EXHIBIT 10(c)
AGREEMENT AND AMENDMENT
AGREEMENT AND AMENDMENT, dated as of June 17, 1997 (the "June 1997
---------
364-Day Agreement and Amendment"), among COLUMBIA/HCA HEALTHCARE CORPORATION, a
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Delaware corporation formerly known as Columbia Healthcare Corporation (the
"Company"), the several banks and other financial institutions from time to time
-------
parties hereto (the "Banks"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
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ASSOCIATION, BANK OF NEW YORK, CITIBANK, N.A., DEUTSCHE BANK AG, FLEET NATIONAL
BANK, FUJI BANK LIMITED, INDUSTRIAL BANK OF JAPAN, LIMITED, MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, NATIONSBANK, N.A., PNC BANK, KENTUCKY, INC., UNION
BANK OF SWITZERLAND and WACHOVIA BANK OF GEORGIA, N.A., as Co-Agents
(collectively, the "Co-Agents"), SAKURA BANK LIMITED, SUMITOMO BANK LIMITED,
---------
SUNTRUST BANK, NASHVILLE, N.A. and WELLS FARGO BANK, N.A. as Lead Managers
(collectively, the "Lead Managers") and THE CHASE MANHATTAN BANK, a New York
-------------
banking corporation formerly known as Chemical Bank, as agent for the Banks
hereunder (in such capacity, the "Agent") and as CAF Loan agent (in such
-----
capacity, the "CAF Loan Agent").
--------------
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, for the convenience of the parties to the agreement and
amendment dated as of February 28, 1996 (the "February 1996 Agreement and
---------------------------
Amendment"), among the Company, the several banks and other financial
- ---------
institutions from time to time parties thereto and Chase, as agent for the Banks
hereunder and as CAF Loan agent, a composite conformed copy (the "364-Day
-------
Composite Conformed Credit Agreement") of the Credit Agreement, dated as of
- ------------------------------------
February 10, 1994 as incorporated by reference into and amended by the September
1994 Agreement and Amendment, the February 1995 Agreement and Amendment and the
February 1996 Agreement and Amendment (the "Original Credit Agreement") was
-------------------------
prepared and delivered to such parties;
WHEREAS, the Company, the Co-Agents, the Lead Managers, the Agent, the
CAF Loan Agent and certain banks and other financial institutions (the "Original
--------
Banks") are parties to the Agreement and Amendment, dated as of February 26,
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1997 (the "February 1997 364-Day Agreement and Amendment") which adopts and
---------------------------------------------
incorporates by reference all of the terms and provisions of the 364-Day
Composite Conformed Credit Agreement, subject to the amendment thereto provided
for in the February 1997 364-Day Agreement and Amendment;
WHEREAS, effective as of the Closing Date (as defined below), the
Company intends to terminate the Commitments (as defined in the 364-Day
Composite Conformed Credit Agreement) of the Original Banks under the 364-Day
Composite Conformed Credit
2
Agreement pursuant to subsection 2.4(a) of the 364-Day Composite Conformed
Credit Agreement;
WHEREAS, the Company has requested that the Co-Agents, the Lead
Managers, the Agent, the CAF Loan Agent and the Banks enter into a new agreement
adopting and incorporating by reference all of the terms and provisions of the
364-Day Composite Conformed Credit Agreement with certain amendments and
modifications thereto;
WHEREAS, the Available Commitments under the February 1997 364-Day
Agreement and Amendment are being increased from $2,000,000,000 up to
$3,000,000,000;
WHEREAS, the Co-Agents, the Lead Managers, the Agent, the CAF Loan
Agent and the Banks are willing to so enter into a new agreement, but only upon
the terms and subject to the conditions set forth below; and
NOW THEREFORE, in consideration of the promises and mutual agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto, the
parties hereto hereby agree as follows:
SECTION 1. Adoption and Incorporation of 364-Day Composite Conformed
---------------------------------------------------------
Credit Agreement. Subject to the amendments and modifications set forth in
- ----------------
Sections 3 through 13 of this Agreement, all of the terms and provisions of the
364-Day Composite Conformed Credit Agreement are hereby adopted and incorporated
by reference into this Agreement, with the same force and effect as if fully set
forth herein.
SECTION 2. Definitions. As used in this Agreement, terms defined
-----------
herein are used as so defined and, unless otherwise defined herein, terms
defined in the 364-Day Composite Conformed Credit Agreement are used herein as
therein defined.
SECTION 3. Defined Terms. For purposes of this Agreement, subsection
-------------
1.1 of the 364-Day Composite Conformed Credit Agreement as adopted and
incorporated by reference into this Agreement is hereby amended as follows:
(a) by deleting the defined terms "Agreement", "Applicable Margin",
"Closing Date", "Original Banks", "Original Credit Agreement" and
"Termination Date" in their entirety and substituting in lieu thereof in
proper alphabetical order the following:
"`Agreement': the 364-Day Composite Conformed Credit Agreement
---------
as adopted and incorporated by
3
reference into, and as amended by, the February 1997 364-Day Agreement
and Amendment and the June 1997 364-Day Agreement and Amendment and as
further amended, supplemented or otherwise modified from time to
time.";
"`Applicable Margin': (i) with respect to Alternate Base Rate
-----------------
Loans, 0% per annum and (ii) with respect to Eurodollar Loans, 0.20%
per annum.";
"`Closing Date': the date on which all of the conditions
------------
precedent for the Closing Date set forth in Section 14 of the June
1997 364-Day Agreement and Amendment shall have been fulfilled.
"`Original Banks': as defined in the recitals to the June 1997
--------------
364-Day Agreement and Amendment.";
"`Original Credit Agreement': as defined in the Recitals to the
-------------------------
June 1997 364-Day Agreement and Amendment."; and
"`Termination Date': the date upon which the Commitments shall
----------------
terminate, which shall be one day before the first anniversary of the
Closing Date (or, if such date is not a Business Day, the next
preceding Business Day), or such other Business Day to which the
Termination Date may be changed pursuant to subsection 2.4 of the 364-
Day Composite Conformed Credit Agreement."
(b) by deleting paragraph (4) in the definition of "Interest Period"
in its entirety and substituting in lieu thereof the following:
"(4) any Interest Period pertaining to a Eurodollar Loan that
would otherwise end after the Maturity Date shall end on the Maturity
Date; and"
(c) by inserting in said subsection 1.1 of the 364-Day Composite
Conformed Credit Agreement in the appropriate alphabetical order the
following defined terms:
"`364-Day Composite Conformed Credit Agreement': as defined in
--------------------------------------------
the recitals to the June 1997 364-Day Agreement and Amendment.";
"`June 1997 364-Day Agreement and Amendment': the Agreement and
-----------------------------------------
Amendment, dated as of June 17, 1997, among the Company, the Banks,
the Co-Agents, the Lead Managers, the Agent and the CAF Loan Agent";
and
4
"`Maturity Date'": the date upon which any outstanding Revolving
-------------
Credit Loan, evidenced by a Revolving Credit Note pursuant to Section
2.1(b) of the 364-Day Composite Conformed Credit Agreement, shall
mature, which date shall be the first anniversary of the Termination
Date as in effect at such time."
SECTION 4. Revolving Credit Loans and Revolving Credit Notes. For
-------------------------------------------------
purposes of this Agreement, subsection 2.1(b) of the 364-Day Composite Conformed
Credit Agreement as adopted and incorporated by reference into this Agreement is
hereby amended by deleting the phrase "Termination Date" in subsection (y) of
the last sentence thereof and substituting in lieu thereof the phrase "Maturity
Date".
SECTION 5. Facility Fee. For purposes of this Agreement, subsection
------------
2.3(a) of the 364-Day Composite Conformed Credit Agreement as adopted and
incorporated by reference into this Agreement is hereby amended by deleting the
word "0.070%" therein and substituting in lieu thereof the word "0.050%". The
facility fee shall be payable after the Termination Date on the average
aggregate principal amount of the outstanding Revolving Credit Loans for the
period for which payment is made, payable quarterly on the last day of each
March, June, September and December and on any earlier date on which the
Commitments are repaid in full.
SECTION 6. Extension of Commitments. For purposes of this Agreement,
------------------------
subsection 2.4(b) of the 364-Day Composite Conformed Credit Agreement as adopted
and incorporated by reference into this Agreement is hereby amended by deleting
such subsection in its entirety and substituting in lieu thereof the following:
"(b) The Company may request, in a notice given as herein provided to
the Agent and each of the Banks not less than 60 days and not more than 90
days prior to the Termination Date, that the Termination Date be extended,
which notice shall specify that the requested extension is to be effective
(the "Effective Date") on the Termination Date, and that the new
--------------
Termination Date to be in effect following such extension (the "Requested
---------
Termination Date") is to be the date which is one day before the first
----------------
anniversary of the Termination Date (or, if such date is not a Business
Day, the next preceding Business Day). Each Bank shall, not later than 30
days following such notice, notify the Company and the Agent of its
election to extend or not to extend the Termination Date with respect to
its Commitment. The Company may, not later than 15 days following such
notice from the Banks, revoke its request to extend the Termination Date.
If the Required Banks elect to
5
extend the Termination Date with respect to their Commitments and the
Company has not revoked its request to extend the Termination Date, then,
subject to the provisions of this subsection 2.4, the Termination Date
shall be extended for an additional 364-day period. Notwithstanding any
provision of this Agreement to the contrary, any notice by any Bank of its
willingness to extend the Termination Date with respect to its Commitment
shall be revocable by such Bank in its sole and absolute discretion at any
time prior to the date which is 15 days following such notice from the
Banks. Any Bank which shall not notify the Company and the Agent of its
election to extend the Termination Date within 30 days following such
notice shall be deemed to have elected not to extend the Termination Date
with respect to its Commitment."
SECTION 7. Financial Information. For purposes of this Agreement,
---------------------
subsection 3.3 of the 364-Day Composite Conformed Credit Agreement as adopted
and incorporated by reference into this Agreement is hereby amended by deleting
such subsection in its entirety and substituting in lieu thereof the following:
"3.3 Financial Information. The Company has furnished to the Agent
---------------------
and each Bank copies of the following:
(a) the Annual Report of the Company for the fiscal year ended
December 31, 1996, containing the consolidated balance sheet of the Company
and its Subsidiaries as at said date and the related consolidated
statements of income, common stockholders' equity and changes in financial
position for the fiscal year then ended, accompanied by the opinion of an
Auditor;
(b) the Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1996;
(c) quarterly financial statements of the Company, including balance
sheets, for the fiscal period ended March 31, 1997; and
(d) Current Reports on Form 8-K filed with the Securities and
Exchange Commission on April 14, 1997.
Such financial statements (including any notes thereto) have been prepared
in accordance with GAAP and fairly present the financial conditions of the
corporations covered thereby at the dates thereof and the results of their
operations for the periods covered thereby, subject to normal year-end
adjustments in the case of interim statements. As of the date hereof,
neither the Company nor any of its Subsidiaries has any known contingent
liabilities of any significant
6
amount which are not referred to in said financial statements or in the
notes thereto which could reasonably be expected to have a material adverse
effect on the business or assets or on the condition, financial or
otherwise, of the Company and its Subsidiaries, on a consolidated basis.".
SECTION 8. Litigation. For purposes of this Agreement, subsection
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3.6 of the 364-Day Composite Conformed Credit Agreement as adopted and
incorporated by reference into this Agreement is hereby amended by deleting such
subsection in its entirety and substituting in lieu thereof the following:
"3.6 Litigation. Except as disclosed in the Company's Annual Report
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on Form 10-K for its fiscal year ended December 31, 1996 and its Quarterly
Report on Form 10-Q for its fiscal quarter ended March 31, 1997, in each
case as filed with the Securities and Exchange Commission and previously
distributed to the Banks, and except as set forth on Schedule V hereto,
there is no litigation, at law or in equity, or any proceeding before any
federal, state, provincial or municipal board or other governmental or
administrative agency pending or to the knowledge of the Company threatened
which, after giving effect to any applicable insurance, may involve any
material risk of a material adverse effect on the business or assets or on
the condition, financial or otherwise, of the Company and its Subsidiaries
on a consolidated basis or which seeks to enjoin the consummation of any of
the transactions contemplated by this Agreement or any other Loan Document
and involves any material risk that any such injunction will be issued, and
no judgment, decree, or order of any federal, state, provincial or
municipal court, board or other governmental or administrative agency has
been issued against the Company or any Subsidiary which has, or may
involve, a material risk of a material adverse effect on the business or
assets or on the condition, financial or otherwise, of the Company and its
Subsidiaries on a consolidated basis. The Company does not believe that
the final resolution of the matters disclosed in its Annual Report on Form
10-K for its fiscal year ended December 31, 1996 and its Quarterly Report
on Form 10-Q for its fiscal quarter ended March 31, 1997, in each case as
filed with the Securities and Exchange Commission and previously
distributed to the Banks, and of the matters set forth on Schedule V hereto
will have a material adverse effect on the business or assets or condition,
financial or otherwise, of the Company and its Subsidiaries on a
consolidated basis."
SECTION 9. Ratio of Total Debt to Tangible Net Worth. For purposes
-----------------------------------------
of this Agreement, subsection 5.6 of the 364-Day Composite Conformed Credit
Agreement as adopted and incorporated
7
by reference into this Agreement is hereby amended by deleting such subsection
in its entirety and substituting in lieu thereof the following:
"5.6 Ratio of Total Debt to Tangible Net Worth. At any time after
-----------------------------------------
March 31, 1997 the Company and its Subsidiaries will not at any such time
have outstanding Consolidated Total Debt in an amount in excess of 300% of
Consolidated Tangible Net Worth.
SECTION 10. Commitment Amounts and Percentages; Lending Offices;
----------------------------------------------------
Addresses for Notice. For purposes of this Agreement, Schedule I to the 364-Day
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Composite Conformed Credit Agreement as adopted and incorporated by reference
into this Agreement is hereby amended by deleting such Schedule in its entirety
and substituting in lieu thereof Schedule I to this Agreement.
SECTION 11. Subsidiaries of the Company. For purposes of this
---------------------------
Agreement, Schedule II to the 364-Day Composite Conformed Credit Agreement as
adopted and incorporated by reference into this Agreement is hereby amended by
deleting such Schedule in its entirety and substituting in lieu thereof Schedule
II to this Agreement.
SECTION 12. Indebtedness. For purposes of this Agreement, Schedule
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III to the 364-Day Composite Conformed Credit Agreement as adopted and
incorporated by reference into this Agreement is hereby amended by deleting such
Schedule in its entirety and substituting in lieu thereof Schedule III to this
Agreement.
SECTION 13. Litigation. For purposes of this Agreement, the 364-Day
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Composite Conformed Credit Agreement as adopted and incorporated by reference
into this Agreement is hereby amended by adding thereto Schedule V to this
Agreement.
SECTION 14. Conditions Precedent. The obligations of each Bank to
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make the Loans contemplated by subsections 2.1 and 2.2 of the 364-Day Composite
Conformed Credit Agreement as adopted and incorporated by reference into this
Agreement shall be subject to the compliance by the Company with its agreements
herein contained (including its agreements contained in the 364-Day Composite
Conformed Credit Agreement as adopted and incorporated by reference into this
Agreement) and to the satisfaction on or before the Closing Date of the
following further conditions:
(a) Loan Documents. The Agent shall have received (i) this
--------------
Agreement, executed and delivered by a duly authorized officer of the
Company, with a counterpart for each Bank,
8
and (ii) for the account of each Bank requesting the same, a Revolving
Credit Note and a Grid CAF Loan Note conforming to the requirements hereof
and executed by a duly authorized officer of the Company.
(b) Legal Opinions. On the Closing Date each Bank shall have
--------------
received from any general, associate, or assistant general counsel to the
Company or any other counsel to the Company satisfactory to the Agent, such
opinions as the Agent shall have reasonably requested with respect to the
transactions contemplated by this Agreement.
(c) Company Officers' Certificate. The representations and
-----------------------------
warranties contained in Section 3 of the 364-Day Composite Conformed Credit
Agreement as adopted and incorporated by reference into, and as amended by,
this Agreement shall be true and correct on the Closing Date with the same
force and effect as though made on and as of such date; on and as of the
Closing Date and after giving effect to this Agreement, no Default shall
have occurred (except a Default which shall have been waived in writing or
which shall have been cured) and no Default shall exist after giving effect
to the Loan to be made; and the Agent shall have received a certificate
containing a representation to these effects dated the Closing Date and
signed by a Responsible Officer.
(d) General. All instruments and legal and corporate proceedings in
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connection with the Loans contemplated by this Agreement shall be
satisfactory in form and substance to the Agent, and the Agent shall have
received copies of all documents, and favorable legal opinions and records
of corporate proceedings, which the Agent may have reasonably requested in
connection with the Loans and other transactions contemplated by this
Agreement.
(e) Termination of Commitments of the Original Banks. On the Closing
------------------------------------------------
Date, the Commitments (as defined in the 364-Day Composite Conformed Credit
Agreement) of the Original Banks under the February 1997 364-Day Agreement
and Amendment shall have been terminated.
SECTION 15. Expenses. The Company agrees to pay or reimburse the
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Agent for all of its reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and the Notes and any
other documents prepared in connection herewith, and the consummation of the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable fees and disbursements of counsel to the Agent.
9
SECTION 16. GOVERNING LAW. THIS AGREEMENT AND THE NOTES AND THE
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RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.
SECTION 17. Counterparts. This Agreement may be executed by one or
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more of the parties to this Agreement on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Company and the Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
COLUMBIA/HCA HEALTHCARE CORPORATION
By: /s/ David G. Anderson
-------------------------------------
Name: David G. Anderson
Title: Vice President - Finance and
Treasurer
THE CHASE MANHATTAN BANK, as Agent, as CAF
Loan Agent and as a Bank
By: /s/ Dawn Lee Lum
--------------------------------------
Name: Dawn Lee Lum
Title: Vice President
ABN AMRO BANK N.V., as a Bank
By: /s/ Larry Kelley
------------------------------
Name: Larry Kelley
Title: Group Vice President
By: /s/ Steven Hipsman
------------------------------
Name: Steven Hipsman
Title: Vice President
ARAB BANK PLC, GRAND CAYMAN BRANCH, as a Bank
By: /s/ Nofal S. Barbar
------------------------------
Name: Nofal S. Barbar
Title: EVP & Regional Manager
BANCA MONTE DEI PASCHI DI SIENA SpA, as a Bank
By: /s/ G. Natalicchi
------------------------------
Name: G. Natalicchi
Title: S.V.P. & General Manager
By: /s/ S.M. Sondak
-------------------------------
Name: S.M. Sondak
Title: F.V.P. & Dep. General Manager
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Co-Agent and as a Bank
By: /s/ Anthony L. Trunzo
------------------------------
Name: Anthony Trunzo
Title: Vice President
THE BANK OF NEW YORK, as a Co-Agent and as a
Bank
By: /s/ Ann Marie Hughes
------------------------------
Name: Ann Marie Hughes
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, as a Bank
By: /s/ W.J. Brown
-------------------------------
Name: W.J. Brown
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as
a Bank
By: /s/ Douglas J. Weir
------------------------------
Name: Douglas J. Weir
Title: Vice President
BANK ONE, TEXAS, N.A., as a Bank
By: /s/ C.L. Turner III
------------------------------
Name: C.L. Turner III
Title: Vice President
BANQUE NATIONALE DE PARIS - Houston Agency,
as a Bank
By: /s/ David P. Camp
------------------------------
Name: David P. Camp
Title: Banking Officer
BARNETT BANK, N.A., as a Bank
By: /s/ Bradley M. Harrell
------------------------------
Name: Bradley M. Harrell
Title: Senior Vice President
CITIBANK, N.A., as a Co-Agent and as a Bank
By: /s/ Margaret Au Brown
------------------------------
Name: Margaret Au Brown
Title: Managing Director
COMERICA BANK, as a Bank
By: /s/ Charles A. Viane
------------------------------
Name: Charles A. Viane
Title: Vice President
CORESTATES BANK, N.A., as a Bank
By: /s/ Elizabeth D. Morris
------------------------------
Name: Elizabeth D. Morris
Title: Vice President
CRESTAR BANK, as a Bank
By: /s/ C. Gray Key
------------------------------
Name: C. Gray Key
Title: Vice President
THE DAI-ICHI KANGYO BANK, LIMITED, ATLANTA
AGENCY, as a Bank
By: /s/ Tatsuji Noguchi
------------------------------
Name: Tatsuji Noguchi
Title: Joint General Manager
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS
BRANCH(ES), as a Co-Agent and as a Bank
By: /s/ Alka Jain Goyal
------------------------------
Name: Alka Jain Goyal
Title: Assistant Vice President
By: /s/ Iain Stewart
-------------------------------
Name: Iain Stewart
Title: Vice President
FIRST AMERICAN NATIONAL BANK, as a Bank
By: /s/ Sandy Hamrick
------------------------------
Name: Sandy Hamrick
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
as a Bank
By: /s/ Jay G. Sepanski, as Authorized Agent
----------------------------------------
Name: Jay G. Sepanski
Title: Assistant Vice President
FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as
a Bank
By: /s/ Joseph H. Towell
-----------------------------------------
Name: Joseph H. Towell
Title: Senior Vice President
FLEET NATIONAL BANK, as a Co-Agent and as a Bank
By: /s/ Amy E. Fredericks
-----------------------------------------
Name: Amy E. Fredericks
Title: Senior Vice President
THE FUJI BANK LIMITED, as a Co-Agent and as a
Bank
By: /s/ Toshihiro Mitsui
-----------------------------------------
Name: Toshihiro Mitsui
Title: Vice President and Manager
THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA
AGENCY, as a Co-Agent and as a Bank
By: /s/ Kazuo Iida
-----------------------------------------
Name: Kazuo Iida
Title: General Manager
KEYBANK NATIONAL ASSOCIATION, as a Bank
By: /s/ Tom Purcell
-----------------------------------------
Name: Tom Purcell
Title: Vice President
THE MITSUBISHI TRUST AND BANKING CORPORATION, as
a Bank
By: /s/ Patricia Loret de Mola
-----------------------------------------
Name: Patricia Loret de Mola
Title: Senior Vice President
THE MITSUI TRUST AND BANKING COMPANY, LIMITED,
NEW YORK BRANCH, as a Bank
By: /s/ Margaret Holloway
-----------------------------------------
Name: Margaret Holloway
Title: Vice President & Manager
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as a
Co-Agent and as a Bank
By: /s/ Penelope J.B. Cox
-----------------------------------------
Name: Penelope J.B. Cox
Title: Vice President
NATIONAL CITY BANK OF KENTUCKY, as a Bank
By: /s/ Deroy Scott
-----------------------------------------
Name: Deroy Scott
Title: Vice President
NATIONSBANK, N.A. as a Co-Agent and as a Bank
By: /s/ Kevin Wagley
-----------------------------------------
Name: Kevin Wagley
Title: Vice President
THE NORINCHUKIN BANK, NEW YORK BRANCH, as a Bank
By: /s/ Takeshi Akimoto
-----------------------------------------
Name: Takeshi Akimoto
Title: General Manager
THE NORTHERN TRUST COMPANY, as a Bank
By: /s/ James F.T. Monhart
-----------------------------------------
Name: James F.T. Monhart
Title: Vice President
PNC BANK, KENTUCKY, INC. as a Co-Agent and as a
Bank
By: /s/ Kathryn M. Bohr
-----------------------------------------
Name: Kathryn M. Bohr
Title: Vice President
THE SAKURA BANK, LTD. NEW YORK BRANCH, as a Lead
Manager and as a Bank
By: /s/ Yasumasa Kikuchi
-----------------------------------------
Name: Yasumasa Kikuchi
Title: Senior Vice President
THE SUMITOMO BANK, LIMITED, as a Lead Manager
and as a Bank
By: /s/ Masayuki Fukushima
-----------------------------------------
Name: Masayuki Fukushima
Title: Joint General Manager
THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK
BRANCH, as a Bank
By: /s/ Suraj P. Bhatia
-----------------------------------------
Name: Suraj P. Bhatia
Title: Senior Vice President
Manager, Corporate Finance Dept.
SUNTRUST BANK, NASHVILLE, N.A., as a Lead
Manager and as a Bank
By: /s/ Mark D. Mattson
-----------------------------------------
Name: Mark D. Mattson
Title: Vice President
THE TOKAI BANK, LIMITED, NEW YORK BRANCH, as a
Bank
By: /s/ Stuart Schulman
-----------------------------------------
Name: Stuart Schulman
Title: Deputy General Manager
TORONTO DOMINION (TEXAS), INC., as a Bank
By: /s/ Lisa Allison
-----------------------------------------
Name: Lisa Allison
Title: Vice President
THE TOYO TRUST & BANKING CO., LTD., as a Bank
By: /s/ K. Yamauchi
-----------------------------------------
Name: K. Yamauchi
Title: Vice President
UNION BANK OF SWITZERLAND, NEW YORK BRANCH, as a
Co-Agent and as a Bank
By: /s/ Steven A. Cayer
-----------------------------------------
Name: Steven A. Cayer
Title: Assistant Vice President
By: /s/ Eduardo Salazar
-----------------------------------------
Name: Eduardo Salazar
Title: Vice President
UNION PLANTERS BANK OF MIDDLE TENNESSEE, N.A.
By: /s/ Steven A. Koenig
-----------------------------------------
Name: Steven A. Koenig
Title: Senior Vice President
WACHOVIA BANK OF GEORGIA, N.A., as a Co-Agent
and as a Bank
By: /s/ Charles Dee O'Dell II
-----------------------------------------
Name: Charles Dee O'Dell II
Title: Vice President
WELLS FARGO BANK, N.A., as a Lead Manager and as
a Bank
By: /s/ David B. Hollingsworth
-----------------------------------------
Name: David B. Hollingsworth
Title: Vice President
By: /s/ Rachel T. Uyama
-----------------------------------------
Name: Rachel T. Uyama
Title: Assistant Vice President
SCHEDULE I
----------
Commitment Amounts and Percentages;
Lending Offices; Addresses for Notice
-------------------------------------
A. COMMITMENT AMOUNTS AND PERCENTAGES.
COMMITMENT COMMITMENT
NAME OF BANK AMOUNT PERCENTAGE
- ------------ ------------ -----------
THE CHASE MANHATTAN BANK $156,250,000 5.208%
CITIBANK, N.A. 130,000,000 4.333
BANK OF AMERICA NATIONAL TRUST 130,000,000 4.333
AND SAVINGS ASSOCIATION
THE BANK OF NEW YORK 130,000,000 4.333
DEUTSCHE BANK AG, 130,000,000 4.333
NEW YORK AND/OR CAYMAN ISLANDS BRANCH
FLEET NATIONAL BANK 130,000,000 4.333
THE FUJI BANK LIMITED 130,000,000 4.333
THE INDUSTRIAL BANK OF JAPAN, 130,000,000 4.333
LIMITED, ATLANTA AGENCY
MORGAN GUARANTY TRUST COMPANY 130,000,000 4.333
OF NEW YORK
NATIONSBANK, N.A. 130,000,000 4.333
PNC BANK, KENTUCKY, INC. 130,000,000 4.333
UNION BANK OF SWITZERLAND, 130,000,000 4.333
NEW YORK BRANCH
WACHOVIA BANK OF GEORGIA, N.A. 130,000,000 4.333
THE SAKURA BANK, LTD. 101,250,000 3.375
NEW YORK BRANCH
THE SUMITOMO BANK, LIMITED 101,250,000 3.375
SUNTRUST BANK, NASHVILLE, N.A. 101,250,000 3.375
WELLS FARGO BANK, N.A. 101,250,000 3.375
TORONTO DOMINION (TEXAS), INC. 75,000,000 2.500
BANK OF TOKYO-MITSUBISHI TRUST COMPANY 62,500,000 2.083
THE DAI-ICHI KANGYO BANK, LIMITED, 56,250,000 1.875
ATLANTA AGENCY
THE NORTHERN TRUST COMPANY 56,250,000 1.875
ABN AMRO BANK N.V. 40,000,000 1.333
FIRST UNION NATIONAL BANK OF 37,500,000 1.250
NORTH CAROLINA
ARAB BANK PLC, GRAND CAYMAN BRANCH 37,500,000 1.250
BANK ONE TEXAS, N.A. 37,500,000 1.250
BANQUE NATIONALE DE PARIS 37,500,000 1.250
THE FIRST NATIONAL BANK OF CHICAGO 37,500,000 1.250
THE NORINCHUKIN BANK, NEW YORK BRANCH 37,500,000 1.250
THE MITSUI TRUST & BANKING CO., LTD., 37,500,000 1.250
NEW YORK BRANCH
THE TOKAI BANK, LIMITED, NEW YORK BRANCH 37,500,000 1.250
BANCA MONTE DEI PASCHI DI SIENNA, SpA 37,500,000 1.250
BARNETT BANK, N.A. 30,000,000 1.000
THE BANK OF NOVA SCOTIA 25,000,000 0.833
COMERICA BANK 25,000,000 0.833
CORESTATES BANK, N.A. 25,000,000 0.833
FIRST AMERICAN NATIONAL BANK 25,000,000 0.833
THE MITSUBISHI TRUST AND BANKING 25,000,000 0.833
CORPORATION
NATIONAL CITY BANK OF KENTUCKY 25,000,000 0.833
THE SUMITOMO TRUST & BANKING CO., 22,500,000 0.750
LTD., NEW YORK BRANCH
KEYBANK NATIONAL ASSOCIATION 18,750,000 0.625
THE TOYO TRUST & BANKING CO., LTD. 12,500,000 0.417
CRESTAR BANK 10,000,000 0.333
UNION PLANTERS BANK OF MIDDLE 7,500,000 0.250
---------- ------
TENNESSEE, N.A.
TOTAL $3,000,000,000 100.00%
============== ======
B. LENDING OFFICES; ADDRESSES FOR NOTICE.
THE CHASE MANHATTAN BANK
------------------------
Domestic Lending Office: Chase Manhattan
270 Park Avenue
New York, NY 10017
Eurodollar Lending Office: Chase Manhattan
270 Park Avenue
New York, NY 10017
Address for Notices: Chase Manhattan
One Chase Manhattan Plaza
8th floor
New York, NY 10081
Attention: Hilma Gabbiden
Telecopy: (212) 552-7500
Confirmation: (212) 552-4560
The Chase Manhattan Bank
270 Park Avenue
New York, NY 10017
Attention: Dawn Lee Lum
Telecopy: (212) 270-3279
Confirmation: (212) 270-2472
ABN AMRO BANK N.V.
------------------
Domestic Lending Office: ABN AMRO Bank N.V.
One Ravinia Dr. Suite 1200
Atlanta, GA 30346
Eurodollar Lending Office: ABN AMRO Bank N.V.
One Ravinia Dr. Suite 1200
Atlanta, GA 30346
Address for Notices: ABN AMRO Bank N.V.
One Ravinia Dr. Suite 1200
Atlanta, GA 30346
Attention: Reenie Williamson
Telecopy: (770) 395-9188
Confirmation: (770) 395-7990
ARAB BANK PLC, GRAND CAYMAN BRANCH
----------------------------------
Domestic Lending Office: Arab Bank Plc, Grand Cayman
Branch
520 Madison Avenue
New York, NY 10022
Eurodollar Lending Office: Arab Bank Plc, Grand Cayman
Branch
520 Madison Avenue
New York, NY 10022
Address for Notices: Arab Bank Plc, Grand Cayman
Branch
520 Madison Avenue
New York, NY 10022
Attention: Justo Huapaya
Telecopy: (212) 593-4632
Confirmation: (212) 715-9713
BANCA MONTE DEI PASCHI DI SIENA SPA
-----------------------------------
Domestic Lending Office: Banca Monte Dei Paschi di Siena SpA
245 Park Avenue-26th floor
New York, NY 10167
Eurodollar Lending Office: Banca Monte Dei Paschi di Siena SpA
245 Park Avenue-26th floor
New York, NY 10167
Address for Notices: Banca Monte Dei Paschi di Siena SpA
245 Park Avenue-26th floor
New York, NY 10167
Attention: Mei Tam
Telecopy:
Confirmation:
Attention: Janet Leung
Telecopy:
Confirmation:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
------------------------------------------------------
Domestic Lending Office: Bank of America National Trust
and Savings Association
555 S. Flower Street
Mail Code 5618
Los Angeles, CA 90071
Eurodollar Lending Office: Bank of America National Trust
and Savings Association
1850 Gateway Blvd., 4th Floor
Concord, CA 94520
Address for Notices: Bank of America National Trust
and Savings Association
333 South Beaudry, 19th floor
Los Angeles, CA 90071
Attention: Pat Castro
Telecopy: (213) 345-6550
Confirmation: (213) 345-7028
THE BANK OF NEW YORK
--------------------
Domestic Lending Office: The Bank of New York
One Wall Street, 22nd Floor
New York, NY 10286
Eurodollar Lending Office: The Bank of New York
One Wall Street, 22nd Floor
New York, NY 10286
Address for Notices: The Bank of New York
One Wall Street
New York, NY 10286
Attention: Annette Megargel
Telecopy: (212) 635-6877
Confirmation: (212) 635-6780
THE BANK OF NOVA SCOTIA
-----------------------
Domestic Lending Office: The Bank of Nova Scotia
600 Peachtree Street NE
Suite 2700
Atlanta, GA 30808
Eurodollar Lending Office: The Bank of Nova Scotia
600 Peachtree Street NE
Suite 2700
Atlanta, GA 30808
Address for Notices: The Bank of Nova Scotia
(Atlanta)
600 Peachtree Street
Suite 2700
Atlanta, GA 30308
Attention: Jeffrey Jones
Telecopy: (404) 888-8998
Confirmation: (408) 877-1549
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
--------------------------------------
Address for Notices: Bank of Tokyo-Mitsubishi Trust Company
1251 Avenue of the Americas
12th Floor
New York, NY 10020-1104
Attention: Rolando Uy
Telecopy: (212) 766-3127
Confirmation: (212) 766-3157
BANK ONE, TEXAS, N.A.
---------------------
Domestic Lending Office: Bank One, Texas, N.A.
500 Throckmorton
Fort Worth, TX 76102
Eurodollar Lending Office: Bank One, Texas, N.A.
500 Throckmorton
Fort Worth, TX 76102
Address for Notices: Bank One, Texas, N.A. (Dallas)
PO Box 901008
Fort Worth, TX 76101
Attention: Cheryl Bradford
Telecopy: (817) 884-4651
Confirmation: (817) 884-4358
BANQUE NATIONALE DE PARIS-HOUSTON AGENCY
- ----------------------------------------
Domestic Lending Office: Banque Nationale de Paris-Houston Agency
333 Clay Street, Suite 3400
Houston, TX 77002
Eurodollar Lending Office: Banque Nationale de Paris-Houston Agency
333 Clay Street, Suite 3400
Houston, TX 77002
Address for Notices: Banque Nationale de Paris-Houston Agency
333 Clay Street, Suite 3400
Houston, TX 77002
Attention: Donna Rose
Telecopy: (713) 659-1414
Confirmation: (314) 951-1240
BARNETT BANK, N.A.
- ------------------
Domestic Lending Office: Barnett Bank, N.A.
50 North Laura Street
Jacksonville, AZ 32202
Eurodollar Lending Office: Barnett Bank, N.A.
50 North Laura Street
Jacksonville, AZ 32202
Address for Notices: Barnett Bank, N.A.
50 North Laura Street
Jacksonville, AZ 32202
Attn: Stacy Flye
Telecopy: (904) 464-5552
Confirmation: (904) 464-5050
CITIBANK, N.A.
--------------
Domestic Lending Office: Citibank, N.A.
399 Park Avenue
8th Floor Zone 6
New York, NY 10043
Eurodollar Lending Office: Citibank, N.A.
399 Park Avneue
8th Floor Zone 6
New York, NY 10043
Address for Notices: Citicorp
399 Park Avenue
8th Floor Zone 6
New York, NY 10043
Attention: Margaret Au Brown
Telecopy: (212) 793-3053
Confirmation: (212) 559-0501
COMERICA BANK
-------------
Domestic Lending Office: Comerica Bank
PO Box 75000
Detroit, MI 48275-3266
Eurodollar Lending Office: Comerica Bank
PO Box 75000
Detroit, MI 48275-3266
Address for Notices: Comerica Bank
PO Box 75000
Detroit, MI 48275-3266
Attention: Regina C. McGuire
Telecopy: (313) 222-3420
Confirmation: (313) 222-7805
CORESTATES BANK, N.A.
---------------------
Domestic Lending Office: CoreStates Bank, N.A.
1339 Chestnut Street
P.O. 1-8-3-22
Philadelphia, PA 19101
Eurodollar Lending Office: CoreStates Bank, N.A.
1339 Chestnut Street
P.O. 1-8-3-22
Philadelphia, PA 19101
Address for Notices: CoreStates Bank, N.A.
Centre Square Building
1500 Market Street
Philadelphia, PA 19101
Attention: Rosemary Hart
Telecopy: (215) 973-2045
Confirmation: (215) 786-8606
CRESTAR BANK
------------
Domestic Lending Office: Crestar Bank
919 East Main Street
Richmond, VA 23219
Eurodollar Lending Office: Crestar Bank
919 East Main Street
Richmond, VA 23219
Address for Notices: Crestar Bank
919 East Main Street
Richmond, VA 23219
Attention: Shirley P. Elliot
Telecopy: (804) 782-5413
Confirmation: (804) 782-5239
THE DAI-ICHI KANGYO BANK, LIMITED, ATLANTA AGENCY
-------------------------------------------------
Domestic Lending Office: Dai Ichi Kangyo Bank (Atlanta)
285 Peachtree St., Suite 2400
Atlanta, GA 30303
Eurodollar Lending Office Dai Ichi Kangyo Bank (Atlanta)
285 Peachtree St., Suite 2400
Atlanta, GA 30303
Address for Notices: Dai Ichi Kangyo Bank (Atlanta)
285 Peachtree Center Ave
Suite 2400
Atlanta, GA 30303
Attention: Percy Lee
Telecopy: (404) 222-9556
Confirmation: (404) 581-0200
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCHES
---------------------------------------------------------
Domestic Lending Office: Deutsche Bank AG,
New York Branch
31 West 52nd Street
New York, NY 10019
Eurodollar Lending Office: Deutsche Bank, AG,
Cayman Islands Branch
31 West 52nd Street
New York, NY 10019
Address for Notices: Deutsche Bank AG,
New York Branch
31 West 52nd Street
New York, NY 10019
Attention: Richard Agnolet
Telecopy: (212) 469-4139
Confirmation: (212) 469-4113
FIRST AMERICAN NATIONAL BANK
----------------------------
Domestic lending Office: First American National Bank
327 Union Street
Nashville, TN 37237
Eurodollar Lending Office: First American National Bank
327 Union Street
Nashville, TN 37237
Address for Notices: First American National Bank
(Nashville)
First American Center, 2nd Floor
Nashville, TN 37237
Attention: Frenisa Joy
Telecopy: (615) 748-6098
Confirmation: (615) 748-6747
THE FIRST NATIONAL BANK OF CHICAGO
----------------------------------
Domestic Lending Office: The First National Bank of Chicago
First National Plaza
Mail Suite 0091
Chicago, IL 60670-0091
Eurodollar Lending Office: The First National Bank of Chicago
First National Plaza
Mail Suite 0091
Chicago, IL 60670-0091
Address for Notices: The First National Bank of Chicago
First National Plaza
Mail Suite 0091
Chicago, IL 60670-0091
Attention: Cathy Blomquist
Telecopy: (312) 732-2016
Confirmation: (312) 732-4967
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
-------------------------------------------
Domestic Lending Office: First Union National
Bank of North Carolina
One First Union Center
301 S. College Street
Charlotte, NC 28288
Eurodollar Lending Office: First Union National
Bank of North Carolina
One First Union Center
301 S. College Street
Charlotte, NC 28288
Address for Notices: First Union National Bank
150 4th Ave. North, 2nd Floor
Nashville, TN 37219
Attention: Carolyn Hannon
Telecopy: (615) 251-9247
Confirmation: (615) 251-9374
FLEET NATIONAL BANK
-------------------
Domestic Lending Office: Fleet Bank (Boston)
75 State Street
Mail Stop MABOF04A
Boston, MA 02109
Eurodollar Lending Office: Fleet Bank (Boston)
75 State Street
Mail Stop MABOF04A
Boston, MA 02109
Address for Notices: Fleet National Bank
75 State Street
Mail Stop MABOF04A
Boston, MA 02109
Attention: Paula M. St Amand
Telecopy: (617) 346-1637
Confirmation: (617) 346-0610
THE FUJI BANK LIMITED
---------------------
Domestic Lending Office: The Fuji Bank, Limited
245 Peachtree Center Avenue, NE,
Suite 2100
Atlanta GA 30303-1208
Eurodollar Lending Office: The Fuji Bank, Limited
245 Peachtree Center Avenue, NE,
Suite 2100
Atlanta GA 30303-1208
Address for Notices: The Fuji Bank, Limited
245 Peachtree Center Avenue, NE,
Suite 2100
Atlanta GA 30303-1208
Attention: Connie Fowls
Telecopy: (404) 653-2119
Confirmation: (404) 215-3304
Credit Contact:
The Fuji Bank, Limited
245 Peachtree Center Avenue, NE,
Suite 2100
Atlanta GA 30303-1208
Attention: David Hart
THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA AGENCY
-----------------------------------------------------
Domestic Lending Office: The Industrial Bank of Japan,
Limited, Atlanta Agency
191 Peachtree Street, N.E.,
Suite 3600
Atlanta, GA 30303
Eurodollar Lending Office: The Industrial Bank of Japan,
Limited, Atlanta Agency
191 Peachtree Street, N.E.,
Suite 3600
Atlanta, GA 30303
Address for Notices: The Industrial Bank of Japan,
Limited, Atlanta Agency
191 Peachtree Street, N.E.,
Suite 3600
Atlanta, GA 30303
Attention: Takahiro Hoshino
Telecopy: (404) 577-6818
Confirmation: (404) 420-3306
KEYBANK NATIONAL ASSOCIATION
----------------------------
Domestic Lending Office: Keybank National Association
127 Public Square
Cleveland, OH 44114
Eurodollar Lending Office: Keybank National Association
127 Public Square
Cleveland, OH 44114
Address for Notices: Keybank National Association
127 Public Square
Cleveland, OH 44114
Attention: Kathy Koenig
Telecopy: (216) 689-4981
Confirmation: (216) 689-4228
THE MITSUBISHI TRUST AND BANKING CORPORATION
--------------------------------------------
Domestic Lending Office: The Mitsubishi Trust and
Banking Corporation
520 Madison Avenue
25th Floor
New York, NY 10022
Eurodollar Lending Office: The Mitsubishi Trust and
Banking Corporation
520 Madison Avenue
25th Floor
New York, NY 10022
Address for Notices: The Mitsubishi Trust and
Banking Corporation
520 Madison Avenue, 25th floor
New York, NY 10022
Attention: Kathy Han
Telecopy: (212) 755-2349
Confirmation: (212) 891-8262
THE MITSUI TRUST AND BANKING COMPANY, LIMITED, NEW YORK BRANCH
--------------------------------------------------------------
Domestic Lending Office: The Mitsui Trust & Banking Co.,
Ltd., New York Branch
1251 Avenue of the Americas,
39th floor
New York, NY 10020
Eurodollar Lending Office: The Mitsui Trust & Banking Co.,
Ltd., New York Branch
1251 Avenue of the Americas,
39th floor
New York, NY 10020
Address for Notices: The Mitsui Trust & Banking Co.,
Ltd., New York Branch
1251 Avenue of the Americas,
39th floor
New York, NY 10020
Attention:
Telecopy:
Confirmation:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
-----------------------------------------
Domestic Lending Office: Morgan Guaranty Trust Company
of New York
60 Wall Street
New York, NY 10260
Eurodollar Lending Office: Morgan Guaranty Trust Company
of New York
c/o J.P. Morgan Services Inc.
Loan Operations, 3rd Floor
500 Stanton Christiana Road
Newark, DE 19713
Address for Notices: Multi-Option Unit - Loan Department
c/o J.P. Morgan Services, Inc.
500 Stanton Christiana Road
Newark, DE 19713
Attention: Mark Connor
Telecopy: (302) 634-4218
Confirmation: (302) 634-1852
NATIONAL CITY BANK OF KENTUCKY
------------------------------
Domestic Lending Office: National City Bank of Kentucky
101 South Fifth Street
Louisville, KY 40202
Eurodollar Lending Office: National City Bank of Kentucky
101 South Fifth Street
Louisville, KY 40202
Address for Notices: National City Bank of Kentucky
101 South Fifth Street
Louisville, KY 40202
Attention: Deroy Scott
Telecopy: (502) 581-4424
Confirmation: (502) 581-7821
National City Bank of Kentucky
101 South Fifth Street
Louisville, KY 40202
Attention: Debbie Wilkerson
Telecopy: (502) 581-4079
Confirmation: (502) 581-6431
NATIONSBANK, N.A.
-----------------
Domestic Lending Office: NationsBank, N.A.
Corporate Credit Services
101 N. Tryon
Charlotte, NC 28255
Eurodollar Lending Office: NationsBank, N.A.
Corporate Credit Services
101 N. Tryon
Charlotte, NC 28255
Address for Notices: NationsBank, N.A.
Corporate Credit Services
101 N. Tryon
Charlotte, NC 28255
Attention: Jacquetta Banks
Telecopy: (704) 386-8694
Confirmation: (704) 388-1111
NationsBank, N.A.
1 NationsBank Plaza, 5th floor
Nashville, TN 37239
Attention: Kevin Wagley
Telecopy: (615) 749-4640
Confirmation: (615) 749-3802
THE NORINCHUKIN BANK NEW YORK
-----------------------------
Domestic Lending Office: The Norinchukin Bank, New York
245 Park Avenue, 29th floor
New York, NY 10167-0104
Eurodollar Lending Office: The Norinchukin Bank, New York
245 Park Avenue, 29th floor
New York, NY 10167-0104
Address for Notices: The Norinchukin Bank, New York
245 Park Avenue, 29th floor
New York, NY 10167-0104
Attention: Kelly Shi
Telecopy:
Confirmation:
THE NORTHERN TRUST COMPANY
--------------------------
Domestic Lending Office: The Northern Trust Company
50 South La Salle Street
Chicago, IL 60675
Eurodollar Lending Office: The Northern Trust Company
50 South La Salle Street
Chicago, IL 60675
Address for Notices: The Northern Trust Company
50 South La Salle Street, B-11
Chicago, IL 60675
Attention: Linda Honda
Telecopy: (312) 630-1566
Confirmation: (312) 444-3532
PNC BANK, KENTUCKY, INC.
------------------------
Domestic Lending Office: PNC Bank, Kentucky, Inc.
Citizens Plaza
Louisville, KY 40296
Eurodollar Lending Office: PNC Bank, Kentucky, Inc.
Citizens Plaza
Louisville, KY 40296
Address for Notices: PNC Bank
500 W. Jefferson Street
Louisville, KY 40296
Attention: Karen Carter
Telecopy: (502) 581-2302
Confirmation: (502) 581-3248
THE SAKURA BANK, LTD. NEW YORK BRANCH
-------------------------------------
Domestic Lending Office: The Sakura Bank, Ltd.
New York Branch
277 Park Avenue
New York, NY 10172
Eurodollar Lending Office: The Sakura Bank, Ltd.
New York Branch
277 Park Avenue
New York, NY 10172
Address for Notices: The Sakura Bank, Ltd.
New York Branch
277 Park Avenue, 45th Floor
New York, NY 10172
Attention: Patricia Walsh
Telecopy: (212) 756-6781
Confirmation: (212) 756-6788
THE SUMITOMO BANK, LIMITED
--------------------------
Domestic Lending Office: The Sumitomo Bank Limited,
New York Branch
One World Trade Center
Suite 9651
New York, NY 10048
Eurodollar Lending Office: The Sumitomo Bank Limited,
New York Branch
One World Trade Center
Suite 9651
New York, NY 10048
Address for Notices: The Sumitomo Bank Limited,
New York Branch
One World Trade Center
New York, NY 10048
Attention: Jessica Farfan
Telecopy: (212) 224-5197
Confirmation: (212) 224-4132
THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH
-------------------------------------------------------
Domestic Lending Office: Sumitomo Trust & Banking (New York)
527 Madison Avenue, 8th Floor
New York, NY 10022
Eurodollar Lending Office: Sumitomo Trust & Banking (New York)
527 Madison Avenue, 8th Floor
New York, NY 10022
Address for Notices: Sumitomo Trust & Banking (New York)
527 Madison Avenue, 8th Floor
New York, NY 10022
Attention: Charlotte Young
Telecopy: (212) 373-5797
Confirmation: (212) 326-0631
SUNTRUST BANK, NASHVILLE, N.A.
-------------------------------
Domestic Lending Office: Suntrust Bank, Nashville, N.A.
201 Fourth Avenue North
Nashville, TN 37244
Eurodollar Lending Office: Suntrust Bank, Nashville, N.A.
201 Fourth Avenue North
Nashville, TN 37244
Address for Notices: Suntrust Bank, Nashville, N.A.
201 Fourth Avenue North
Nashville, TN 37244
Attention: Mark Mattson
Telecopy: (615) 748-5161
Confirmation: (615) 748-4831
THE TOKAI BANK, LIMITED, NEW YORK BRANCH
----------------------------------------
Domestic Lending Office: The Tokai Bank, Ltd.
New York Branch
55 East 52nd Street
New York, NY 10055
Eurodollar Lending Office: The Tokai Bank, Ltd.
New York Branch
55 East 52nd Street
New York, NY 10055
Address for Notices: The Tokai Bank, Ltd.
New York Branch
55 East 52nd Street
New York, NY 10055
Attention: Eva Cordova
Telecopy: (212) 754-2171
Confirmation: (212) 339-1145
TORONTO DOMINION (TEXAS), INC.
------------------------------
Domestic Lending Office: The Toronto-Dominion Bank,
Houston Agency
909 Fannin Street, Suite 1700
Houston, TX 77010
Eurodollar Lending Office: The Toronto-Dominion Bank,
Houston Agency
909 Fannin Street, Suite 1700
Houston, TX 77010
Address for Notices: The Toronto-Dominion Bank
909 Fannin Street, Suite 1700
Houston, TX 77010
Attention: Lisa Allison
Telecopy: (713) 951-9921
Confirmation: (713) 653-8244
THE TOYO TRUST & BANKING CO., LTD.
----------------------------------
Domestic Lending Office: The Toyo Trust & Banking Co., Ltd.
666 Fifth Avenue, 33rd floor
New York, NY 10103
Eurodollar Lending Office: The Toyo Trust & Banking Co., Ltd.
666 Fifth Avenue, 33rd floor
New York, NY 10103
Address for Notices: The Toyo Trust & Banking Co., Ltd.
666 Fifth Avenue, 33rd floor
New York, NY 10103
Attention: Deborah Wylie
Telecopy: (212) 977-5611
Confirmation: (212) 307-3400
UNION BANK OF SWITZERLAND, NEW YORK BRANCH
------------------------------------------
Domestic Lending Office: Union Bank of Switzerland, New York
Branch
299 Park Avenue
New York, NY 10171
Eurodollar Lending Office: Union Bank of Switzerland, New York
Branch
299 Park Avenue
New York, NY 10171
Address for Notices: Union Bank of Switzerland, New York
Branch
299 Park Avenue
New York, NY 10171
Attention: Leo L. Baltz
Telecopy: (212) 821-3914
Confirmation: (212) 821-5372
Attention: Stephen A. Cayer
Telecopy: (212) 821-3914
Confirmation: (212) 821-6265
UNION PLANTERS BANK OF MIDDLE TENNESSEE, N.A.
---------------------------------------------
Domestic Lending Office: Union Planters National Bank
401 Union Street, Second Floor
Nashville, TN 37219
Eurodollar Lending Office: Union Planters National Bank
401 Union Street, Second Floor
Nashville, TN 37219
Address for Notices: Union Planters Bank of Middle
Tennessee, N.A.
401 Union Street
Nashville, TN 37219
Attention: Steve Koenig
Telecopy: (615) 726-4274
Confirmation: (615) 726-4257
WACHOVIA BANK OF GEORGIA, N.A.
------------------------------
Domestic Lending Office: Wachovia Bank of Georgia, N.A.
191 Peachtree Street, N.E.
Atlanta, GA 30303
Eurodollar Lending Office: Wachovia Bank of Georgia, N.A.
191 Peachtree Street, N.E.
Atlanta, GA 30303
Address for Notices: Wachovia Bank of Georgia, N.A.
191 Peachtree Street, N.E.
Atlanta, GA 30303
Attention: Cheryl Hawks
Telecopy: (404) 332-5016
Confirmation: (404) 332-
WELLS FARGO BANK, N.A.
----------------------
Address for Notices: Wells Fargo Bank, N.A.
201 Third Street, MAC 0187-081
San Francisco, CA 94103
Attention: Terrie Melgar
Telecopy: (415) 979-0675
Confirmation: (415) 477-5421
SCHEDULE V
----------
LITIGATION
Cain, Marilyn, Leonard Womack, Mary Quimby, Patti Passman, Kathie Evans and
Bobbi R. Fitzpatrick,
Plaintiffs
v.
Healthtrust, Inc. - The Hospital Company, Kenneth George, Thomas Schleck and Leo
Contois
Defendant
Case No. 2:96CV149 (Fed. Ct., E.D. of Texas, Marshall Division)