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Exhibit 10.19(c)
CONFORMED COPY
SECOND AMENDMENT (this "AMENDMENT"), dated as of October 5,
2001, to the THREE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT dated
August 29, 2000 (as amended, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT"), by and among CENDANT CORPORATION, a Delaware
corporation (the "BORROWER"), the financial institutions parties thereto (the
"LENDERS"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as
administrative 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 SECURITIZATION ENTITY" means a Subsidiary of Avis (or
another Person in which Avis or any of its Subsidiaries makes an
investment or to which Avis or any of its 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 as a 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 the Borrower or any of
its 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 the Borrower
or any of its Subsidiaries in any way other than
pursuant to Standard Securitization Undertakings; or
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(c) subjects any property or asset of the
Borrower or any of its Subsidiaries (other than a
Securitization Entity), directly or indirectly,
contingently or otherwise, to the satisfaction
thereof, other than pursuant to Standard
Securitization Undertakings;
(2) neither the Borrower nor any of its 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 the Borrower or such Subsidiary of the
Borrower than those that might be obtained at the time from
Persons that are not Affiliates of the Borrower, other than
fees payable in the ordinary course of business in connection
with servicing Permitted Vehicle Collateral; and
(3) neither the Borrower nor any of its Subsidiaries
has any obligation to maintain or preserve such entity's
financial condition or cause such entity to achieve certain
levels of operating results.
"PERMITTED TIMESHARE COLLATERAL" means, as of any date of
determination:
(1) the collateral securing Timeshare Loan
Indebtedness and consisting of Timeshare Loans or a beneficial
interest therein and the proceeds thereof;
(2) Timeshare Loans or a beneficial interest therein,
transferred to a 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 Timeshare Loans; and
(4) any proceeds of any of the foregoing.
"TIMESHARE DEBT DOCUMENTS" shall mean the instruments and
agreements pursuant to which any indebtedness of any Timeshare
Subsidiary has been issued, is outstanding or is permitted to exist.
"TIMESHARE LOAN INDEBTEDNESS" shall mean any Indebtedness
secured by or payable from Permitted Timeshare Collateral.
"TIMESHARE LOAN" shall mean any loan made to finance the
acquisition of a timeshare, including a timeshare that has not yet been
completed, any installment contract for the purchase of a timeshare, or
any other arrangement in the nature of a financing of the purchase of a
timeshare, and all security therefor and proceeds thereof.
"TIMESHARE PROPERTY" shall mean any property used or intended
to be used for development, in whole or in part, of a timeshare regime,
including but not limited to real property, improvements thereon, any
condominium, any portion of such a development, any unit or units
subjected to a timeshare regime, any fixed week intervals, any
undivided
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interests, any notional "points" afforded to owners of timeshares, any
common areas, and any other form of ownership of, or entitlement to
occupy real estate that forms a part of, or is subject to, a timeshare
regime under applicable state law.
"TIMESHARE SECURITIZATION ENTITY" means in the case of a
Subsidiary of a Timeshare Subsidiary (or another Person in which a
Timeshare Subsidiary makes an investment or to which any Timeshare
Subsidiary transfers Permitted Timeshare Collateral or an interest in
Permitted Timeshare Collateral) which engages in no activities other
than in connection with the ownership, leasing, operation and financing
of Timeshare Properties and other Permitted Timeshare Collateral and
which is designated by the board of directors of a Timeshare Subsidiary
as a 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 the Borrower or any of
its 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 the Borrower
in any way other than pursuant to Standard
Securitization Undertakings; or
(c) subjects any property or asset of the
Borrower or any of its Subsidiaries (other than a
Securitization Entity), directly or indirectly,
contingently or otherwise, to the satisfaction
thereof, other than pursuant to Standard
Securitization Undertakings;
(2) neither the Borrower nor any of its 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 the Borrower or such Subsidiary of the
Borrower than those that might be obtained at the time from
Persons that are not Affiliates of the Borrower, other than
fees payable in the ordinary course of business in connection
with servicing Permitted Timeshare Collateral; and
(3) neither the Borrower nor any of its Subsidiaries
has any obligation to maintain or preserve such entity's
financial condition or cause such entity to achieve certain
levels of operating results.
"TIMESHARE SUBSIDIARY" shall mean Fairfield, its Subsidiaries,
or any other direct or indirect Subsidiary of the Borrower that is in
the business of developing, owning, selling, managing or financing
Timeshare Properties.
"UPPER DECS" shall mean the securities, consisting of 6.75%
senior notes of the Borrower due 2006 and forward purchase contracts to
purchase the Borrower's common stock in August 2004, issued on July 27,
2001 pursuant to the Prospectus Supplement, dated as of July 20, 2001.
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(b) Section 1 of the Credit Agreement is hereby amended by deleting
the definitions of the following defined terms in their respective entireties
and substituting in lieu thereof the following definitions:
"COMMITMENT PERCENTAGE" shall mean, as to any Lender at any
time, the percentage which such Lender's Commitment then constitutes of
the Total Commitment or, at any time after the Commitments shall have
expired or terminated, the percentage which the aggregate principal
amount of such Lender's Loans and L/C Exposure then outstanding
constitutes of the aggregate principal amount of the Loans and L/C
Exposure then outstanding.
"CONSOLIDATED EBITDA" shall mean, without duplication, for any
period for which such amount is being determined, the sum of the
amounts for such period of (i) Consolidated Net Income, (ii) provision
for taxes based on income, (iii) depreciation expense (excluding any
such expense attributable to depreciation of Eligible Vehicles which
are included in a Qualified Securitization Transaction), (iv)
Consolidated Interest Expense, (v) amortization expense, (vi) other
non-cash items reducing Consolidated Net Income, plus (vii) any cash
contributions by the Borrower and its Subsidiaries during such period
into the Settlement Trust minus (viii) any cash expenditures during
such period to the extent such cash expenditures (x) did not reduce
Consolidated Net Income for such period and (y) were applied against
reserves that constituted non-cash items which reduced Consolidated Net
Income during prior periods, all as determined on a consolidated basis
for the Borrower and its Consolidated Subsidiaries in accordance with
GAAP. Notwithstanding the foregoing, in calculating Consolidated EBITDA
pro forma effect shall be given to each acquisition of a Subsidiary or
any entity acquired in a merger in any relevant period for which the
covenants set forth in Sections 6.7 and 6.8 are being calculated as if
such acquisition had been made on the first day of such period.
"CONSOLIDATED INTEREST EXPENSE" shall mean for any period for
which such amount is being determined, total interest expense paid or
payable in cash (including that properly attributable to Capital Leases
in accordance with GAAP but excluding in any event all capitalized
interest and amortization of debt discount and debt issuance costs) of
the Borrower and its Consolidated Subsidiaries on a consolidated basis
including, without limitation, all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net cash costs (or minus net profits) under
Interest Rate Protection Agreements MINUS, without duplication, any
interest income of the Borrower and its Consolidated Subsidiaries on a
consolidated basis during such period. Notwithstanding the foregoing,
interest expense on any Avis Securitization Indebtedness or any
Timeshare Loan Indebtedness, shall be deemed not to be included in
Consolidated Interest Expense.
"CONSOLIDATED NET WORTH" shall mean, as of any date of
determination, all items which in conformity with GAAP would be
included under shareholders' equity on a consolidated balance sheet of
the Borrower and its Subsidiaries at such date plus mandatorily
redeemable preferred securities issued by Subsidiaries of the Borrower
(other than PHH and its Subsidiaries) plus 80% of the aggregate amount
outstanding under the Upper DECS which is, at the date as of which
Consolidated Net Worth is to be determined, includable as a liability
on a consolidated balance sheet of the Borrower and
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its Subsidiaries. Consolidated Net Worth shall include the Borrower's
equity interest in PHH.
"CONSOLIDATED TOTAL INDEBTEDNESS" shall mean (i) the total
amount of Indebtedness of the Borrower and its Consolidated
Subsidiaries determined on a consolidated basis using GAAP principles
of consolidation, which is, at the dates as of which Consolidated Total
Indebtedness is to be determined, includable as liabilities on a
consolidated balance sheet of the Borrower and its Subsidiaries, plus
(ii) without duplication of any items included in Indebtedness pursuant
to the foregoing clause (i), Indebtedness of others which the Borrower
or any of its Consolidated Subsidiaries has directly or indirectly
assumed or guaranteed (but only to the extent so assumed or guaranteed)
or otherwise provided credit support therefor, including without
limitation, Guaranties; PROVIDED that, for purposes of this definition,
(a) any Avis Securitization Indebtedness shall not be deemed
Indebtedness, (b) any Timeshare Loan Indebtedness shall not be deemed
Indebtedness and (c) only 20% of the aggregate amount outstanding under
the Upper DECS which is, at the dates as of which Consolidated Total
Indebtedness is to be determined, includable as a liability on a
consolidated balance sheet of the Borrower and its Subsidiaries, shall
be deemed Indebtedness. In addition, for purposes of this definition,
the amount of Indebtedness at any time shall be reduced (but not to
less than zero) by the amount of Excess Cash.
"FAIRFIELD" shall mean Fairfield Resorts Inc., a Delaware
corporation (formerly Fairfield Communities, Inc.).
"HOTEL SUBSIDIARY" shall mean any Subsidiary of the Borrower
which (a) is engaged as its principal activity, in the hotel
franchising business or related activities or (b) owns or licenses from
a Person other than the Borrower or another Subsidiary, any proprietary
right related to the hotel franchising business.
"PURCHASE MONEY NOTE" means a promissory note of a
Securitization Entity evidencing a line of credit, which may be
irrevocable, from Avis or any of its Subsidiaries or a Timeshare
Subsidiary to a Securitization Entity or representing the deferred
purchase price for the purchase of assets by such Securitization Entity
from Avis or any of its Subsidiaries or Timeshare Subsidiary, as the
case may be, in each case in connection with a Qualified Securitization
Transaction, which note is repayable from cash available to the
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, in
the case of an Avis Securitization Entity, or a Timeshare Loan, in the
case of a Timeshare Securitization Entity.
"QUALIFIED SECURITIZATION TRANSACTION" means (x) any
transaction or series of transactions that may be entered into by Avis
or any of its Subsidiaries pursuant to which Avis or any of its
Subsidiaries may sell, convey or otherwise transfer to (1) a
Securitization Entity (in the case of a transfer by Avis or any of its
Subsidiaries) or (2) any other Person (in the case of a transfer by a
Securitization Entity), or may grant a security interest in, any
Permitted Vehicle Collateral (whether now existing or arising in the
future) of Avis or any of its Subsidiaries, and any assets related
thereto including,
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without limitation, the proceeds of such Permitted Vehicle Collateral
or (y) any transaction or series of transactions that may be entered
into by any Timeshare Subsidiary pursuant to which any Timeshare
Subsidiary may sell, convey or otherwise transfer to (1) a
Securitization Entity (in the case of a transfer by any Timeshare
Subsidiary) or (2) any other Person (in the case of a transfer by a
Securitization Entity), or may grant a security interest in, any
Permitted Timeshare Collateral (whether now existing or arising in the
future) of any Timeshare Subsidiary, and any assets related thereto
including, without limitation, the proceeds of such Permitted Timeshare
Collateral.
"SECURITIZATION ENTITY" means an Avis Securitization Entity or
a Timeshare Securitization Entity.
"STANDARD SECURITIZATION UNDERTAKINGS" means representations,
warranties, guaranties, covenants and indemnities entered into by Avis
or any of its Subsidiaries or any Timeshare Subsidiary which are
reasonably customary in securitizations.
III. AMENDMENTS TO SECTION 6.
(a) Section 6.1 of the Credit Agreement is hereby amended by
deleting Section 6.1(j) thereof in its entirety and substituting in lieu thereof
the following:
(j) any Indebtedness (other than Timeshare Loan
Indebtedness) of any Timeshare Subsidiary, to the extent
issued, outstanding or permitted to exist pursuant to the
terms of any Fairfield Debt Documents as of the date of the
Fairfield Merger, or to the extent issued, outstanding or
permitted to exist pursuant to the terms of any other
Timeshare Debt Documents as of the date of the acquisition of
the related Timeshare Subsidiary; and, in each case, 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 Fairfield
Debt Documents or Timeshare Debt Documents, as applicable, is
not increased directly or indirectly;
(b) Section 6.1 of the Credit Agreement is hereby amended by
making clauses (k) and (l) thereof into clauses (l) and (m) thereof,
respectively, and adding thereto the following new clause (k):
(k) any Timeshare Loan Indebtedness;
(c) Section 6.1 of the Credit Agreement is hereby amended by
deleting Section 6.1(m) thereof in its entirety and substituting in lieu thereof
the following:
(m) in addition to the Indebtedness permitted by
paragraphs (a) - (l) above, Indebtedness of PHH and its
Subsidiaries so long as, after giving effect to the incurrence
of such Indebtedness and the use of the proceeds thereof, the
ratio of Indebtedness (other than Avis Securitization
Indebtedness and Timeshare Loan Indebtedness) of PHH and its
Subsidiaries to consolidated shareholders' equity of PHH is
less than 8 to 1.
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(d) Section 6.3 of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting in lieu thereof the
following:
SECTION 6.3 HOTEL SUBSIDIARIES.
No Hotel Subsidiary shall incur or suffer to exist
any obligation to advance money to purchase securities from,
or otherwise make any investment in, any Person engaged in the
gaming business, PROVIDED that any Hotel Subsidiary may make
any such investment in any such Person so long as such Person
does not become a Material Subsidiary as a result thereof.
(e) Section 6.5 of the Credit Agreement is hereby amended by
adding thereto the following clause (m):
(m) any Liens securing Indebtedness and related obligations of
the Borrower or any of its Material Subsidiaries to the extent such
Indebtedness and related obligations are permitted under Section 6.1(k)
hereof;
(f) Section 6.6 of the Credit Agreement is hereby amended by
deleting such 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 and its Subsidiaries may
enter into sale-leaseback transactions relating to assets not
in excess of $200,000,000 in the aggregate on a cumulative
basis, and except (a) any arrangements of Fairfield or any of
its Subsidiaries existing as of the date of the Fairfield
Merger and any renewals, extensions or modifications thereof,
or replacements or substitutions therefor, 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, (b) in connection with the issuance of Avis
Securitization Indebtedness and (c) in connection with the
issuance of Timeshare Loan Indebtedness.
(g) Section 8.6 of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting in lieu thereof
the following:
SECTION 8.6 REIMBURSEMENT AND INDEMNIFICATION.
Each of the Lenders severally and not jointly agrees
(i) to reimburse the Administrative Agent, in the amount of
its proportionate share of the Total Commitment in effect on
the date on which such reimbursement is sought (or, if
reimbursement is sought after the date upon which the Total
Commitment shall
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have been terminated in its entirety, in the amount of its
proportionate share of the Total Commitment immediately prior
to such date), for any expenses and fees incurred for the
benefit of the Lenders under the Fundamental Documents,
including, without limitation, counsel fees and compensation
of agents and employees paid for services rendered on behalf
of the Lenders, and any other expense incurred in connection
with the administration or enforcement thereof not reimbursed
by the Borrower or one of its Subsidiaries; (ii) to indemnify
and hold harmless the Administrative Agent and any of its
directors, officers, employees, or agents, on demand, in the
amount of its proportionate share of the Total Commitment in
effect on the date on which such indemnification is sought
(or, if indemnification is sought after the date upon which
the Total Commitment shall have been terminated in its
entirety, in the amount of its proportionate share of the
Total Commitment immediately prior to such date), from and
against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses, or
disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against it or any of them
in any way relating to or arising out of the Fundamental
Documents or any action taken or omitted by it or any of them
under the Fundamental Documents to the extent not reimbursed
by the Borrower or one of its Subsidiaries (except such as
shall result from the gross negligence or willful misconduct
of the Person seeking indemnification); and (iii) to indemnify
and hold harmless the Issuing Lenders and any of their
respective directors, officers, employees, or agents or demand
in the amount of its proportionate share from and against any
and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs expenses or disbursements of
any kind or nature whatever which may be imposed or incurred
by or asserted against it relating to or arising out of the
issuance of any Letters of Credit not reimbursed by the
Borrower or one of its Subsidiaries (except such as shall
result from the gross negligence or willful misconduct of the
Person seeking indemnification).
(h) Section 9.1 of the Credit Agreement is hereby amended by
deleting the first sentence of such Section in its entirety and substituting in
lieu thereof the following:
Notices and other communications provided for herein
shall be in writing and shall be delivered or mailed (or in
the case of telegraphic communication, if by telegram,
delivered to the telegraph company and, if by telex, telecopy,
graphic scanning or other telegraphic communications equipment
of the sending party hereto, delivered by such equipment)
addressed, if to the Administrative Agent or Chase, to it at
270 Park Avenue, New York, New York 10017-2070 Attn: Sandra
Miklave, with a copy to Randolph Cates, or if to the Borrower,
to it at 9 West 57th Street, New York, NY 10019 Attention:
Kevin Sheehan, Chief Financial Officer and Eric J. Bock,
Senior Vice President and Corporate Secretary, with a copy to
Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square,
New York, NY 10036, Attn: James Douglas, or if to a Lender, to
it at its address notified to the Administrative Agent (or set
forth in its Assignment and Acceptance or other agreement
pursuant to which it became a Lender hereunder), or such other
address as such party may from time to time designate by
giving written notice to the other parties hereunder.
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(i) Section 9.8 of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting in lieu thereof the
following:
SECTION 9.8 EXTENSION OF MATURITY.
Except as otherwise specifically provided in Article
1 or 8 hereof, should any payment of principal of or interest
on the Notes or any other amount due hereunder become due and
payable on a day other than a Business Day, the maturity
thereof shall be extended to the next succeeding Business Day
and, in the case of principal, interest shall be payable
thereon at the rate herein specified during such extension.
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 the Amended and
Restated Credit Agreement, dated as of October 5, 2001, among the Borrower, 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.
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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.
CENDANT CORPORATION
By: /s/ Kevin M. Sheehan
---------------------
Name: Kevin M. Sheehan
Title: Chief Financial Officer
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Randolph E. Cates
---------------------
Name: Randolph E. Cates
Title: Vice President
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AMSOUTH BANK
By:
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Name:
Title:
BNP PARIBAS
By:
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Name:
Title:
By:
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Name:
Title:
BANK OF AMERICA, N.A.
By: /s/ Igor Suica
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Name: Igor Suica
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Eliza Adams
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Name: Eliza Adams
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Brian Allen
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Name: Brian Allen
Title: Managing Director
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BANK ONE, NA (MAIN BRANCH CHICAGO)
By:
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Name:
Title:
CITIBANK, N.A.
By: /s/ William G. Martens
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Name: William G. Martens
Title: Managing Director
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Rod Hurst
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Name: Rod Hurst
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Bill O'Daly
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Name: Bill O'Daly
Title: Vice President
By: /s/ Kristin Lepri
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Name: Kristin Lepri
Title: Assistant Vice President
FIRST UNION NATIONAL BANK
By: /s/ Dawn P. Weiss
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Name: Dawn P. Weiss
Title: Vice President
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THE FUJI BANK, LIMITED
By: /s/ Yuji Tanaka
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Name: Yuji Tanaka
Title: Vice President & Manager
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Akihiko Mabuchi
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Name: Akihiko Mabuchi
Title: Senior Vice President
MELLON BANK, N.A.
By: /s/ J. Wade Bell
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Name: J. Wade Bell
Title: Vice President
THE NORTHERN TRUST COMPANY
By:
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Name:
Title:
NATIONAL WESTMINSTER BANK PLC
By:
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Name:
Title:
THE SANWA BANK, LIMITED
By:
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Name:
Title:
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SUMITOMO MITSUI BANKING CORPORATION
By: /s/ P.R.C. Knight
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Name: P.R.C. Knight
Title: Senior Vice President
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
By:
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Name:
Title:
By:
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Name:
Title: