consideration by
either of the Rating Agencies (i) where the rating of the Medium-Term
Notes is under publicly announced consideration for possible downgrading,
or (ii) where the rating of the Medium-Term Notes is under publicly
announced consideration, but where no direction of grading is initially
indicated by the Rating Agency, including classifications such as "Credit
Watch Developing" or such other similar classification used by the Rating
5
Agencies, PROVIDED FURTHER, that a Rating Decline shall not have occurred
if, after a decrease in rating, the Medium-Term Notes are rated at least
Baa1 by Moody's AND A- by S&P.
"SIGNIFICANT ASSET SALE" means (i) any sale by the Borrower or its
Subsidiaries of assets with a fair market value greater than $500,000,000,
or (ii) the sale of 33-1/3% or more of the assets or capital stock, as the
case may be, of any one of the Enumerated Business Segments, PROVIDED
HOWEVER, that a Significant Asset Sale shall not include transactions in
the ordinary course of business of the Borrower or its Subsidiaries,
including, but not limited to, asset securitization and similar
transactions or the Avis-Rent-A-Car transaction described in the
Borrower's Report on Form 8-K, dated November 20, 2000.
"SIGNIFICANT ASSET SALE TRIGGERING EVENT" means the occurrence of
both a Significant Asset Sale and a Rating Decline.
"SPECIAL PURPOSE VEHICLE SUBSIDIARY" shall mean PHH Caribbean
Leasing, Inc. and any Subsidiary engaged in the fleet-leasing management
business that (i) is, at any time, a party to one or more lease agreements
with only one lessee, and (ii) finances, at any one time, its investments
in lease agreements or vehicles with only one lender (which lender may be
the Borrower if and to the extent that such loans and/or advances by the
Borrower are not prohibited hereby).
"STANDARD SECURITIZATION UNDERTAKINGS" means representations,
warranties, covenants and indemnities entered into by Avis, Avis Fleet or
any of their respective Subsidiaries which are reasonably customary in
securitizations of vehicles and vehicle leases.
(b) Section 1 of the Credit Agreement is hereby amended by
deleting the definition of the following defined term in its entirety and
substituting in lieu thereof the following definition:
"INDEBTEDNESS" shall mean (i) all indebtedness, obligations and
other liabilities of the Borrower and its Subsidiaries which are, at the
date as of which Indebtedness is to be determined, includable as
liabilities in a consolidated balance sheet of the Borrower and its
Subsidiaries, other than (x) accounts payable and accrued expenses, (y)
advances from clients obtained in the ordinary course of the relocation
management services business of the Borrower and its Subsidiaries and (z)
current and deferred income taxes and other similar liabilities, plus (ii)
without duplicating any items included in Indebtedness pursuant to the
foregoing clause (i), the maximum aggregate amount of all liabilities of
the Borrower or any of its Subsidiaries under any Guaranty, indemnity or
similar undertaking given or assumed of, or in respect of, the
indebtedness, obligations or other liabilities, assets, revenues, income
or dividends of any Person other than the Borrower or one of its
Subsidiaries and (iii) all other obligations or liabilities of the
Borrower or any of its Subsidiaries in relation to the discharge of the
obligations of any Person other than the Borrower or one of it
Subsidiaries; PROVIDED that on the date of the Avis Merger and for a
period of thirty (30) days thereafter, any Indebtedness of Avis or any of
its Subsidiaries shall not be deemed Indebtedness for the purposes of this
definition.
6
III. AMENDMENTS TO SECTION 6.
(a) Section 6.1 of the Credit Agreement is hereby amended by
adding thereto the following Section 6.1(g):
(g) Indebtedness of Special Purpose Vehicle Subsidiaries
incurred to finance investment in lease agreements and vehicles by
such Subsidiaries, so long as the lender (and any other party) in
respect of such Indebtedness has recourse, if any, solely to the
assets of such Special Purpose Vehicle Subsidiary.
(b) Section 6.1 of the Credit Agreement is hereby amended by
adding thereto the following Section 6.1(j):
(j) on the date of the Avis Merger and for a period of thirty
(30) days thereafter, any Indebtedness of Avis or any of its
Subsidiaries issued, outstanding or permitted to exist pursuant to
the terms of the Avis Debt Documents as of the date of such Avis
Merger and any renewal, extension or modification of such
Indebtedness so long as (i) such renewal, extension or modification
is effected on substantially the same terms or on terms which, in
the aggregate, are not more adverse to the Lenders and (ii) the
principal amount of such Indebtedness issued, outstanding or
permitted to exist pursuant to the terms of the Avis Debt Documents
is not increased directly or indirectly.
(c) Section 6.1 of the Credit Agreement is hereby amended by
adding thereto the following Section 6.1(k):
(k) any Indebtedness of Avis Fleet or its Subsidiaries issued,
outstanding or permitted to exist pursuant to the terms of the Avis
Debt Documents as of the date of the Avis Fleet Transaction and any
renewal, extension or modification of such Indebtedness so long as
(i) such renewal, extension or modification is effected on
substantially the same terms or on terms which, in the aggregate,
are not more adverse to the Lenders and (ii) the principal amount of
such Indebtedness issued, outstanding or permitted to exist pursuant
to the terms of the Avis Debt Documents is not increased directly or
indirectly.
(d) Section 6.3 of the Credit Agreement is hereby amended by
deleting said section in its entirety and substituting in lieu thereof the
following
SECTION 6.3. LIMITATION ON TRANSACTIONS WITH AFFILIATES. Except for
the Avis Fleet Transaction, enter into any transaction, including, without
limitation, any purchase, sale, lease or exchange of property or the
rendering of any service, with any Affiliate (other than the Borrower or a
wholly-owned Subsidiary of the Borrower) unless such transaction is (a)
otherwise permitted under this Agreement and (b) upon fair and reasonable
terms no less favorable to the Borrower or such Subsidiary, as the case
may be, than it would obtain in a comparable arm's length transaction with
a Person which is not an Affiliate.
7
(e) Section 6.4(b) of the Credit Agreement is hereby amended by
deleting said section in its entirety and substituting in lieu thereof the
following:
(b)(i) Sell or otherwise dispose of all or substantially all
of the assets of the Borrower and its Subsidiaries, taken as a
whole; PROVIDED that it is understood for purposes of clarity that
this Section 6.4(b)(i) shall not prohibit or limit in any respect
transactions in the ordinary course of business of the Borrower or
any of its Subsidiaries (including but not limited to asset
securitization transactions or similar transactions entered into in
the ordinary course of business) or (ii) permit to occur a
Significant Asset Sale Triggering Event.
(f) Section 6.5 of the Credit Agreement is hereby amended by
adding thereto the following Section 6.5(g):
(g) Liens covering only the property or assets of any Special
Purpose Vehicle Subsidiary and securing only such Indebtedness of
such Special Purpose Vehicle Subsidiary as is permitted under
Section 6.1(g) hereof.
(g) Section 6.5 of the Credit Agreement is hereby amended by
adding thereto the following Section 6.5(p):
(p) on the date of the Avis Merger and for a period of thirty
(30) days thereafter, any Liens securing Indebtedness and related
obligations of the Borrower or any of the Material Subsidiaries that
principally transact business in the United States to the extent
such Indebtedness and related obligations are permitted under
Section 6.1(j) hereof; and
(h) Section 6.5 of the Credit Agreement is hereby amended by
adding thereto the following Section 6.5(q):
(q) any Liens securing Indebtedness and related obligations of
the Borrower or any of the Material Subsidiaries that principally
transact business in the United States to the extent such
Indebtedness and related obligations are permitted under Section
6.1(k) hereof.
(i) Section 6.6 of the Credit Agreement is hereby amended by
deleting said section in its entirety and substituting in lieu thereof the
following:
SECTION 6.6. SALE AND LEASEBACK. Enter into any arrangement with any
Person or Persons, whereby in contemporaneous transactions the Borrower or
any of its Subsidiaries sells essentially all of its right, title and
interest in a material asset and the Borrower or any of its Subsidiaries
acquires or leases back the right to use such property except that the
Borrower or any of its Subsidiaries may enter into sale-leaseback
transactions relating to assets not in excess of $100,000,000 in the
aggregate on a cumulative basis, and except (a) on the date of the Avis
Merger and for a period of thirty (30) days thereafter, any arrangements
of Avis or any of its Subsidiaries existing as of the date of such Avis
Merger and any renewals, extensions or modifications thereof so long as
such renewals, extensions or modifications are effected on substantially
the same
8
terms or on terms which, in the aggregate, are not more adverse to the
Lenders in any material respect; (b) any arrangements of Avis Fleet or any
of its Subsidiaries (other than the LEAF Trust Transaction) existing as of
the date of the Avis Fleet Transaction and any renewals, extensions or
modifications thereof so long as such renewals, extensions or
modifications are effected on substantially the same terms or on terms
which, in the aggregate, are not more adverse to the Lenders in any
material respect; (c) the LEAF Trust Transaction; and (d) without limiting
either of the foregoing clauses (b) and (c), any sale-leaseback
transaction entered into in connection with an asset securitization
transaction the indebtedness or Indebtedness relating to which is
permitted to be secured pursuant to Section 6.5(l) or 6.5(n).
(j) Section 6.7 of the Credit Agreement is hereby amended by
deleting said section in its entirety and substituting in lieu thereof the
following:
SECTION 6.7. CONSOLIDATED NET WORTH. Permit Consolidated Net Worth
on the last day of any fiscal quarter to be less than the sum of (i)
$900,000,000 PLUS (ii) 25% of Consolidated Net Income, if positive, for
each fiscal quarter after December 31, 2000.
(k) Section 6.8 of the Credit Agreement is hereby amended by
deleting said section in its entirety and substituting in lieu thereof the
following:
SECTION 6.8. RATIO OF INDEBTEDNESS TO CONSOLIDATED NET WORTH.
Permit, at any time, Indebtedness of the Borrower and its Subsidiaries
less Cash Equivalents (owned by the Borrower or any of its Subsidiaries
and free of Liens (other than Liens securing Indebtedness)) to exceed
eight (8) times Consolidated Net Worth.
(l) Section 6.10 of the Credit Agreement is hereby amended by
deleting said section in its entirety and substituting in lieu thereof the
following:
SECTION 6.10 RESTRICTIONS AFFECTING SUBSIDIARIES. Enter into, or
suffer to exist, any Contractual Obligation with any Person, which
prohibits or limits the ability of any Material Subsidiary (other than
Special Purpose Vehicle Subsidiaries and Asset Securitization
Subsidiaries) to (a) pay dividends or make other distributions or pay any
Indebtedness owed to the Borrower or any other Subsidiary, (b) make loans
or advances to the Borrower or any other Subsidiary or (c) transfer any of
its properties or assets to the Borrower or any other Subsidiary, except
in each case (i) on the date of the Avis Merger and for a period of thirty
(30) days thereafter, any Contractual Obligation of Avis or any of its
Subsidiaries (other than Asset Securitization Subsidiaries or Special
Purpose Vehicle Subsidiaries) existing as of the date of such Avis Merger
and any renewals, extensions or modifications thereof so long as such
renewals, extensions or modifications are effected on substantially the
same terms or on terms which, in the aggregate, are not more adverse to
the Lenders in any material respect, and (b) any Contractual Obligation of
Avis Fleet or any of its Subsidiaries (other than Asset Securitization
Subsidiaries or Special Purpose Vehicle Subsidiaries) existing as of the
date of the Avis Fleet Transaction and any renewals, extensions or
modifications thereof so long as such renewals, extensions or
modifications are effected on substantially the same terms or on terms
which, in the aggregate, are not more adverse to the Lenders in any
material respect.
9
IV. EFFECTIVE DATE. This Amendment shall become effective on
the date (the "EFFECTIVE DATE") on which the Borrower, the Administrative Agent
and the Required Lenders under the Credit Agreement shall have duly executed and
delivered to the Administrative Agent this Amendment, and the Administrative
Agent shall have received evidence of the effectiveness of each of (i) the
Amendment, dated as of February 22, 2001, to the Three Year Competitive Advance
and Revolving Credit Agreement dated August 29, 2000, by and among Cendant
Corporation, the lenders parties thereto, and The Chase Manhattan Bank, as
administrative agent, (ii) the Amendment, dated as of February 22, 2001, to the
Five Year Competitive Advance and Revolving Credit Agreement dated as of October
2, 1996, by and among Cendant Corporation, the lenders parties thereto and The
Chase Manhattan Bank, as administrative agent, (iii) the 364-Day Competitive
Advance and Revolving Credit Agreement, dated as of March 4, 1997, as amended
and restated through February 22, 2001, among PHH, the lenders parties thereto
and The Chase Manhattan Bank, as administrative agent and (iv) the Term Loan
Agreement, dated as of February 22, 2001, among Cendant Corporation, the lenders
parties thereto and The Chase Manhattan Bank, as administrative agent.
V. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants that (a) each of the representations and warranties in
Section 3 of the Credit Agreement shall be, after giving effect to this
Amendment, true and correct in all material respects as if made on and as of the
Effective Date (unless such representations and warranties are stated to relate
to a specific earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date) and
(b) after giving effect to this Amendment, no Default or Event of Default shall
have occurred and be continuing.
VI. NO OTHER AMENDMENTS; CONFIRMATION. Except as expressly
amended hereby, the provisions of the Credit Agreement and each of the
Fundamental Documents are and shall remain in full force and effect.
VII. GOVERNING LAW. This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
VIII. COUNTERPARTS. This Amendment may be executed by one or
more of the parties hereto on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date first
above written.
PHH CORPORATION
By: ______________________________
Name:
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: ______________________________
Name:
Title:
ALLFIRST BANK
By: ______________________________
Name:
Title:
BANK ONE, NA
By: ______________________________
Name:
Title:
BANK OF AMERICA, N.A.
By: ______________________________
Name:
Title:
BANK OF MONTREAL
By: ______________________________
Name:
Title:
THE BANK OF NEW YORK
By: ______________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By: ______________________________
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: ______________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By: ______________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By: ______________________________
Name:
Title:
FLEET NATIONAL BANK
By: ______________________________
Name:
Title:
THE FUJI BANK, LIMITED
By: ______________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: ______________________________
Name:
Title:
MELLON BANK, N.A.
By: ______________________________
Name:
Title:
THE NORTHERN TRUST COMPANY
By: ______________________________
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
By: ______________________________
Name:
Title:
ROYAL BANK OF CANADA
By: ______________________________
Name:
Title:
THE SUMITOMO BANK, LIMITED
By: ______________________________
Name:
Title:
WELLS FARGO BANK
By: ______________________________
Name:
Title:
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW
YORK BRANCH
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title: