COMPOSITE COPY
AMENDMENT NO. 1 (the "Amendment") dated as of
April 25, 1994 to the Credit and Guaranty Agreement
dated as of August 18, 1993 (the "Agreement"), among
AMERICAN MEDICAL INTERNATIONAL, INC., a Delaware
corporation (the "Borrower"), AMERICAN MEDICAL
HOLDINGS, INC., a Delaware corporation ("Holdings"),
THE LENDERS REFERRED TO THEREIN, (the "Lenders"),
CHEMICAL BANK, a New York banking corporation, as
agent for the Lenders (the "Agent"), THE BANK OF
NOVA SCOTIA, as Co-Agent and THE LONG TERM CREDIT
BANK OF JAPAN, LTD., LOS ANGELES AGENCY, as Co-Agent.
INTRODUCTORY STATEMENT
All capitalized terms not otherwise defined in this Amendment are used
herein as defined in the Agreement.
The Lenders have made available to the Borrower a revolving credit
facility in the amount of $600,000,000. Holdings and the Borrower have
requested that the Agreement be amended to modify certain provisions thereof as
hereinafter set forth. In consideration of the mutual agreements contained
herein and other good and valuable consideration, the parties hereto hereby
agree as follows:
SECTION 1. AMENDMENT TO THE AGREEMENT. Subject to the provisions of
Section 2 hereof, the Agreement is hereby amended as follows:
(A) The definition of "Pledged Borrower Subsidiary" appearing in
Article 1 of the Agreement is hereby amended by inserting the words ", Section
5.13(c) or Section 5.13(d)" after the words "pursuant to Section 5.13(a)(i)"
appearing therein.
(B) The definition of "Pledged Securities" appearing in Article 1 of
the Agreement is hereby amended by deleting the word "and" immediately after the
word "Finco" appearing therein, by inserting a comma in lieu thereof and by
inserting the following words at the end of the existing text:
", Trademark Subsidiary and each Subsidiary of the
Borrower whose Capital Stock is hereafter required
to be pledged to the Agent (for the benefit of the Lenders)
pursuant to Section 5.13(c) hereof."
(C) The following definitions are hereby inserted in Article 1 of
the Agreement in the correct alphabetical sequence:
"'NATIONAL PARK SUBSIDIARY' shall mean the direct, wholly owned
Subsidiary of the Borrower which shall be formed for the purpose of
conducting the operating business of AMI National Park Medical Center.
'INTERMEDIATE NOTE SUBSIDIARY' shall mean any direct, wholly owned
Subsidiary of the Borrower which shall be formed for the purpose of
conducting the business contemplated by Section 6.03(d) hereof.
'INTERMEDIATE TRADEMARK SUBSIDIARY' shall mean any direct, wholly
owned Subsidiary of the Borrower which shall be formed for the purpose
of conducting the business contemplated by Section 6.03(e) hereof.
'NOTE SUBSIDIARY' shall mean the direct or indirect, wholly owned
Subsidiary of the Borrower which shall hereafter be formed and to
which the Borrower will be contributing certain notes currently held
by the Borrower as contemplated by Section 6.04(q) hereof.
'TRADEMARK SUBSIDIARY' shall mean the direct or indirect, wholly owned
Subsidiary of the Borrower which shall hereafter be formed and to
which the Borrower will be contributing certain trademarks currently
held by the Borrower as contemplated by Section 6.04(r) hereof."
(D) Section 5.13 of the Agreement is hereby amended by adding the
following additional paragraphs (c), (d) and (e):
"(c) If any Subsidiary of the Borrower acquires assets (whether
resulting from a transfer by the Borrower or one of its Subsidiaries or
otherwise, and whether resulting from one transaction or over time) with a
fair market value of $10,000,000 or more, and a security interest in the
Capital Stock of that direct Subsidiary of the
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Borrower which is either such Subsidiary which has acquired assets valued
at $10,000,000 or more (the "Subject Subsidiary") or the direct or indirect
corporate parent thereof, has not been granted to the Agent (on behalf of
the Lenders) or the Collateral Trustee (for the equal and ratable benefit
of the Lenders and the holders of the Public Debt Obligations (such term
being used in this Section 5.13(c) as defined in the Collateral Trust
Agreement)), as appropriate, then the Borrower (i) shall promptly notify
the Agent in writing of the acquisition of such assets by the Subject
Subsidiary and (ii) if requested by the Agent, shall promptly grant to the
Agent for the benefit of the Lenders (or, to the Collateral Trustee for the
equal and ratable benefit of the Lenders and the holders of the Public Debt
Obligations), a security interest in the Capital Stock of that direct
Subsidiary of the Borrower (to the extent such Capital Stock is not already
so pledged) which is either such Subject Subsidiary or the direct or
indirect corporate parent thereof.
(d) Promptly upon the creation (if ever) of each of Intermediate
Note Subsidiary and Note Subsidiary, the Borrower shall notify the Agent in
writing thereof and shall grant to the Collateral Trustee for the equal and
ratable benefit of the Lenders and the holders of the Public Debt
Obligations (as such term is defined in the Collateral Trust Agreement), a
security interest in all of the Capital Stock of Intermediate Note
Subsidiary and any of the Capital Stock of Note Subsidiary which is owned
directly by the Borrower.
(e) Promptly upon the creation (if ever) of each of Intermediate
Trademark Subsidiary and Trademark Subsidiary, the Borrower shall notify
the Agent in writing thereof and shall execute and deliver an amendment
(in form and substance satisfactory to the Agent) to the Borrower Pledge
and Security Agreement in order to provide the Agent for the benefit of
the Lenders, with a security interest in all of the Capital Stock of
Intermediate Trademark Subsidiary and any of the Capital Stock of
Trademark Subsidiary which is owned directly by the Borrower."
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(E) Section 6.03 of the Agreement is hereby amended by adding the
following additional paragraphs (d) and (e):
"(d) With respect to Intermediate Note Subsidiary, (i) conduct any
business other than the ownership of Capital Stock of Note Subsidiary
nor (ii) hold any asset other than such Capital Stock.
(e) With respect to Intermediate Trademark Subsidiary, (i) conduct
any business other than the ownership of Capital Stock of Trademark
Subsidiary nor (ii) hold any asset other than such Capital Stock."
(F) Section 6.04(f) of the Agreement is hereby amended by adding the
following parenthetical phrase after the words "pursuant to this Section 6.04(f)
during the term of this Agreement" appearing in clause (i) of Section 6.04(f):
"(other than the Acquisition by Amisub (SFH), Inc., a Tennessee
corporation, of substantially all of the assets (and the assumption of the
liabilities) of Saint Francis Hospital, Inc., a Tennessee not-for-profit
corporation, for a purchase price of $96,700,000 (subject, however, to a
working capital adjustment), PROVIDED that the Net Cash Proceeds received
by the Borrower from the sale or other disposition of the equity securities
of EPIC Holdings, Inc., equals or exceeds $40,000,000)".
(G) Section 6.04 of the Agreement is hereby amended by deleting the
word "and" appearing at the end of paragraph (n) thereof and adding the
following additional paragraphs (p), (q), (r) and (s):
"(p) the Borrower may make a transfer to one of its wholly owned
Subsidiaries and any wholly owned Subsidiary of the Borrower may make a
transfer to the Borrower or another wholly owned Subsidiary of the
Borrower, PROVIDED, HOWEVER, that if any such transfer to a wholly owned
Subsidiary involves asset(s) with a fair market value of $10,000,000 or
more, then at least five (5) Business Days prior to such transfer,
the Borrower shall provide written notice of the proposed transfer to the
Agent and, if applicable, shall comply with any requests made by the Agent
pursuant to Section 5.13(c) hereof;
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(q) the contribution by the Borrower (whether directly or through
Intermediate Note Subsidiary) to Note Subsidiary of certain notes currently
held by the Borrower representing intercompany Indebtedness owed by
Subsidiaries of the Borrower (other than Finco) to the Borrower, in
exchange for shares of the Capital Stock of Note Subsidiary;
(r) the contribution by the Borrower (whether directly or through
Intermediate Trademark Subsidiary) to Trademark Subsidiary of certain
trademarks currently held by the Borrower in exchange for shares of the
Capital Stock of Trademark Subsidiary, and the licensing of such trademarks
by Trademark Subsidiary to the Borrower and/or Subsidiaries of the Borrower
in the ordinary course of business of the Borrower and its Subsidiaries;
and
(s) the contribution by the Borrower to National Park Subsidiary of
all or substantially all of the assets (including Patient Receivables)
which are associated with or employed in the operation of AMI National
Park Medical Center, in exchange for shares of the Capital Stock of
National Park Subsidiary."
(H) Section 6.05(k) of the Agreement is hereby amended in its
entirety to read as follows:
"(k) Investments in Joint Venture Subsidiaries and Joint Ventures,
which Joint Venture Subsidiaries or Joint Ventures were in existence
on the date hereof, PROVIDED any such Investment shall be made in the
ordinary course of business consistent with past practices;"
(I) Section 6.05 of the Agreement is hereby amended by deleting the
word "and" appearing at the end of paragraph (p) thereof and adding the
following additional paragraphs (r) and (s) immediately after paragraph (q)
appearing therein:
"(r) Investments in direct and indirect wholly owned Subsidiaries of
the Borrower (other than Joint Venture Subsidiaries); and
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(s) Investments which are permitted by Sections 6.04(p), 6.04(q),
6.04(r) and 6.04(s) hereof."
(J) Section 6.11 of the Agreement is hereby amended by deleting the
word "and" immediately preceding clause (ii) of such section and inserting a
comma in lieu thereof and by adding the following clause (iii) to the end of
the existing text:
"and (iii) in connection with the contribution by the Borrower to National
Park Subsidiary of all or substantially all of the assets which are
associated with or employed in the operation of AMI National Park Medical
Center, in exchange for shares of the Capital Stock of National Park
Subsidiary."
(K) Section 6.20 of the Agreement is hereby amended by adding the
following parenthetical phrase after the first place the word "Acquisition"
appears in the first proviso of such section:
"(other than the Acquisition by Amisub (SFH), Inc., a Tennessee
corporation, of substantially all of the assets (and the assumption of the
liabilities) of Saint Francis Hospital, Inc., a Tennessee not-for-profit
corporation, for a purchase price of $96,700,000 (subject, however, to a
working capital adjustment), PROVIDED that the Net Cash Proceeds received
by the Borrower from the sale or other disposition of the equity securities
of EPIC Holdings, Inc., equals or exceeds $40,000,000)"
SECTION 2. CONDITIONS TO EFFECTIVENESS. This Amendment is subject to
the satisfaction in full of the following conditions precedent:
(A) the Agent shall have received executed counterparts of this
Amendment, which, when taken together, bear the signatures of the Borrower,
Holdings and those Lenders required by Section 10.09 of the Agreement; and
(B) all legal matters in connection with this Amendment shall be
reasonably satisfactory to Lord Day & Lord, Barrett Smith, counsel for the
Agent.
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SECTION 3. REPRESENTATIONS AND WARRANTIES. Each of Holdings and the
Borrower represent and warrant to the Lenders that:
(A) with respect to Amisub (SFH), Inc., its legal name is Amisub
(SFH), Inc., the jurisdiction of its incorporation is the State of Tennessee
and its authorized capitalization is 1,000 shares of common stock, of which
1,000 shares are issued and outstanding and are owned by the Borrower;
(B) the representations and warranties contained in the Agreement
and in the other Fundamental Documents are true and correct on and as of the
date hereof as if such representations and warranties had been made on and as
of the date hereof (except to the extent such representations and warranties
expressly relate to an earlier date); and
(C) no Default or Event of Default has occurred or is continuing
under the Agreement.
SECTION 4. FULL FORCE AND EFFECT. Except as expressly set forth
herein, this Amendment does not constitute a waiver or modification of any
provision of the Agreement or a waiver of any Default or Event of Default under
the Agreement, in either case whether or not known to the Agent. Except as
expressly amended hereby, the Agreement shall continue in full force and effect
in accordance with the provisions thereof on the date hereof. As used in the
Agreement, the terms "Credit Agreement", "this Agreement", "herein",
"hereafter", "hereto", "hereof", and words of similar import, shall, unless
the context otherwise requires, mean the Agreement as amended by this
Amendment. References to the terms "Agreement" or "Credit Agreement" appearing
in the Exhibits or Schedules to the Agreement, shall, unless the context
otherwise requires, mean the Agreement as amended by this Amendment.
SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. COUNTERPARTS. This Amendment may be executed in two or
more counterparts, each of which shall constitute an original, but all of which
when taken together shall constitute but one instrument.
SECTION 7. EXPENSES. The Borrower agrees to pay all reasonable
out-of-pocket expenses incurred by the Agent in connection with the
preparation, execution and delivery of
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this Amendment and any other documentation contemplated hereby, including, but
not limited to, the reasonable fees and disbursements of Lord Day & Lord,
Barrett Smith, counsel for the Agent.
SECTION 8. HEADINGS. The headings of this,Amendment are for the
purposes of reference only and shall not affect the construction of this
Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers, all as of the date and year
first written above.
AMERICAN MEDICAL INTERNATIONAL, INC.
By /s/ MICHAEL N. MURDOCK
---------------------------------
Name: Michael N. Murdock
Title: Vice President
AMERICAN MEDICAL HOLDINGS, INC.
By /s/ MICHAEL N. MURDOCK
---------------------------------
Name: Michael N. Murdock
Title: Vice President
CHEMICAL BANK, INDIVIDUAllY AND
AS AGENT
By
---------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA, INDIVIDUALLY
AND AS CO-AGENT
By
---------------------------------
Name:
Title:
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this Amendment and any other documentation contemplated hereby, including, but
not limited to, the reasonable fees and disbursements of Lord Day & Lord,
Barrett Smith, counsel for the Agent.
SECTION 8. HEADINGS. The headings of this Amendment are for the
purposes of reference only and shall not affect the construction of this
Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers, all as of the date and year
first written above.
AMERICAN MEDICAL INTERNATIONAL, INC.
By
---------------------------------
Name:
Title:
AMERICAN MEDICAL HOLDINGS,, INC.
By
---------------------------------
Name:
Title:
CHEMICAL BANK, INDIVIDUALLY AND
AS AGENT
By /s/ COLLEEN M. ROUX
---------------------------------
Name: Colleen M. Roux
Title: Vice President
THE BANK OF NOVA SCOTIA, INDIVIDUALLY
AND AS CO-AGENT
By
---------------------------------
Name:
Title:
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this Amendment and any other documentation contemplated hereby, including, but
not limited to, the reasonable fees and disbursements of Lord Day & Lord,
Barrett Smith, counsel for the Agent.
SECTION 8. HEADINGS. The headings of this-Amendment are for the
purposes of reference only and shall not affect the construction of this
Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers, all as of the date and year
first written above.
AMERICAN MEDICAL INTERNATIONAL, INC.
By
---------------------------------
Name:
Title:
AMERICAN MEDICAL HOLDINGS, INC.
By
---------------------------------
Name:
Title:
CHEMICAL BANK, INDIVIDUALLY AND
AS AGENT
By
---------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA, INDIVIDUALLY
AND AS CO-AGENT
By /s/ MARY K. MUNOZ
---------------------------------
Name: Mary K. Munoz
Title: Representative
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THE LONG TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY,
INDIVIDUALLY AND AS CO-AGENT
By /s/ Y. KAMISAWA
---------------------------------
Name: Yutaka Kamisawa
Title: Deputy General Manager
ARAB BANK PLC
By
---------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
---------------------------------
Name:
Title:
BANK OF HAWAII
By
---------------------------------
Name:
Title:
BANK OF IRELAND, GRAND CAYMAN BRANCH
By
---------------------------------
Name:
Title:
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THE LONG TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY,
INDIVIDUALLY AND AS CO-AGENT
By
---------------------------------
Name:
Title:
ARAB BANK PLC
By /s/ PETER BOYADJI
---------------------------------
Name: Peter Boyadji
Title: V. P.
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
---------------------------------
Name:
Title:
BANK OF HAWAII
By
---------------------------------
Name:
Title:
BANK OF IRELAND, GRAND CAYMAN BRANCH
By
---------------------------------
Name:
Title:
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THE LONG TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY,
INDIVIDUALLY AND AS CO-AGENT
By
---------------------------------
Name:
Title:
ARAB BANK PLC
By
---------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ BRAD W. DeSPAIN
---------------------------------
Name: Brad W. DeSpain
Title: Vice President
BANK OF HAWAII
By
---------------------------------
Name:
Title:
BANK OF IRELAND, GRAND CAYMAN BRANCH
By
---------------------------------
Name:
Title:
-9-
THE LONG TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY,
INDIVIDUALLY AND AS CO-AGENT
By
---------------------------------
Name:
Title:
ARAB BANK PLC
By
---------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
---------------------------------
Name:
Title:
BANK OF HAWAII
By /s/ JOSEPH T. DONALSON
---------------------------------
Name: Joseph T. Donalson
Title: Vice President
BANK OF IRELAND, GRAND CAYMAN BRANCH
By
---------------------------------
Name:
Title:
-9-
THE LONG TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY,
INDIVIDUALLY AND AS CO-AGENT
By
---------------------------------
Name:
Title:
ARAB BANK PLC
By
---------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
---------------------------------
Name:
Title:
BANK OF HAWAII
By
---------------------------------
Name:
Title:
BANK OF IRELAND, GRAND CAYMAN BRANCH
By /s/ ROGER M. BURNS
---------------------------------
Name: Roger M. Burns
Title: Vice President
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BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By /s/ KENNETH C. COULTER
------------------------------------
Name: Kenneth C. Coulter
Title: Assistant Vice President
By /s/ MARK A. HARRINGTON
------------------------------------
Name: Mark A. Harrington
Title: Vice President &
Regional Manager
BANQUE PARIBAS
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
CITICORP USA, INC.
By
-----------------------------------
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
- 10 -
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
BANQUE PARIBAS
By /s/ JEFFREY J. YUSAL
-----------------------------------
Name: Jeffrey J. Yusal
Title:
By /s/ ERIC GREEN
-----------------------------------
Name: Eric Green
Title: VP
CITICORP USA, INC.
By
-----------------------------------
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
- 10 -
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
BANQUE PARIBAS
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
CITICORP USA, INC.
By /s/ BARBARA A. COHEN
-----------------------------------
Name: Barbara A. Cohen
Title: Vice President
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
- 10 -
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
BANQUE PARIBAS
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
CITICORP USA, INC.
By
-----------------------------------
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By /s/ ADAM BROUGH
-----------------------------------
Name: Adam Brough
Title: Assistant Vice President
By /s/ ERIC MALLARONI
-----------------------------------
Name: Eric Mallaroni
Title: Senior Vice President
- 10 -
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
By /s/ NORAH McCANN
-----------------------------------
Name: Norah McCann
Title: Senior Vice President
By /s/ WOLFGANG BOLLMANN
-----------------------------------
Name: Wolfgang Bollmann
Title: Senior Vice President
DRESDNER BANK AG, NEW YORK BRANCH AND
GRAND CAYMAN BRANCH
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
FIRST INTERSTATE BANK OF TEXAS, N.A.
By
-----------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By
-----------------------------------
Name:
Title:
- 11 -
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK BRANCH AND
GRAND CAYMAN BRANCH
By /s/ TERENCE L. DARBY
-----------------------------------
Name: Terence L. Darby
Title: Vice President
By /s/ LEO WOLF
-----------------------------------
Name: Leo Wolf
Title: Senior Vice President &
General Manager
FIRST INTERSTATE BANK OF TEXAS, N.A.
By
-----------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By
-----------------------------------
Name:
Title:
- 11 -
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK BRANCH AND
GRAND CAYMAN BRANCH
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
FIRST INTERSTATE BANK OF TEXAS, N.A.
By /s/ SCOTT B WALKER
-----------------------------------
Name: Scott B Walker
Title: Vice President
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By
-----------------------------------
Name:
Title:
- 11 -
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK BRANCH AND
GRAND CAYMAN BRANCH
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
FIRST INTERSTATE BANK OF TEXAS, N.A.
By
-----------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By /s/ JOHN W. RANSON
-----------------------------------
Name: John W. Ranson
Title: VP
- 11 -
GIROCREDIT BANK, NEW YORK BRANCH
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
MITSUI LEASING (U.S.A.) INC.
By /s/ SEIJI SANO
-----------------------------------
Name: Seiji Sano
Title: President
NATIONAL CITY BANK
By
-----------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
By
-----------------------------------
Name:
Title:
THE MITSUBISHI BANK, LTD
By
-----------------------------------
Name:
Title:
- 12 -
GIROCREDIT BANK, NEW YORK BRANCH
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
MITSUI LEASING (U.S.A.) INC.
By
-----------------------------------
Name:
Title:
NATIONAL CITY BANK
By /s/ CHRISTOPHER M. KARR
-----------------------------------
Name: Christopher M. Karr
Title: Assistant Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
By
-----------------------------------
Name:
Title:
THE MITSUBISHI BANK, LTD
By
-----------------------------------
Name:
Title:
- 12 -
GIROCREDIT BANK, NEW YORK BRANCH
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
MITSUI LEASING (U.S.A.) INC.
By
-----------------------------------
Name:
Title:
NATIONAL CITY BANK
By
-----------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
By /s/ JUNRI ODA
-----------------------------------
Name: Junri Oda
Title: Senior Vice President and
Senior Manager
THE MITSUBISHI BANK, LTD
By
-----------------------------------
Name:
Title:
- 12 -
GIROCREDIT BANK, NEW YORK BRANCH
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
MITSUI LEASING (U.S.A.) INC.
By
-----------------------------------
Name:
Title:
NATIONAL CITY BANK
By
-----------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
By
-----------------------------------
Name:
Title:
THE MITSUBISHI BANK, LTD
By /s/ HIROAKI FUCHIDA
-----------------------------------
Name: Hiroaki Fuchida
Title: Vice President, Manager
- 12 -
THE SAKURA BANK, LIMITED
LOS ANGELES AGENCY
By
-----------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK USA
By /s/ W WAKEFIELD SMITH
-----------------------------------
Name: W Wakefield Smith
Title: Vice President
NATIONSBANK OF TEXAS, N.A.
By
-----------------------------------
Name:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
SHAWMUT BANK CONNECTICUT, N.A.
By
-----------------------------------
Name:
Title:
- 13 -
THE SAKURA BANK, LIMITED
LOS ANGELES AGENCY
By
-----------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK USA
By
-----------------------------------
Name:
Title:
NATIONSBANK OF TEXAS, N.A.
By /s/ JOHN KAHN
-----------------------------------
Name: John Kahn
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
SHAWMUT BANK CONNECTICUT, N.A.
By
-----------------------------------
Name:
Title:
- 13 -
THE SAKURA BANK, LIMITED
LOS ANGELES AGENCY
By
-----------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK USA
By
-----------------------------------
Name:
Title:
NATIONSBANK OF TEXAS, N.A.
By
-----------------------------------
Name:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By /s/ ANITA VOGEL
-----------------------------------
Name: Anita Vogel
Title: Vice President
By /s/ IAN REECE
-----------------------------------
Name: Ian Reece
Title: Vice President & Manager
SHAWMUT BANK CONNECTICUT, N.A.
By
-----------------------------------
Name:
Title:
- 13 -
THE SAKURA BANK, LIMITED
LOS ANGELES AGENCY
By
-----------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK USA
By
-----------------------------------
Name:
Title:
NATIONSBANK OF TEXAS, N.A.
By
-----------------------------------
Name:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By
-----------------------------------
Name:
Title:
By
-----------------------------------
Name:
Title:
SHAWMUT BANK CONNECTICUT, N.A.
By /s/ MANFRED O. EIGENBROD
-----------------------------------
Name: Manfred O. Eigenbrod
Title: Vice President
- 13 -
THE SUMITOMO TRUST & BANKING CO.,
LTD., NEW YORK BRANCH
By /s/ SURAJ P. BHATIA
-----------------------------------
Name: Suraj P. Bhatia
Title: Senior Vice President
Manager, Corporate Finance II Dept.
THE DAI-ICHI KANGYO BANK, LTD.
LOS ANGELES AGENCY
By
-----------------------------------
Name:
Title:
THE FUJI BANK, LIMITED, HOUSTON AGENCY
By
-----------------------------------
Name:
Title:
THE TOKAI BANK, LTD.
LOS ANGELES AGENCY
By
-----------------------------------
Name:
Title:
- 14 -
THE SUMITOMO TRUST & BANKING CO.,
LTD., NEW YORK BRANCH
By
-----------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
LOS ANGELES AGENCY
By /s/ TOMOHIRO NOZAKI
-----------------------------------
Name: Tomohiro Nozaki
Title: Senior Vice President and
Joint General Manager
THE FUJI BANK, LIMITED, HOUSTON AGENCY
By
-----------------------------------
Name:
Title:
THE TOKAI BANK, LTD.
LOS ANGELES AGENCY
By
-----------------------------------
Name:
Title:
- 14 -
THE SUMITOMO TRUST & BANKING CO.,
LTD., NEW YORK BRANCH
By
-----------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
LOS ANGELES AGENCY
By
-----------------------------------
Name:
Title:
THE FUJI BANK, LIMITED, HOUSTON AGENCY
By /s/ T. NAKAMURA
-----------------------------------
Name: T. Nakamura
Title: Joint General Manager
THE TOKAI BANK, LTD.
LOS ANGELES AGENCY
By
-----------------------------------
Name:
Title:
- 14 -