EXHIBIT 10(b)
FOURTH AMENDMENT
FOURTH AMENDMENT, dated as of July 10, 1998 (this "Fourth Amendment"),
to the Agreement and Amendment dated as of February 26, 1997, as amended by the
First Amendment, dated as of June 17, 1997, the Second Amendment, dated as of
February 3, 1998 and the Third Amendment, dated as of March 26, 1998 (as the
same may be amended, supplemented or modified from time to time, the "February
1997 Five-Year Agreement and Amendment") among COLUMBIA/HCA HEALTHCARE
CORPORATION, a Delaware corporation (the "Company"), the several banks and other
financial institutions from time to time parties hereto (the "Banks"), BANK OF
AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION, THE BANK OF NEW YORK, DEUTSCHE
BANK AG, FLEET NATIONAL BANK, THE FUJI BANK LIMITED, THE INDUSTRIAL BANK OF
JAPAN, LIMITED, ATLANTA AGENCY, MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
NATIONSBANK, N.A., PNC BANK NATIONAL ASSOCIATION, TORONTO DOMINION (TEXAS),
INC., UNION BANK OF SWITZERLAND, NEW YORK BRANCH AND WACHOVIA BANK OF GEORGIA,
N.A., as Co-Agents (collectively, the "Co-Agents"), THE SAKURA BANK, LTD. NEW
YORK BRANCH, THE SUMITOMO BANK LIMITED, SUNTRUST BANK, NASHVILLE, N.A., WELLS
FARGO BANK, N.A., as Lead Managers (collectively, the "Lead Managers") and THE
CHASE MANHATTAN BANK, a New York banking corporation as Agent for the Banks
hereunder ("Chase", and in such capacity, the "Agent") and as CAF Loan Agent (in
such capacity, the "CAF Loan Agent").
W I T N E 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 "Five-Year
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 was prepared and delivered to such
parties;
WHEREAS, the February 1997 Five-Year Agreement and Amendment adopts
and incorporates by reference all of the terms and provisions of the Five-Year
Composite Conformed Credit Agreement, subject to the amendment thereto provided
for in the February 1997 Five-Year Agreement and Amendment;
WHEREAS, the parties hereto wish to amend certain provisions of the
February 1997 Five-Year Agreement and Amendment on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
2
1. Definitions. Unless otherwise defined herein, terms defined in
the February 1997 Five-Year Agreement and Amendment shall be used as so defined.
2. Amendments to the February 1997 Five-Year Agreement and
Amendment.
(a) Section 3 of the February 1997 Five-Year Agreement and Amendment is
hereby amended as follows:
(1) by inserting in such section the following new defined terms in proper
alphabetical order:
"`Consolidated Net Worth': as of the date of determination, all items
which in conformity with GAAP would be included under shareholders' equity
on a consolidated balance sheet of the Company and its Subsidiaries at such
date.".
"`Consolidated Total Capitalization': for any period for which the
amount thereof is to be determined, the sum of Consolidated Net Worth at
such date and Consolidated Total Debt at such date.".
"`July 1998 Term Loan Facility': the senior term loan facility, dated
as of July 8, 1998, among the Company, the several banks and financial
institutions from time to time parties thereto, and The Chase Manhattan
Bank, as agent, as the same may be amended, supplemented or otherwise
modified from time to time.".
"`Regulation X': Regulation X of the Board of Governors of the
Federal Reserve System.".
(2) by deleting the defined terms "Mandatory Prepayment Event" and
"Subsidiary" in their entirety and substituting in lieu thereof the
following new defined terms in proper alphabetical order:
"`Mandatory Prepayment Event': any of the following events:
(a) the receipt by the Company or any of its Subsidiaries of Net
Cash Proceeds from any sale or other disposition by it of any
business, hospital or other assets, including any capital stock or
other ownership interest in any Subsidiary or any intercompany
obligations (other than as a result of any casualty where such Net
Cash Proceeds are to be used to replace or rebuild the related
assets);
(b) the receipt by the Company or any of its Subsidiaries of Net
Cash Proceeds from the issuance to Persons other than the Company and
its Subsidiaries of any capital stock or other ownership interests of
the Company or such Subsidiary, as the case may be; and
3
(c) the receipt by the Company or any of its Subsidiaries of Net
Cash Proceeds from the incurrence from, or the issuance or sale to,
persons other than the Company and its Subsidiaries of any
Indebtedness of the Company or such Subsidiary, as the case may be
(excluding Indebtedness under the February 1997 Five-Year Agreement
and Amendment and the July 1998 Term Loan Facility), with a scheduled
maturity date on the date of incurrence thereof which is, or which is
extendable at the option of the Company or such Subsidiary to be, one
year or more from such date of incurrence;
In each case for (a), (b) and (c), excluding (i) any such event in which
the Net Cash Proceeds so received (together with the Net Cash Proceeds
received from any related series of events) are less than $10,000,000 and
(ii) any such event to the extent that the Net Cash Proceeds from such
event, together with the Net Cash Proceeds from all other events referred
to in this definition from March 26, 1998 (excluding, in each case, any
such event excluded by clause (i) above), is $500,000,000 or less.".
"`Subsidiary': as to any Person, a corporation, partnership or other
entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests
having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through
one or more intermediaries, or both, by such Person. Unless otherwise
qualified, all references to a "Subsidiary" or to "Subsidiaries" in this
Agreement shall refer to a Subsidiary or Subsidiaries of the Company.".
(b) Section 6 of the February 1997 Five-Year Agreement and Amendment is
hereby amended by adding the following new paragraphs after Section 6 reading as
follows:
"SECTION 6B. Subsections 3.1, 3.2 and 3.15 of the Five-Year Composite
Conformed Credit Agreement as adopted and incorporated by the February 1997
Five-Year Agreement and Amendment are hereby amended by deleting such
subsections in their entirety and inserting in lieu thereof the following
new subsections 3.1, 3.2 and 3.15:
'3.1 Corporate Organization and Existence. Each of the Company
and each Subsidiary is a corporation, partnership or other entity duly
organized and validly existing and in good standing under the laws of
the jurisdiction in which it is organized (except, in the case of
Subsidiaries, where the failure to be in good standing would not be
material to the Company and its Subsidiaries on a consolidated basis)
and has all necessary power to carry on the business now conducted by
it. The Company has all necessary corporate power and has taken all
corporate action required to make all the provisions of this Agreement
and the Notes and all other agreements and instruments executed in
connection herewith and therewith, the valid and enforceable
obligations they purport to be. Each of the Company and each
Subsidiary is duly qualified and in good standing in all jurisdictions
other than that of its organization in which the
4
physical properties owned, leased or operated by it are located
(except, in the case of Subsidiaries, where the failure to be in good
standing would not be material to the Company and its Subsidiaries on
a consolidated basis), and is duly authorized, qualified and licensed
under all laws, regulations, ordinances or orders of Governmental
Authorities, or otherwise, to carry on its business in the places and
in the manner presently conducted.
3.2 Subsidiaries. As of the date hereof, the Company has only
the Subsidiaries set forth in Schedule II. Schedule II indicates all
Subsidiaries of the Company which are not wholly-owned Subsidiaries as
of the date hereof. As of the date hereof, the capital stock and
securities owned by the Company and its Subsidiaries in each of the
Company's Subsidiaries are owned free and clear of any mortgage,
pledge, lien, encumbrance, charge or restriction on the transfer
thereof other than restrictions on transfer imposed by applicable
securities laws and restrictions, liens and encumbrances outstanding
on the date hereof and listed in said Schedule II.
3.15 Federal Regulations. No part of the proceeds of any Loans
will be used for "purchasing" or "carrying" any "margin stock" within
the respective meanings of each of the quoted terms under Regulation U
as now and from time to time hereafter in effect (except in a manner
which is not in violation of Regulation U or X) or for any purpose
which violates the provisions of the Regulations of the Board of
Governors of the Federal Reserve System. If requested by any Bank or
the Agent, the Company will furnish to the Agent and each Bank a
statement to the foregoing effect in conformity with the requirements
of FR Form U-1 referred to in said Regulation U.'"
(c) Section 8A of the February 1997 Five-Year Agreement and Amendment is
hereby amended by deleting such Section in its entirety and substituting in lieu
thereof the following:
"SECTION 8A. Ratio of Consolidated Total Debt to Consolidated Total
Capitalization. Subsection 5.6 of the Five-Year Composite Conformed Credit
Agreement as adopted and incorporated by reference into this February 1997
Five-Year Agreement and Amendment is hereby amended by deleting such
subsection in its entirety and substituting in lieu thereof the following:
`Ratio of Consolidated Total Debt to Consolidated Total
Capitalization. The Company and its Subsidiaries will not at any time
have outstanding Consolidated Total Debt in an amount in excess of 65%
of Consolidated Total Capitalization.'".
(d) Section 8D of the February 1997 Five-Year Agreement and Amendment is
hereby amended by deleting such section in its entirety and substituting in lieu
thereof the following:
5
"SECTION 8D. Distributions. Subsection 5.8 of the Five-Year
Composite Conformed Credit Agreement as adopted and incorporated by
reference into this February 1997 Five-Year Agreement and Amendment as
hereby amended by deleting such subsection in its entirety and substituting
in lieu thereof the following:
`5.8 Distributions. The Company will not make any Distribution
except that, so long as no Event of Default exists or would exist
after giving effect thereto, the Company may make a Distribution;
provided however, that at any time the Commitments under this
Agreement plus the commitments under the June 1997 364-Day Agreement
and Amendment (or, if such commitments have expired or been
terminated, the outstanding loans thereunder) shall exceed
$2,000,000,000 in aggregate amount, the Company will not purchase,
repurchase, redeem or otherwise acquire (including any "synthetic"
acquisitions through equity derivatives) any shares of any class of
capital stock of the Company directly or indirectly through a
Subsidiary or otherwise, except for such acquisitions funded with the
proceeds of loans made pursuant to the July 1998 Term Loan Facility or
the February 1997 Five-Year Agreement and Amendment in an aggregate
principal amount of up to $1,000,000,000.'.
(e) Section 8F of the February 1997 Five-Year Agreement and Amendment is
hereby amended by deleting such section in its entirety and substituting in lieu
thereof the following:
"SECTION 8F. Limitation on Optional Payments and Modifications of
Debt Instruments. The Five-Year Composite Conformed Credit Agreement as
adopted and incorporated by reference into this February 1997 Five-Year
Agreement and Amendment is hereby amended by adding the following new
subsection immediately following subsection 5.15 therein as follows:
`5.16 Limitation on Optional Payments and Modifications of Debt
Instruments. At any time the commitments under the February 1997 Five-
Year Agreement and Amendment plus the commitments under the June 1997
364-Day Agreement and Amendment (or, if such commitments have expired
or been terminated, the outstanding loans thereunder) exceed
$2,000,000,000 in aggregate amount, the Company will not make, and
will not permit any of its Subsidiaries to make, any optional payment
or prepayment on or redemption, defeasance or purchase of any
Indebtedness of the Company or any of its Subsidiaries (other than
Indebtedness under the July 1998 Term Loan Facility, the February 1997
Five-Year Agreement and Amendment, the June 1997 364-Day Agreement and
Amendment or Indebtedness under Financing Leases in an aggregate
amount not to exceed $50,000,000 in any fiscal year of the Company),
or amend, modify or change, or consent or agree to any amendment,
modification or change to any of the terms relating to the payment or
prepayment or principal of or interest on, any such Indebtedness,
other than any amendment, modification or change which would extend
the maturity or
6
reduce the amount of any payment of principal thereof or which would
reduce the rate or extend the date for payment of interest there or
which would not be adverse to the Banks.
(f) The February 1997 Five-Year Agreement and Amendment is hereby amended
by adding the following new paragraphs immediately after Section 8G reading as
follows:
"SECTION 8H. Indebtedness of Subsidiaries. Paragraph (b) of
subsection 5.1 of the Five-Year Composite Conformed Credit Agreement as
adopted and incorporated by reference into this February 1997 Five-Year
Agreement and Amendment is hereby amended by deleting such paragraph in its
entirety and substituting in lieu thereof the following:
`(b) Each of the Company and its Subsidiaries will promptly pay
when due, or in conformance with customary trade terms, all other
Indebtedness and liabilities incident to its operations; provided,
however, that any such Indebtedness or liability need not be paid if
the validity or amount thereof shall currently be contested in good
faith and if the Company or the Subsidiary in question shall have set
aside on its books appropriate reserves with respect thereto. The
Subsidiaries will not create, incur, assume or suffer to exist any
Indebtedness, except: (i) Indebtedness outstanding on the date hereof
and listed on Schedule III; (ii) Indebtedness that is owing to the
Company or any other Subsidiary; (iii) Indebtedness incurred pursuant
to an accounts receivable program and (iv) additional Indebtedness at
any time outstanding in an aggregate principal amount not to exceed
10% of Consolidated Assets.'.
"SECTION 8I. Sales of Assets. Subsection 5.10 of the Five-Year
Composite Conformed Credit Agreement as adopted and incorporated by
reference into this February 1997 Five-Year Agreement and Amendment is
hereby amended by deleting such subsection in its entirety and substituting
in lieu thereof the following:
`5.10 Sales of Assets. The Company and its Subsidiaries may from
time to time sell or otherwise dispose of all or any part of their
respective assets; provided, however, that in any fiscal year, the
Company and its Subsidiaries will not (a) sell or dispose of
(including, without limitation, any disposition resulting from any
merger or consolidation involving a Subsidiary of the Company, and any
Sale-and-Leaseback Transaction), outside of the ordinary course of
business, to Persons other than the Company and its Subsidiaries,
assets constituting in the aggregate more than 12% of Consolidated
Assets of the Company and its Subsidiaries as at the end of the
immediately preceding fiscal year (excluding an amount equal to the
book value of those assets the Net Cash Proceeds from the disposition
of which have been applied to prepay the outstanding revolving credit
loans under the June 1997 364-Day Agreement and Amendment in
accordance with subsection 2.18
7
thereof) and (b) exchange with any Persons other than the Company and
its Subsidiaries any asset or group of assets for another asset or
group of assets unless (i) such asset or group of assets are exchanged
for an asset or group of assets of a substantially similar type or
nature, (ii) on a pro forma basis both before and after giving effect
to such exchange, no Default or Event of Default shall have occurred
and be continuing, (iii) the aggregate fair market value (as
determined in good faith by the Board of Directors of the Company) of
the asset or group of assets being transferred by the Company or such
Subsidiary and the asset or group of assets being acquired by the
Company or such Subsidiary are substantially equal and (iv) the
aggregate of (x) all assets of the Company and its Subsidiaries sold
pursuant to subsection 5.10(a) (including, without limitation, any
disposition resulting from any merger or consolidation involving a
Subsidiary of the Company, and any Sale-and-Leaseback Transaction)
(excluding an amount equal to the book value of those assets the Net
Cash Proceeds from the disposition of which have been applied to
prepay the outstanding revolving credit loans under the June 1997 364-
Day Agreement and Amendment in accordance with subsection 2.18
thereof) and (y) the aggregate fair market value (as determined in
good faith by the Board of Directors of the Company) of all assets of
the Company and its Subsidiaries exchanged pursuant to this subsection
5.10(b) does not exceed 20% of Consolidated Assets of the Company and
its Subsidiaries as at the end of the immediately preceding fiscal
year.'"
"SECTION 8J. Application of Proceeds of Loans. Subsection 2.16 of
the Five-Year Composite Conformed Credit Agreement as adopted and
incorporated by reference into this February 1997 Five-Year Agreement and
Amendment is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:
`2.16 Application of Proceeds of Loans. Subject to the
provisions of the following sentence, the Company may use the proceeds
of the Loans for any lawful corporate purpose. the Company will not,
directly or indirectly, apply any part of the proceeds of any such
Loan for the purpose of "purchasing" or "carrying" any "margin stock"
within the respective meanings of each of the quoted terms under
Regulation U, or to refund any indebtedness incurred for such purpose,
except in a manner which is not in violation of Regulations U and X.'.
"SECTION 8K. Company Officers' Certificate. Subsection 4.3 of the
Five-Year Composite Conformed Credit Agreement as adopted and incorporated
by reference into this February 1997 Five-Year Agreement and Amendment is
hereby amended by deleting such subsection in its entirety and substituting
in lieu thereof the following:
`4.3 Company Officers' Certificate. The representations and
warranties contained in Section 3 (as qualified by the disclosures in
(i) the Company's
8
Annual Report on Form 10-K for its fiscal year ended December 31,
1997, (ii) the Company's Quarterly Reports on Form 10-Q for its fiscal
quarters ended June 30, 1997, September 30, 1997 and March 31, 1998
and (iii) the Company's Report on Form 8-K dated February 6, 1998,
February 13, 1998, March 6, 1998 and May 27, 1998, in each case as
filed with the Securities and Exchange Commission and previously
distributed to the Banks) shall be true and correct in all material
respects on the Closing Date and on and as of each Borrowing Date with
the same force and effect as though made on and as of such date; 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; between December 31,
1994 and such Borrowing Date, neither the business nor assets, nor the
condition, financial or otherwise, of the Company and its Subsidiaries
on a consolidated basis shall have been adversely affected in any
material manner as a result of any fire, flood, explosion, accident,
drought, strike, lockout, riot, sabotage, confiscation, condemnation,
or any purchase of any property by Governmental Authority, activities
of armed forces, acts of God or the public enemy, new or amended
legislation, regulatory order, judicial decision or any other event or
development whether or not related to those enumerated above (all
subject to the disclosures enumerated above); and the Agent shall have
received a certificate containing a representation to these effects
dated such Borrowing Date and signed by a Responsible Officer.'.
3. Effective Date; Conditions Precedent. This Fourth Amendment will
become effective on July 10, 1998 (the "Effective Date") subject to the
compliance by the Company with its agreements herein contained and to the
satisfaction on or before the Effective Date of the following further
conditions:
(a) Loan Documents. The Agent shall have received copies of
this Fourth Amendment, executed and delivered by a duly authorized officer
of the Company, with a counterpart for each Bank, and executed and
delivered by the Required Banks.
(b) Company Officers' Certificate. The representations and
warranties contained in Section 3 of the Five-Year Composite Conformed
Credit Agreement as adopted and incorporated by reference into, and as
amended by, the February 1997 Five-Year Agreement and Amendment (as
qualified by the disclosures in (i) the Company's Annual Report on Form 10-
K for its fiscal year ended December 31, 1997, (ii) the Company's Quarterly
Reports on Form 10-Q for its fiscal quarters ended June 30, 1997, September
30, 1997 and March 31, 1998 and (iii) the Company's Report on Form 8-K
dated February 6, 1998, February 13, 1998, March 6, 1998 and May 27, 1998,
in each case as filed with the Securities and Exchange Commission and
previously distributed to the Banks) shall be true and correct in all
material respects on the Effective Date with the same force and effect as
though made on and as of such date; on and as of the Effective Date and
after giving effect to this Fourth Amendment, no Default shall have
occurred (except a Default which shall have been
9
waived in writing or which shall have been cured); and the Agent shall have
received a certificate containing a representation to these effects dated
the Effective Date and signed by a Responsible Officer.
(c) Term Loan Facility. The Company shall have entered into a
senior term loan facility, structured and arranged by Chase to be used for
general corporate purposes, including for the repurchase of shares of
common stock of the Company (including any "synthetic" acquisitions through
equity derivatives), on terms and conditions satisfactory to Chase.
4. Legal Obligation. The Company represents and warrants to each
Bank that this Fourth Amendment constitutes the legal, valid and binding
obligation of the Company, enforceable against it in accordance with its terms,
subject to the effects of bankruptcy, insolvency, fraudulent conveyances,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.
5. Continuing Effect; Application. Except as expressly amended
hereby, the February 1997 Five-Year Agreement and Amendment shall continue to be
and shall remain in full force and effect in accordance with its terms.
6. Expenses. The Company agrees to pay or reimburse the 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 Fourth Amendment 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.
7. GOVERNING LAW. THIS FOURTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8. Counterparts. This Fourth Amendment may be executed by one or
more of the parties to this Fourth Amendment 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 Fourth
Amendment signed by all the parties shall be lodged with the Company and the
Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment 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/ THOMAS S. THORNHILL
-----------------------------------------
Name: Thomas S. Thornhill
Title: Group Vice President
By: /s/ STEVEN L. HIPSMAN
-----------------------------------------
Name: Steven L. Hipsman
Title: Vice President
ARAB BANK PLC, GRAND CAYMAN BRANCH, as a Bank
By: /s/ [ILLEGIBLE]
-----------------------------------------
Name:
Title:
BANCA MONTE DEI PASCHI DI SIENA SpA,
as a Bank
By:
-----------------------------------------
Name:
Title:
By:
-----------------------------------------
Name:
Title:
BANCA NAZIONALE del LAVORO, SpA, as a Bank
By: /s/ LEONARDO VALENTINI
-----------------------------------------
Name: Leonardo Valentini
Title: First Vice President
By: /s/ ROBERTO MANCONE
-----------------------------------------
Name: Roberto Mancone
Title: AVP Senior Loan Officer
BANK ONE TEXAS, N.A., as a Bank
By: /s/ JAMES B. LUKOWICZ
-----------------------------------------
Name: James B. Lukowicz
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Co-Agent and as a Bank
By: /s/ J. GREGORY SEIBLY
-----------------------------------------
Name: J. Gregory Seibly
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: 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 OF YOKOHAMA, as a Bank
By:
-----------------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS -Houston Agency,
as a Bank
By: /s/ HENRY F. SETINA
-----------------------------------------
Name: Henry F. Setina
Title: Vice President
BARNETT BANK, N.A., as a Bank
By: /s/ KEVIN WAGLEY
-----------------------------------------
Name: Kevin Wagley
Title: Vice President
CITIBANK, N.A., as a Bank
By: /s/ MARGARET AU BROWN
-----------------------------------------
Name: Margaret Au Brown
Title: Managing Director
COMERICA BANK, as a Bank
By: /s/ COLLEEN M. MURPHY
-----------------------------------------
Name: Colleen M. Murphy
Title: Assistant Vice President
CORESTATES BANK, N.A., as a Bank
By: /s/ JAMES A. HOBENSACK
-----------------------------------------
Name: James A. Hobensack
Title: Senior 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, as a Bank
By: /s/ TATSUJI NOGUCHI
-----------------------------------------
Name: Tatsuji Noguchi
Title: Chief Representative
DEN DANSKE BANK AKTIESELSKAB, as a Bank
CAYMAN ISLANDS BRANCH c/o New York Branch
By: /s/ JOHN O'NEILL
-----------------------------------------
Name: John O'Neill
Title: Vice President
By: /s/ DENNIS T. SHUGRUE
-----------------------------------------
Name: Dennis T. Shugrue
Title: International Banking Officer
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN
ISLANDS BRANCH, as a Co-Agent and as a Bank
By: /s/ SUSAN L. PEARSON
-----------------------------------------
Name: Susan L. Pearson
Title: Director
By: /s/ HANS-JOSEF THIELE
-----------------------------------------
Name: Hans-Josef Thiele
Title: Director
FIRST AMERICAN NATIONAL BANK, as a Bank
By: /s/ SANDY HAMRICK
-----------------------------------------
Name: Sandy Hamrick
Title: Senior Vice President
FIRST HAWAIIAN BANK, as a Bank
By: /s/ CHARLES L. JENKINS
-----------------------------------------
Name: Charles L. Jenkins
Title: Vice President and Manager
THE FIRST NATIONAL BANK OF CHICAGO, as a Bank
By: /s/ L. RICHARD SCHILLER
-----------------------------------------
Name: L. Richard Schiller
Title: Vice President
FIRST UNION NATIONAL BANK, as a Bank
By:
-----------------------------------------
Name:
Title:
FLEET NATIONAL BANK, as a Co-Agent and as
a Bank
By: /s/ MARYANN S. SMITH
-----------------------------------------
Name: Maryann S. Smith
Title: Vice President
THE FUJI BANK LIMITED, as a Co-Agent and
as a Bank
By: /s/ TOSHIHIRO MITSUI
-----------------------------------------
Name: Toshihiro Mitsui
Title: Senior Vice President and
Joint General Manager
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY, as a Co-Agent and as a Bank
By: /s/ KOICHI HASEGAWA
-----------------------------------------
Name: Koichi Hasegawa
Title: Senior Vice President and
Deputy General Manager
KEYBANK NATIONAL ASSOCIATION, as a Bank
By: /s/ THOMAS J. PURCELL
-----------------------------------------
Name: Thomas J. Purcell
Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION, as a Bank
By:
-----------------------------------------
Name:
Title:
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:
-----------------------------------------
Name:
Title:
NATIONAL CITY BANK OF KENTUCKY, as a Bank
By: /s/ DENY SCOTT
-----------------------------------------
Name: Deny 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:
-----------------------------------------
Name:
Title:
THE NORTHERN TRUST COMPANY, as a Bank
By: /s/ CHRISTINA L. JAKUC
-----------------------------------------
Name: Christina L. Jakuc
Title: Second Vice President
PNC BANK, N.A., 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/ GARY FRANKE
-----------------------------------------
Name: Gary Franke
Title: Vice President & Manager
THE SUMITOMO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH, as a Bank
By: /s/ STEPHEN STRATICI
-----------------------------------------
Name: Stephen Stratici
Title: Vice President
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/ SHINICHI NAKATANI
-----------------------------------------
Name: Shinichi Nakatani
Title: Assistant General Manager
TORONTO DOMINION (TEXAS), INC., as a
Co-Agent and as a Bank
By: /s/ JORGE A. GARCIA
-----------------------------------------
Name: Jorge A. Garcia
Title: Vice President
THE TOYO TRUST & BANKING CO., LTD., as a Bank
By: /s/ T. MIKUMO
-----------------------------------------
Name: T. MIKUMO
Title: Vice President
UBS AG, NEW YORK BRANCH, as a Co-Agent and
as a Bank
By: /s/ LEO L. BALTZ
-----------------------------------------
Name: Leo L. Baltz
Title: Director
By: /s/ EDUARDO SALAZAR
-----------------------------------------
Name: Eduardo Salazar
Title: Executive Director
UNION PLANTERS BANK, N.A.
By: /s/ [ILLEGIBLE]
-----------------------------------------
Name:
Title:
WACHOVIA BANK OF GEORGIA, N.A., as a
Co-Agent and as a Bank
By: /s/ KENNETH WASHINGTON
-----------------------------------------
Name: Kenneth Washington
Title: Vice President
WELLS FARGO BANK, N.A., as a Lead Manager
and as a Bank
By: /s/ DONALD A. HARTMANN
-----------------------------------------
Name: Donald A. Hartmann
Title: Senior Vice President
By: /s/ TIMOTHY A. McDEVITT
-----------------------------------------
Name: Timothy A. McDevitt
Title: Vice President
YASUDA TRUST AND BANKING, as a Bank
By: /s/ JUNICHIRO KAWAMURA
-----------------------------------------
Name: Junichiro Kawamura
Title: Vice President