EXHIBIT 10.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of August 31, 1995 to the $2,300,000,000 Credit
Agreement dated as of February 28, 1995 (the "Agreement") among TENET HEALTHCARE
CORPORATION (formerly National Medical Enterprises, Inc.), the LENDERS party
thereto, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, THE BANK OF NEW YORK and BANKERS TRUST COMPANY,
as Arranging Agents, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Administrative Agent.
WHEREAS, the parties hereto desire to amend the Agreement to modify
certain covenants of the Borrower in Article V thereof;
WHEREAS, if this Amendment is signed by Banks that constitute the
"Required Banks" under the Metrocrest Reimbursement Agreement, the corresponding
covenants in the Metrocrest Reimbursement Agreement will be amended as provided
herein concurrently with the effectiveness of this Amendment; and
WHEREAS, Morgan Guaranty Trust Company of New York wishes to resign as
Collateral Agent under the Security Agreement and J.P. Morgan Delaware is
willing to become the Collateral Agent thereunder;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall from and after the Amendment Effective Date (as defined in
Section 13 hereof) refer to the Agreement as amended hereby.
SECTION 2. DEFINITION OF FINAL MATURITY DATE. The definition of
"Final Maturity Date" in Section 1.01 of the Agreement is amended to read as
follows:
"Final Maturity Date" means August 31, 2001 or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day;
PROVIDED that the Borrower may, by at least five Domestic Business Days'
notice to the Administrative Agent, specify an earlier date as the Final
Maturity Date if such earlier date is not earlier than the scheduled due
date of the last Term Loan Amortization Payment that has not theretofore
been paid in full. The Administrative Agent shall promptly notify each
Lender of any earlier Final Maturity Date so specified by the Borrower.
SECTION 3. AMENDMENT OF FIXED CHARGE RATIO. The table in Section
5.07 of the Agreement is amended to read as follows:
Period Ratio
------ -----
September 1, 1995 through November 30, 1996 2.25 to 1
December 1, 1996 through November 30, 1997 2.35 to 1
December 1, 1997 through November 30, 1998 2.5 to 1
After November 30, 1998 3.0 to 1
SECTION 4. LIMITATIONS ON DEBT. Section 5.10 of the Agreement is
amended to read in full as follows:
SECTION 5.10. LIMITATIONS ON DEBT. After the Closing Date, neither
the Borrower nor any Included Subsidiary will incur, assume or otherwise be
liable in respect of any Debt, except:
(a) Debt outstanding under this Agreement;
(b) the Senior Notes and the Subordinated Notes;
(c) the Metrocrest Bonds and the obligations of the Borrower
under the Metrocrest Reimbursement Agreement;
(d) Debt outstanding at the close of business on the Closing
Date which the Borrower or AMI has become obligated to purchase,
redeem or otherwise retire within 60 days thereafter pursuant to the
NME Tender Offers, the AMI Tender Offers and the AMI Redemptions;
(e) Debt (other than the Debt covered by the foregoing clauses
of this Section) outstanding at the close of business on the Closing
Date in an
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aggregate principal or face amount not exceeding $680,000,000;
(f) unsecured Debt of the Borrower incurred to refinance Debt of
the Borrower or AMI described in clauses (a) and (e) above and secured
or unsecured Debt of the Borrower incurred to refinance Debt described
in clause (c) above; PROVIDED that (i) no portion of the principal of
any Debt incurred pursuant to this clause (f) is required to be
repaid, repurchased or otherwise retired before the date which is 12
months after the Final Maturity Date and (ii) the documents evidencing
or governing such Debt do not contain any Restrictive Provision (as
defined in Section 5.11(c)) that is more restrictive than the
provisions of this Agreement;
(g) subject to the limitations in Section 5.11(a)(1), NME Non-
Recourse Debt which is incurred solely to finance Capital
Expenditures;
(h) International Non-Recourse Debt;
(i) subject to the limitations in Section 5.11(b), Debt of any
Person which becomes an Included Subsidiary after the Closing Date;
PROVIDED that (x) such Debt is outstanding when such Person becomes an
Included Subsidiary and was not created in contemplation of such event
or (y) such Debt is incurred solely for the purpose of refinancing
Debt described in the foregoing clause (x);
(j) Guarantees by the Borrower or any Included Subsidiary of
Debt relating to the assets disposed of in any Hospital Sale, Hospital
Swap or Asset Sale; PROVIDED that (i) such Debt was outstanding when
such assets were disposed of and was not created in contemplation of
the disposition thereof and (ii) the sum of (x) the aggregate
outstanding principal amount of all Debt which is Guaranteed by the
Borrower or any of its Included Subsidiaries pursuant to this clause
(j) and (y) the aggregate amount of all lease payments under operating
leases which are Guaranteed by the Borrower or any Included Subsidiary
after November 30, 1994 shall not exceed $200,000,000 at any time;
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(k) subject to the limitations in Section 5.11(a) as to the
Borrower or Section 5.11(b) as to any Included Subsidiary, Debt
consisting of the obligations of the Borrower or any Included
Subsidiary as lessee which are capitalized in accordance with GAAP;
(l) subject to the limitations in Section 5.11(b) and Section
5.23, Debt of any Included Subsidiary not otherwise permitted by the
foregoing clauses of this Section; PROVIDED that the aggregate
outstanding principal or face amount of all Debt of Included
Subsidiaries permitted by this clause (l) shall not exceed $10,000,000
at any time;
(m) Debt under the Overdraft Facility Agreement not exceeding
$20,000,000 in aggregate outstanding principal amount;
(n) Debt of the Borrower or any Included Subsidiary that can be,
at the option of the Borrower or such Included Subsidiary, retired by
exchanging capital stock of Hillhaven or Westminster for such Debt
when such Debt becomes due (whether by acceleration or otherwise);
PROVIDED that the issuance of such Debt shall be deemed to be a
disposition of such capital stock and the Net Cash Proceeds thereof
shall be applied to prepay Term Loans as provided in Section 2.06(c);
and
(o) subject to the limitations in Section 5.11(a), unsecured
Debt of the Borrower not otherwise permitted by the foregoing clauses
of the Section, PROVIDED that (i) no portion of the principal of any
Debt incurred pursuant to this clause (o) is required to be repaid,
repurchased or otherwise retired before the date which is 12 months
after the Final Maturity Date and (ii) the documents evidencing or
governing such Debt do not contain any Restrictive Provision (as
defined in Section 5.11(c)) that is more restrictive than the
provisions of this Agreement.
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Unless the Required Banks otherwise agree, the Borrower will cause any Debt
issued pursuant to subsection (n) of this Section to be retired by
exchanging it for capital stock of Hillhaven or Westminster at or prior to
the date such Debt becomes due.
SECTION 5. ELIMINATION OF CAPITAL EXPENDITURE LIMITATION; ADDITIONAL
LIMITATIONS ON DEBT. Section 5.11 of the Agreement is deleted in its entirety,
and replaced by the following new Section 5.11:
SECTION 5.11. ADDITIONAL LIMITATIONS ON DEBT. (a) The Borrower will
not Incur any Debt otherwise permitted under clause (g), (k) or (o) of
Section 5.10 unless:
(1) the Pro Forma Fixed Charge Ratio would be at least (x) 2.25
to 1 if such Debt is Incurred on or before March 31, 1996, (y) 2.5 to
1 if such Debt is Incurred from April 1, 1996 through September 30,
1996 or (z) 3.0 to 1 if such Debt is Incurred at any time thereafter;
and
(2) if such Debt is Incurred under clause (k) of Section 5.10:
(x) the aggregate principal or face amount of all Debt permitted
by clauses (i), (k) and (l) of Section 5.10 outstanding
immediately after such Debt is Incurred shall not exceed the
Priority Debt Limit; and
(y) the portion of such aggregate principal or face amount that
is required to be repaid, repurchased or otherwise retired before
the date which is 12 months after the Final Maturity Date shall
not exceed $200,000,000.
(b) No Included Subsidiary will Incur any Debt otherwise permitted
under clause (i), (k) or (l) of Section 5.10 unless:
(1) the Pro Forma Fixed Charge Ratio would be at least (x) 2.25
to 1 if such Debt is Incurred on or before March 31, 1996, (y) 2.5 to
1 if such Debt is Incurred from April 1, 1996 through September 30,
1996 or (z) 3.0 to 1 if such Debt is Incurred at any time thereafter;
(2) the aggregate principal or face amount of all Debt permitted
by clauses (i), (k) and (l)
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of Section 5.10 outstanding immediately after such Debt is Incurred
shall not exceed the Priority Debt Limit; and
(3) the portion of such aggregate principal or face amount that
is required to be repaid, repurchased or otherwise retired before the
date which is 12 months after the Final Maturity Date shall not exceed
$200,000,000.
(c) The following terms, as used in this Section, have the following
meanings:
"Incur" means incur, assume or otherwise become liable in respect
of; PROVIDED that any Person which becomes an Included Subsidiary
after the Closing Date shall be deemed to have Incurred, immediately
after it becomes an Included Subsidiary, all its Debt then
outstanding.
"Priority Debt Limit" means, when any Proposed New Debt is
Incurred, an amount equal to $650,000,000 LESS the aggregate principal
amount of Debt of Included Subsidiaries then outstanding that was
outstanding at the close of business on the Closing Date as permitted
by Section 5.10(e).
"Proposed New Debt" means any Debt proposed to be Incurred under
clause (g), (i), (k), (l) or (o) of Section 5.10.
"Pro Forma Consolidated Interest Expense" means, with respect to
any Proposed New Debt, the consolidated interest expense of the
Borrower and its Consolidated Subsidiaries for a period of one year
commencing on the date that such Proposed New Debt is to be incurred
(the "Relevant Year"), calculated on the following assumptions:
(i) all Debt and other interest-bearing obligations of the
Borrower and its Consolidated Subsidiaries that are outstanding
immediately after such Proposed New Debt is incurred (excluding
any such Debt and obligations to be repaid, repurchased otherwise
refunded with the proceeds of such Proposed New Debt) will remain
outstanding throughout the Relevant Year and no other Debt or
interest-bearing obligations will be incurred during the Relevant
Year; and
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(ii) any Debt or interest-bearing obligation that bears
interest at a floating rate will bear interest throughout the
Relevant Year at the rate applicable thereto (or in the case of
such Proposed New Debt, the rate that would have been applicable
thereto) two Domestic Business Days before such Proposed New Debt
is Incurred.
Subject to the foregoing assumptions, Pro Forma Consolidated Interest
Expense shall be calculated on a basis consistent with the calculation
of Consolidated Interest Expense for the Relevant Four Quarters.
"Pro Forma Fixed Charge Ratio" means, with respect to any
Proposed New Debt, the ratio of (i) the sum of Consolidated EBITDA for
the Relevant Four Quarters plus Consolidated Rental Expense for the
Relevant Four Quarters to (ii) the sum of Consolidated Rental Expense
for the Relevant Four Quarters plus Pro Forma Consolidated Interest
Expense.
"Relevant Four Quarters" means, with respect to any Proposed New
Debt, the most recent period of four consecutive Fiscal Quarters that
ended at least 45 days before such Proposed New Debt is to be
Incurred.
"Restrictive Covenant" means any covenant that (i) contains a
financial test, (ii) limits the operations of any Person in any
respect or (iii) prohibits any Person from taking specified actions
with respect to any category of its liabilities or assets; PROVIDED
that the term "Restrictive Covenant" shall not include covenants that
relate to specific assets and are contained in a document evidencing
or governing Debt that is secured by such assets or was incurred
solely for the purpose of financing all or part of the cost of such
assets.
"Restrictive Provision" means a provision contained in a document
evidencing or governing any Debt of the Borrower or an Included
Subsidiary which is (i) a Restrictive Covenant, (ii) an event of
default or (iii) any other provision which might obligate the Borrower
or an Included Subsidiary to repay, purchase or otherwise retire such
Debt as a result of the existence or absence
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of a condition or event of a type that is, with reasonable frequency,
the subject matter of a Restrictive Covenant or event of default in
documents evidencing or governing Debt. Examples of a provision
referred to in clause (iii) include, without limitation, (a) a change
of control provision which is not an event of default but could
obligate the Borrower to offer to purchase the relevant Debt or (b) a
financial ratio that is not contained in a Restrictive Covenant but
must be met as a condition to the Borrower's ability to "reborrow" or
"rollover" the relevant Debt at the end of an interest period.
SECTION 5. AMENDMENT OF PERMITTED INVESTMENTS. Section 5.13 of the
Agreement is amended as follows:
(i) Clause (b) is amended to read as follows:
(b) Investments in Included Subsidiaries, including any Person which
is an Included Subsidiary immediately after such Investment is made;
(ii) Clause (e) is deleted in its entirety.
(iii) Clause (f) is redesignated as clause (e) and amended to read as follows:
(e) any Investment not expressly permitted by the foregoing clauses
of this Section; PROVIDED that (i) immediately after such Investment is
made or acquired, the aggregate cost of all such Investments made or
acquired by the Borrower and the Included Subsidiaries after November 30,
1994 in Persons other than the Combined Companies does not exceed
$250,000,000 and (ii) no Investment in an Excluded Subsidiary shall be made
or acquired pursuant to this clause (e).
SECTION 6. ELIMINATION OF RESTRICTIONS ON ADDITIONAL OPERATING
LEASES. Section 5.15 of the Agreement is amended to read as follows:
SECTION 5.15. SALE-LEASEBACK TRANSACTIONS. After the Closing
Date, neither the Borrower nor any Included Subsidiary will engage in any
Sale-Leaseback Transaction other than a Medical Office Sale-Leaseback
Transaction.
SECTION 7. PREPAYMENT OF DEBT. Section 5.22 of the Agreement is
amended to read as follows:
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SECTION 5.22. RESTRICTION ON PREPAYING DEBT. (a) Neither the
Borrower nor any Included Subsidiary will prepay, defease or purchase,
prior to the date on which it is required by its terms to be repaid ,
repurchased or otherwise retired, all or any portion of (i) any Debt of the
Borrower that is subordinated in right of payment to the Loans or (ii) any
Debt permitted by clause (f), (i), (k), (l) or (o) of Section 5.10.
(b) AMI will not extend the final maturity of any Debt of AMI
permitted to remain outstanding under Section 5.10(e) beyond the currently
scheduled maturity date thereof.
SECTION 8. RESIGNATION AND APPOINTMENT OF COLLATERAL AGENT. Pursuant
to Section 14(G) of the Security Agreement, (i) Morgan Guaranty Trust Company of
New York hereby gives notice that it resigns as Collateral Agent under the
Security Agreement as of the Amendment Effective Date, (ii) the undersigned
Banks, in their capacities as Secured Parties under the Security Agreement,
hereby appoint J.P. Morgan Delaware as the successor Collateral Agent thereunder
and (iii) J.P. Morgan Delaware hereby accepts such appointment as successor
Collateral Agent.
SECTION 9. REPRESENTATIONS OF THE BORROWER. The Borrower represents
that on and as of the Amendment Effective Date, both before and after the
effectiveness of this Amendment, (i) no Default will have occurred and be
continuing and (ii) each of the representations and warranties contained in the
Agreement as amended by this Amendment will be true, except to the extent that
such representations and warranties speak only as of a specific date, in which
case they shall have been true as of such date.
SECTION 10. CONFIRMATION OF AGREEMENT. Except as modified or amended
in this Amendment, all terms and conditions in the Agreement remain in full
force and effect and are hereby ratified and confirmed.
SECTION 11. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 12. COUNTERPARTS. This Amendment may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
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SECTION 13. EFFECTIVENESS. The amendment of the Agreement provided
for herein shall become effective on the date (the "Amendment Effective Date")
when the Administrative Agent shall have received:
(a) counterparts hereof signed by the Borrower and the Required
Lenders;
(b) in the case of any such party as to which an executed counterpart
shall not have been received, telegraphic, telex, facsimile or other
written confirmation from such party that a counterpart hereof has been
executed by such party; and
(c) all documents that the Administrative Agent may reasonably
request relating to the existence of the Borrower, the corporate authority
for and the validity of this Amendment and any other matters relevant
hereto, all in form and substance satisfactory to the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
TENET HEALTHCARE CORPORATION
By /s/ T.P. McMullen
-------------------------------
Title: Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Diana H. Imhof
-------------------------------
Title: Vice President
THE BANK OF NEW YORK
By /s/ Lisa Y. Brown
-------------------------------
Title: Vice President
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Wyatt R. Ritchie
-------------------------------
Title: Vice President
BANKERS TRUST COMPANY
By
-------------------------------
Title:
THE BANK OF CALIFORNIA, N.A.
By /s/ Jennifer L. Banks
-------------------------------
Title: Vice President
THE MITSUBISHI BANK, LTD.
By /s/ Randy Szuch
-------------------------------
Title: Vice President
BANK OF MONTREAL
By /s/ Daniel A. Brown
-------------------------------
Title: Director
THE BANK OF NOVA SCOTIA
By /s/ Chris Johnson
-------------------------------
Title: Sr. Relationship Mgr.
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THE BANK OF TOKYO TRUST COMPANY
By /s/ Margaret Sheridan Sunier
-------------------------------
Title: Vice President & Manager
Specialized Finance
BANQUE PARIBAS
By /s/ Sean T. Conlon
-------------------------------
Title: Vice President
By /s/ John N. Kate
-------------------------------
Title: Group Vice President
THE CHASE MANHATTAN BANK N.A.
By /s/ Michael K. Bayley
-------------------------------
Title: Vice President
CHEMICAL BANK
By /s/ David J. Corcoran
-------------------------------
Title: Vice President
CITICORP USA, INC.
By /s/ David L. Harris
-------------------------------
Title: Assistant Vice President
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CREDIT SUISSE
By /s/ Stephen M. Flynn
-------------------------------
Title: Member of Senior Management
By /s/ Marilou Palenzuela
-------------------------------
Title: Member of Senior Management
DEUTSCHE BANK AG, LOS ANGELES
AND/OR CAYMAN ISLANDS
By /s/ J. Scott Jessup
-------------------------------
Title: Vice President
By /s/ Ross Howard
-------------------------------
Title: Vice President
DRESDNER BANK AG, LOS ANGELES
AGENCY AND GRAND CAYMAN BRANCH
By /s/ Jon M. Bland
-------------------------------
Title: Senior Vice President
By /s/ Sidney S. Jordan
-------------------------------
Title: Vice President
FIRST INTERSTATE BANK OF CALIFORNIA
By /s/ William J. Baird
-------------------------------
Title: Senior Vice President
13
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By
-------------------------------
Title:
THE FUJI BANK, LIMITED
By /s/ Nobuhiro Umemura
-------------------------------
Title: Joint General Manager
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY
By /s/ Toshinari Iyoda
-------------------------------
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY
By /s/ Yutaka Kamisawa
-------------------------------
Title: Deputy General Manager
MELLON BANK, N.A.
By /s/ Keith N. Kuhn
-------------------------------
Title: First Vice President
NATIONSBANK OF TEXAS, N.A.
By /s/ Brad W. DeSpain
-------------------------------
Title: Vice President
14
PNC BANK, NATIONAL ASSOCIATION
By /s/ Anthony L. Trunzo
-------------------------------
Title: Vice President & Manager
THE SANWA BANK LIMITED,
DALLAS AGENCY
By /s/ Blake Wright
-------------------------------
Title: Vice President
SHAWMUT BANK CONNECTICUT, N.A.
By
-------------------------------
Title:
SOCIETE GENERALE
By /s/ J. Staley Stewart
-------------------------------
Title: Vice President
THE SUMITOMO BANK, LTD.
By
-------------------------------
Title:
15
SWISS BANK CORPORATION,
SAN FRANCISCO BRANCH
By /s/ David L. Parrot
-------------------------------
Title: Associate Director
Merchant Banking
By /s/ Hans-Ueli Surber
-------------------------------
Title: Executive Director
Merchant Banking
TORONTO DOMINION (TEXAS), INC.
By /s/ Lisa Allison
-------------------------------
Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By /s/ Douglas L. Williams
-------------------------------
Title: Senior Vice
President/Group Executive
WELLS FARGO BANK, N.A.
By /s/ Brian O'Melveny
-------------------------------
Title: Assistant Vice President
ABN AMRO BANK N.V.
16
By /s/ Paul K. Stimpfl
-------------------------------
Title: Vice President
By /s/ Matthew S. Thomson
-------------------------------
Title: Group Vice President
THE DAI-ICHI KANGYO BANK, LTD.,
LOS ANGELES AGENCY
By /s/ Tomohiro Nozaki
-------------------------------
Title: Senior Vice President &
Joint General Manager
RABOBANK NEDERLAND
By /s/ David S. Reisman
-------------------------------
Title: Associate General
Counsel, U.S. Vice President
By /s/ W. Jeffrey Vollack
-------------------------------
Title: Vice President, Manager
THE SAKURA BANK LTD.,
LOS ANGELES AGENCY
By /s/ Ofusa Sato
-------------------------------
Title: Senior Vice President &
Assistant General Manager
AMSOUTH BANK OF ALABAMA
17
By /s/ William Page Barnes
-------------------------------
Title: Vice President
THE NIPPON CREDIT BANK, LTD.,
LOS ANGELES AGENCY
By /s/ Bernardo E. Correa-Henschke
-------------------------------
Title: Vice President & Manager
THE SUMITOMO TRUST AND BANKING CO.,
LTD., NEW YORK BRANCH
By /s/ Surah P. Bhatia
-------------------------------
Title: Senior Vice President
Manager, Corporate
Finance Dept.
ARAB BANK PLC, GRAND CAYMAN BRANCH
By /s/ Nofal Barbar
---------------------------------
Title: Executive Vice President &
Branch Manager
BANQUE NATIONALE DE PARIS
By
-------------------------------
Title:
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COMPAGNIE FINANCIERE DE CIC
ET DE L'UNION EUROPEENNE
By /s/ Jacqueline Leclercq
-------------------------------
By /s/ Pascale Moreau
-------------------------------
Title: Attache de Direction
CREDITANSTALT BANKVEREIN
By
-------------------------------
Title:
By
-------------------------------
Title:
THE TOKAI BANK, LTD.,
LOS ANGELES AGENCY
By /s/ Masahiko Saito
-------------------------------
Title: Asst. General Manager
BANCA COMMERCIALE ITALIANA -
LOS ANGELES FOREIGN BRANCH
By /s/ Iacopo Navone
-------------------------------
Title: Vice President & Manager
By /s/ Jack Wityak
-------------------------------
Title: Vice President
BANK OF IRELAND GRAND CAYMAN
By /s/ John G. Cusack
-------------------------------
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Title: Assistant Treasurer
BANQUE FRANCAIS DU COMMERCE
EXTERIEUR
By
-------------------------------
Title:
By
-------------------------------
Title:
HIBERNIA NATIONAL BANK
By /s/ Troy J. Villafarra
-------------------------------
Title: Vice President
KREDIETBANK N.V.
By /s/ Robert Snauffer
-------------------------------
Title: Vice President
By /s/ John E. Thierfelder
-------------------------------
Title: Assistant Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By /s/ Masaaki (Aaki) Yamagishi
-------------------------------
Title: Chief Manager
NATIONAL CITY BANK, KENTUCKY
By /s/ DeRoy Scott
-------------------------------
Title: Vice President
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THE ROYAL BANK OF SCOTLAND PLC
By /s/ D. Dougan
-------------------------------
Title: Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as resigning
Collateral Agent
By /s/ Diana H. Imhof
-------------------------------
Title: Vice President
J.P. MORGAN DELAWARE, as successor
Collateral Agent
By
-------------------------------
Title:
BANCO ESPIRITO SANTO E COMERCIAL DE
LISBOA
By /s/ Andrew Orsen
-------------------------------
Title: Vice President
By /s/ Joaquim Garnecho
-------------------------------
Title: Executive Vice President &
General Manager
BANK LEUMI TRUST COMPANY OF NEW
YORK
21
By /s/ Steven R. Navarro
-------------------------------
Title: Managing Director,
Corporate Finance
ALLIED IRISH BANK
By /s/ Marcia Meeker
-------------------------------
Title: Vice President
By /s/ William Strickland
-------------------------------
Title: Senior Vice Presient
BHF-BANK AKTIENGESELLSCHAFT
By /s/ Joy S. Robin
-------------------------------
Title: Assistant Treasurer
By /s/ David Fraenkel
-------------------------------
Title: Vice President
THE DAIWA BANK, LIMITED
By
-------------------------------
Title:
THE CHUO TRUST & BANKING CO., LTD.
By /s/ Shoji Hoshikawa
-------------------------------
Title: Senior Manager
22
CORESTATES BANK, N.A.
By /s/ Paul Hogan
-------------------------------
Title: Vice President
FUYO GENERAL LEASE (U.S.A.) INC.
By /s/ Yoshito Nakayama
-------------------------------
Title: Executive Vice President
MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By /s/ Anthony R. Clemente
-------------------------------
Title: Authorized Signatory
MITSUI LEASING (U.S.A.) INC.
By /s/ T. Nagano
-------------------------------
Title: Executive Vice President
SEATTLE-FIRST NATIONAL BANK
By /s/ Michael J. Collum
-------------------------------
Title: Vice President
THE TOYO TRUST & BANKING CO., LTD.,
LOS ANGELES AGENCY
By /s/ Takeo Nagatani
-------------------------------
Title: Deputy General Manager
U.S. NATIONAL BANK OF OREGON
23
By /s/ Jonathan A. Horton
-------------------------------
Title: Assistant Vice President
SUMITOMO BANK OF CALIFORNIA
By /s/ Seishi Jiromaru
-------------------------------
Title: SVP & Div. Mgr.
BANK OF AMERICA ILLINOIS
By /s/ Jonathan M. Kitei
-------------------------------
Title: Vice President
NATIONAL BANK OF KUWAIT, S.A.K.,
GRAND CAYMAN ISLAND BRANCH
By
-------------------------------
Title:
NATWEST BANK N.A.
By
-------------------------------
Title:
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