Exhibit 4.9
Item 1.19
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT ("Agreement"), dated as of July
31, 1995, between MORRISON KNUDSEN CORPORATION, a Delaware corporation (the
"Company"), the banks and other financial institutions whose signatures appear
on the signature pages hereto (together with its successors and assigns, each a
"Purchaser" and collectively, the "Purchasers"), and Mellon Bank. N.A., as agent
for the Purchasers and certain other parties under the "Override Agreement" as
hereinafter defined (in such capacity, the "Agent"), is made with reference to
the following facts:
RECITALS
WHEREAS, the Company and Morrison Knudsen Corporation, an Ohio
corporation (each a "Borrower" and collectively, the "Borrowers"), the
Purchasers and certain other banks and other financial institutions (each an
"Existing Lender" and collectively, the "Existing Lenders"), and the Agent are
concurrently entering into that certain Override Agreement of even date herewith
(as supplemented, amended, modified or restated from time to time, the "Override
Agreement"), pursuant to which the Existing Lenders have, among other things,
made certain agreements concerning their respective rights and remedies arising
from the Borrowers' defaults under the "Existing Agreements" (as defined in the
Override Agreement) and amended certain provisions of the Existing Agreements;
WHEREAS, those Existing Lenders that are also Purchasers are willing
to enter into the Override Agreement, but only upon the condition, among others,
that the Company agree to sell to the respective Purchasers warrants (each a
"Warrant" and collectively the "Warrants") to purchase an aggregate of
14,029,391 shares of the Company's Common Stock, par value One Dollar and
Sixty-Six and Two-Thirds Cents ($1.66-2/3) per share, allocated among the
individual Purchasers in the respective amounts set forth in EXHIBITS A-1 AND
A-2 hereto (the "Warrant Allocations"); and
WHEREAS, in order to coordinate the delivery of the Warrants to the
respective purchasers, the Company and the Purchasers have agreed to have the
Company issue the Warrants to the respective Purchasers in accordance with their
respective Warrant Allocations and to deliver the Warrants to Agent on behalf of
and for transmittal to the respective Purchasers.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, it is agreed as follows:
1. DEFINITIONS
1.1 DEFINED TERMS. Unless otherwise defined herein, terms
defined in the Override Agreement are used herein as therein defined.
1.2 ACCOUNTING TERMS. Any accounting term used in this
Agreement shall have the meaning customarily given to such term in accordance
with Generally Accepted Accounting Principles.
1.3 CERTAIN MATTERS OF CONSTRUCTION. The words "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Agreement as a whole, including the schedules and exhibits hereto, as the same
may from time to time be amended or supplemented, and not to any particular
section, subsection or clause contained in this Agreement. References to this
"Agreement" shall mean this Securities Purchase Agreement, including all
amendments, modifications and supplements and any exhibits or schedules to any
of the foregoing, and shall refer to the Agreement as the same may be in effect
at the time such reference becomes operative. Any reference to a "Section"
shall refer to the applicable Section of this Agreement, unless specifically
indicated to the contrary. The term "including" shall not be limiting or
exclusive.
2. PURCHASE OF THE WARRANTS
2.1 PURCHASE OF THE WARRANTS. Each Purchaser agrees to
subscribe for and purchase from the Company, and the Company agrees to authorize
as necessary and to sell and issue to such Purchaser a Warrant to purchase
shares of the Company's Common Stock in accordance with such Purchaser's Warrant
Allocation, in consideration of, among other things, such Purchaser's agreement
to enter into the Override Agreement. The Warrants and the Warrant Stock (as
defined therein) shall be referred to collectively herein as the "Securities."
2.2 ISSUANCE OF WARRANTS; DIVISION AMONG INDIVIDUAL PURCHASERS.
The closing of the purchase and sale of the Warrants (the "Closing") shall take
place at such date and time and place as the parties hereto shall agree;
provided that the Closing shall take place as soon as is practicable after such
time as the Company is able to make its representations and warranties under
Section 4.2, and in no event shall the Closing take place later than August 31,
1995. At Closing, in consideration of, among other things, the Purchasers
entering into the Override Agreement, the Company will deliver to the Agent (a)
a single
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Warrant in the form of Exhibit D-1 to the Override Agreement (the "Antecedent
Debt Warrant"), issued to the Purchasers listed on EXHIBIT A-1 hereto
according to the Warrant Allocation set forth therein, and (b) a single Warrant
in the form of Exhibit D-2 to the Override Agreement (the "Metra Warrant"),
issued to the Purchasers listed on EXHIBIT A-2 hereto according to the Warrant
Allocation set forth therein. Immediately after Closing, (i) the single
Antecedent Debt Warrant will be divided in accordance with Section 3.2 thereof
into separate Warrants for each individual Purchaser thereof, (ii) the Company
will deliver to the Agent such separate Warrants in exchange for the single
Antecedent Debt Warrant, (iii) the single Metra Warrant will be divided in
accordance with Section 3.2 thereof into separate Warrants for each individual
Purchaser thereof, and (iv) the Company will deliver to the Agent such separate
Warrants in exchange for the single Metra Warrant. Upon receipt of such
separate Warrants, the Agent shall deliver each of them to the respective
Purchasers thereof.
2.3 ORIGINAL ISSUE DISCOUNT. The Company and each Purchaser
hereby acknowledge and agree that there is no original issue discount with
respect to the Warrants and, for all tax and accounting purposes, each of them
shall treat the Warrants in such manner.
3. EACH PURCHASER'S REPRESENTATIONS AND WARRANTIES
Each Purchaser makes the following representations and warranties to
the Company, each and all of which shall survive the execution and delivery of
this Agreement and the Closing:
3.1 INVESTMENT REPRESENTATIONS. Such Purchaser is purchasing
the Securities for its own account and not with a view to the distribution
thereof. Such Purchaser agrees that it will not, directly or indirectly, offer,
transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the
Securities (or solicit any offers to buy, purchase, or otherwise acquire or take
a pledge of any of the Securities), except in compliance with the Securities Act
of 1933, as amended (the "Securities Act") and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations under the
Securities Act and the Exchange Act.
Such Purchaser (a) is an institutional "accredited investor" within
the meaning of subparagraph (a) of Rule 501 under the Securities Act; (b) has
had an opportunity to investigate the business and financial condition of the
Company, and to obtain such information as it requires from the officers and
directors, as applicable, of the Company; (c) has such knowledge and experience
in financial and business matters that it is capable of evaluating the merits
and risks of purchasing the Securities; (d) is aware that it may be required to
bear the
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economic risk of an investment in the Securities for an indefinite period of
time and is able to bear such risk for an indefinite period of time; and (e) is
not purchasing any Securities on behalf of any managed accounts.
4. COMPANY'S REPRESENTATIONS AND WARRANTIES
The Company makes the following representations and warranties to
the Agent and each Purchaser, each and all of which shall survive the execution
and delivery of this Agreement and the Closing; provided the Company shall not
be required to make any representation or warranty under Section 4.2 with
respect to any matters arising from or in connection with its application to the
New York Stock Exchange, until the Closing:
4.1 AUTHORIZED AND OUTSTANDING SHARES OF CAPITAL STOCK. After
giving effect to the Closing, the authorized capital stock of the Company
consists of 100,000,000 shares of Common Stock, par value One Dollar and
Sixty-Six and Two-Thirds Cents ($1.66-2/3) per share, of which 33,490,664 shares
are issued and outstanding, and 10,000,000 shares of Preferred Stock, par value
Ten Cents (10CENTS) per share, none of which shares are issued and outstanding.
Except for the Securities and the commitments, warrants, options, or other
matters described in EXHIBIT B hereto, after giving effect to the Closing and
as of the date hereof, there is no commitment, contingent or otherwise, of the
Company to issue any shares of any class of capital stock of the Company or any
securities convertible into such capital stock, warrants, options or other such
rights or securities.
4.2 AUTHORIZATION OF AGREEMENT AND ISSUANCE OF SECURITIES. The
Company is authorized to enter into this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby, including the
issuance of the Warrants. Upon delivery of the Warrants to the Agent, the
Warrants will have been duly executed and issued and, when delivered in exchange
for the consideration set forth in SECTION 2.1, will constitute the legal,
valid and binding obligation of the Company, enforceable in accordance with its
terms. The issuance of the Warrant Stock has been duly authorized and, when
issued upon exercise of, and pursuant to, the Warrants, will have been validly
issued and will be fully paid and non-assessable, free and clear of all pledges,
liens, encumbrances and preemptive rights. 14,029,391 shares of Common Stock
have been duly reserved for issuance pursuant to the Warrants.
4.3 SECURITIES LAWS. In reliance on, among other things, the
investment representations contained in SECTION 3.1, the offer, issuance, sale
and delivery of the Warrants as provided in this Agreement, and the offer,
issuance, sale and delivery of any Warrant Stock that may be issued to any
Purchaser
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upon exercise of, and pursuant to, the Warrants, are exempt from the
registration requirements of Section 5 of the Securities Act and all applicable
state securities laws.
5. COVENANTS
The Company covenants and agrees that from and after the date hereof
(except as otherwise provided herein, or unless Purchasers then holding the
beneficial interest in at least sixty-six and two-thirds percent (66-2/3%) of
the Securities (the "Required Purchasers") have given their prior written
consent), so long as any Purchaser is the beneficial holder of any Securities:
5.1 BOOKS AND RECORDS. The Company shall keep adequate records
and books of account with respect to its business activities in which proper
entries, reflecting all of its financial transactions, are made in accordance
with Generally Accepted Accounting Principles. The Company shall permit the
Agent or its officers, employees, and/or agents, during normal business hours
(or at such other times as may reasonably be requested by the Agent), as
frequently as the Agent deems appropriate, to inspect such records and books of
account and the properties and facilities of the Company, and the Company shall
provide extracts and/or photocopies of such records and books of account as
reasonably requested by the Agent at no cost to the Agent. The rights set forth
in this SECTION 5.1 shall not negate any other rights that the Agent may have
under any applicable law.
5.2 FINANCIAL AND BUSINESS INFORMATION.
(a) FILINGS. So long as the Company is a "Public Company"
(as hereinafter defined), the Company will file with the Securities and Exchange
Commission (the "Commission") on or before the due date all regular or periodic
reports required to be filed pursuant to the Exchange Act, and will deliver to
the Agent, promptly upon its becoming available, one copy of each report, notice
or proxy statement sent by the Company to its shareholders generally, and one
copy of each regular or periodic report (including, without limitation, reports
on Form 8-K) pursuant to the Exchange Act or any registration statement,
prospectus or written communication (other than transmittal letters and other
communications that are not publicly available) pursuant to the Securities Act,
filed by the Company with (i) the Commission or (ii) any securities exchange on
which shares of the Common Stock are listed. For purposes of this SECTION
5.2, the term "Public Company" shall mean a company (i) that is subject to the
reporting requirements of Section 15(d) of the Exchange Act, or (ii) any of
whose securities are registered pursuant to Section 12(b) or 12(g) of the
Exchange Act.
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(b) QUARTERLY REPORTS. During any period in which the
Company is not a Public Company, as soon as available and in any event within 45
days after the end of each of the first three quarters of each fiscal year of
the Company, the Company will deliver to the Agent a Consolidated balance sheet
of the Company and its Consolidated Subsidiaries as of the end of such quarter
and the related Consolidated statements of income and cash flows for such
quarter and for the portion of the Company's fiscal year ended at the end of
such quarter, setting forth in the case of such income and cash flows in
comparative form the figures for the corresponding quarter and the corresponding
portion of the Company's previous fiscal year, all certified (subject to normal
year-end adjustments) as to fairness of presentation, Generally Accepted
Accounting Principles and consistency by the chief financial officer, controller
or treasurer of the Company;
(c) ANNUAL INFORMATION. During any period in which the
Company is not a Public Company, as soon as available and in any event within 90
days after the end of each fiscal year of the Company, the Company will deliver
to the Agent a Consolidated balance sheet of the Company and its Consolidated
Subsidiaries as of the end of such fiscal year and the related Consolidated
statements of income, retained earnings and cash flows for such fiscal year,
setting forth in each case in comparative form the figures for the previous
fiscal year, all reported on in a manner acceptable to the Commission by
Deloitte & Touche or other independent public accountants of nationally
recognized standing, together with an unaudited annual report prepared on a
consolidating basis in conformity with Generally Accepted Accounting Principles.
5.3 TAX COMPLIANCE. The Company shall pay all transfer, excise
or similar taxes (not including income or franchise taxes) in connection with
the issuance, sale, delivery or transfer by the Company to the Agent or any
Purchaser of the Securities and shall save the Agent, each Purchaser, and any
other holder of the Securities harmless without limitation as to time against
any and all liabilities with respect to such taxes. The Company shall not be
responsible for any taxes in connection with the transfer of the Securities by
the holder thereof. The obligations of the Company under this SECTION 5.3
shall survive the payment, prepayment or redemption of the Securities and the
termination of this Agreement.
5.4 OPINION. At the Closing, the Company shall deliver the
opinions in the forms attached as EXHIBIT D hereto.
6. CONDITIONS PRECEDENT
The obligation of the Purchasers to purchase the Warrants pursuant
to SECTION 2.1 is subject to the satisfaction
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of each of the conditions precedent set forth in Article V of the Override
Agreement and the delivery of the opinion described in SECTION 5.4 unless each
Purchaser shall otherwise agree.
7. SECURITIES LAW LEGEND
The Warrants and each certificate representing the Warrant Stock
shall bear a legend substantially in the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), AND MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM.
8. INDEMNIFICATION
The Company agrees to indemnify and hold harmless the Agent and each
Purchaser from and against any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, attorneys' fees and
expenses (including reasonable attorneys' fees and disbursements and other costs
of investigations or defense, including those incurred upon any appeal) (each,
an "Indemnified Claim") which may be imposed upon, incurred by or asserted
against the Agent or such Purchaser in any manner relating to or arising out of
any untrue representation, breach of warranty or failure to perform any
covenants by the Company contained herein or in any certificate delivered
pursuant hereto; PROVIDED, that the Company shall not be liable for any
indemnification to the Agent or such Purchaser to the extent that any
Indemnified Claim was solely the result of its own gross negligence or willful
misconduct.
9. CONSIDERATION OF CERTAIN MATTERS
The Company acknowledges that the Purchasers may from time to time
request the Agent or another representative designated by the Required
Purchasers, to assist them on certain matters that may arise from time to time
in connection with the Purchasers' acquisition or sale of the Securities,
including, without limitation, coordinating any filings or notices that may be
required under federal securities laws. If the Agent or such other
representative agrees to assist on any such matters, the Company shall reimburse
the Agent or such other representative for its reasonable costs and expenses
incurred in connection therewith.
10. MISCELLANEOUS
10.1 NOTICES. All notices, requests and other communications to
any party hereunder shall be in writing
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(including bank wire, facsimile transmission or similar writing) and shall be
given to such party at its address or facsimile number set forth on the Schedule
for Notices attached as EXHIBIT C hereto, or such other address or facsimile
number as such party may hereafter specify for the purpose by notice to the
Agent and the Company. Each such notice, request or other communication shall
be effective, (i) if given by facsimile transmission, when transmitted to the
facsimile number specified in this SECTION 10.1 and confirmation of receipt is
received, (ii) if given by mail, seventy-two (72) hours after such communication
is deposited in the mails with first class postage prepaid, addressed as
aforesaid, or (iii) if given by any other means, when delivered at the address
specified in this SECTION 10.1.
10.2 BINDING EFFECT; ASSIGNABILITY; BENEFITS. Except as
otherwise provided herein, this Agreement shall be binding upon and inure to the
benefit of the parties to this Agreement and their respective successors and
permitted assigns. Neither this Agreement nor any right, remedy, obligation or
liability arising hereunder or by reason hereof shall be assignable by the
Company, the Agent, or any Purchaser without the prior written consent of each
other party hereto, which consent shall not unreasonably be withheld;
PROVIDED, that any successor agent for Agent appointed under the Override
Agreement shall automatically succeed to the rights, powers, privileges, and
duties of the Agent hereunder. Nothing in this Agreement, express or implied,
is intended or shall be construed to give any Person other than the parties to
this Agreement or their respective successors or permitted assigns any legal or
equitable right, remedy or claim under or in respect of any agreement or any
provision contained herein.
10.3 APPLICABILITY OF AGENCY PROVISIONS IN OVERRIDE AGREEMENT.
The Company, the Agent and each Purchaser acknowledge and agree that the
provisions of Article X of the Override Agreement apply generally to this
Agreement and any actions taken hereunder; PROVIDED, that solely with respect
to the application of those provisions to this Agreement and any actions taken
hereunder, each reference to "Existing Lender" or "Existing Lenders" shall be
deemed a reference to "Purchaser" or "Purchasers", each reference to "Majority
Lenders" shall be deemed a reference to "Required Purchasers", and each
reference to "Pro Rata Share" shall be deemed a reference to "Warrant
Allocations". If there is no longer an "Agent" acting under the Override
Agreement, any delivery or notice required to be made or given by the Company to
the Agent shall be delivered directly to each Purchaser then holding the
beneficial interest in any of the Securities.
10.4 AMENDMENTS AND WAIVERS. Any provision of this Agreement may
be amended or waived if, but only if, such
8
amendment or waiver is in writing and is signed by the Company, the Agent and
the Required Purchasers; PROVIDED, that (i) the consent of one hundred percent
(100%) of the Purchasers ("All Purchasers") shall be required to amend, modify
or waive any provision relating to (a) a change in the definitions of "Required
Purchasers", "All Purchasers" or "Warrant Allocations", or (b) any change that
subjects any Purchaser to any additional obligation, or (c) this SECTION
10.4; (ii) any change in the duties of or indemnities in favor of any
Purchaser or in a Purchaser's Warrant Allocations shall require the consent of
such Purchaser; and (iii) any change in the duties of or indemnities in favor of
the Agent shall require the consent of the Agent.
10.5 EFFECT OF WAIVERS; MODIFICATION OF DOCUMENTS. The Agent's
or the Purchasers' failure, at any time or times, to require strict performance
by the Company or any other Person of any provision of this Agreement shall not
waive, affect or diminish any right of the Agent or the Purchasers to demand
strict compliance and performance therewith. Any suspension or waiver by the
Agent or the Purchasers of any default under this Agreement shall not suspend,
waive or affect any other default under this Agreement, whether the same is
prior or subsequent thereto and whether of the same or of a different type. No
waiver of any provision of this Agreement, nor consent to any departure by the
Company or any other Person therefrom shall in any event be effective unless the
same shall be in writing and signed by the Agent or the Required Purchasers or
All Purchasers, as the case may be, necessary to effectuate such waiver or
consent and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
10.6 SECTION AND OTHER HEADINGS. The section and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.
10.7 SEVERABILITY. In the event that any one or more of the
provisions contained in this Agreement shall be determined to be invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision or provisions in every other respect
and the remaining provisions of this Agreement shall not be in any way impaired.
10.8 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be one and the same instrument.
10.9 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
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COMMONWEALTH OF PENNSYLVANIA, WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF
LAW PRINCIPLES THEREOF.
10.10 CONSENT TO JURISDICTION. THE COMPANY HEREBY IRREVOCABLY
CONSENT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN
PITTSBURGH, PENNSYLVANIA IN ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF
ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS
HEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. THE COMPANY
HEREBY IRREVOCABLY CONSENT TO THE SERVICE OF A SUMMONS AND COMPLAINT AND OTHER
PROCESS IN ANY ACTION, CLAIM OR PROCEEDING BROUGHT BY THE AGENT OR ANY PURCHASER
IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER, OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS, ON BEHALF OF ITSELF AND ITS
PROPERTY, IN THE MANNER SPECIFIED IN SECTION 10.1 (PROVIDED TELECOPY NOTICES
MAY NOT BE USED FOR THIS PURPOSE). NOTHING IN THIS SECTION 10.10 SHALL AFFECT
THE RIGHT OF THE AGENT OR ANY PURCHASER TO SERVE LEGAL PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE AGENT OR ANY PURCHASER TO
BRING ANY ACTION OR PROCEEDING AGAINST THE COMPANY OR ITS PROPERTIES IN THE
COURTS OF ANY OTHER JURISDICTIONS.
10.11 WAIVER OF JURY TRIAL. THE AGENT, EACH PURCHASER AND
THE COMPANY EACH HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL WITH
RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER, OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.
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IN WITNESS WHEREOF, the Company, the Agent and each of the
Purchasers have executed this Securities Purchase Agreement as of the day and
year first above written.
MORRISON KNUDSEN CORPORATION,
a Delaware corporation
By: /s/ Douglas L. Brigham
-------------------------
Douglas L. Brigham
Treasurer
MELLON BANK, N.A.,
as the Agent for the Purchasers
and as a Purchaser
By: /s/ Alan J. Kopolow
-------------------------
Alan J. Kopolow
Vice President
[ADDITIONAL SIGNATURES FOR PURCHASERS CONTINUED ON NEXT PAGE]
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PURCHASERS:
Bank of America National Trust Banque Paribas
and Savings Association
By: /s/ John N. Cate
-------------------------
By: /s/ Henry Y. Yu Name: John N. Cate
------------------------- -----------------------
Name: Henry Y. Yu Title: GVP
----------------------- ----------------------
Title: Vice President
----------------------
Bank of Montreal By: /s/ Alan E. McLintock
-------------------------
Name: Alan E. McLintock
-----------------------
Title: Regional General Manager
----------------------
By: /s/ James R. Easter
-------------------------
Name: James R. Easter
-----------------------
Title: Account Manager CIBC Inc.
----------------------
The Bank of Nova Scotia By: /s/ Robert N. Greer
-------------------------
Name: Robert N. Greer
-----------------------
By: /s/ D. N. Gillespie Title: Vice President
------------------------- ----------------------
Name: D. N. Gillespie
-----------------------
Title: General Manager Citibank, N.A.
----------------------
The Bank of Tokyo, Ltd.,
Seattle Branch By: /s/ Bradley I. Dietz
-------------------------
Name: Bradley I. Dietz
-----------------------
Title: Vice President
----------------------
By: /s/ M. Tomi
-------------------------
Name: M. Tomi Credit Lyonnais, New York
----------------------- Branch
Title: General Manager
----------------------
Banque Nationale de Paris
By: /s/ David Bonington
-------------------------
Name: David Bonington
-----------------------
By: /s/ Katherine Wolfe Title: Vice President
------------------------- ----------------------
Name: Katherine Wolfe
-----------------------
Title: Vice President
----------------------
By: /s/ William J. Latterman
-------------------------
Name: William J. Latterman
-----------------------
Title: Assistant Vice President
----------------------
[ADDITIONAL SIGNATURES FOR PURCHASERS CONTINUED ON NEXT PAGE]
Deutsche Bank AG, Morgan Guaranty Trust Company
Los Angeles Branch and/or
Cayman Islands Branch
By: /s/ D. Linda Scheuplein
-------------------------
Name: D. Linda Scheuplein
-----------------------
By: /s/ Patricia E. Apelian Title: Vice President
------------------------- ----------------------
Name: Patricia E. Apelian
-----------------------
Title: Director National Westminster Bank PLC
----------------------
By: /s/ Silvia L. Spear By: /s/ Theodore P. Nikolis
------------------------- -------------------------
Name: Silvia L. Spear Name: Theodore P. Nikolis
----------------------- -----------------------
Title: Director Title: Vice President and Counsel
---------------------- ----------------------
The Hongkong and Shanghai Royal Bank of Canada
Banking Corporation Limited
By: /s/ Brian W. Dixon
-------------------------
By: /s/ G. W. Masek Name: Brian W. Dixon
------------------------- -----------------------
Name: G. W. Masek Title: Senior Manger
----------------------- ----------------------
Title: Vice President
----------------------
San Paolo Bank SpA
The Industrial Bank of Japan,
Limited, Los Angeles Agency
By: /s/
-------------------------
Name:
-----------------------
By: /s/ Kazutaka Kiyoto Title:
------------------------- ----------------------
Name: Kazutaka Kiyoto
-----------------------
Title: S.V.P.
----------------------
By: /s/
-------------------------
Name:
-----------------------
Key Bank of Idaho Title:
----------------------
By: /s/ Bret A. Tinker Society National Bank
-------------------------
Name: Bret A. Tinker
-----------------------
Title: Vice President
----------------------
By: /s/ Nancy Terrill
-------------------------
The Long-Term Credit Bank of Name: Nancy Terrill
Japan, Ltd., Los Angeles -----------------------
Agency Title: Vice President
----------------------
By: /s/ Curt M. Biren
-------------------------
Name: Curt M. Biren
-----------------------
Title: Vice President, Manager
----------------------
[ADDITIONAL SIGNATURES FOR PURCHASERS CONTINUED ON NEXT PAGE]
Union Bank of Switzerland
By: /s/ Thomas G. Jackson
-------------------------
Name: Thomas G. Jackson
-----------------------
Title: Managing Director
----------------------
By: /s/ Peter S. Humber
-------------------------
Name: Peter S. Humber
-----------------------
Title: Vice President
----------------------
Westdeutsche Landesbank
Girozentrale, New York and
Cayman Islands Branches
By: /s/ S. Battinelli
-------------------------
Name: S. Battinelli
-----------------------
Title: V.P.
----------------------
By: /s/ Michael F. McWalters
-------------------------
Name: Michael F. McWalters
-----------------------
Title: Managing Director
----------------------
[ADDITIONAL PURCHASER SIGNATURES]
Credit Lyonnais, Canada
By:_________________________
Name:_______________________
Title:______________________