1
EXHIBIT 99(c)
EXECUTION COPY
AMENDMENT AND CONSENT
THIS AMENDMENT AND CONSENT, dated as of June 30, 2001 (the "Amendment and
Consent") is entered into among GATX RAIL CORPORATION, a New York corporation
(formerly known as General American Transportation Corporation) ("Rail"), GATX
CAPITAL CORPORATION, a Delaware corporation ("Capital"), the BANKS listed on the
signature pages hereof, BANK ONE, N.A. (formerly known as The First National
Bank of Chicago), as Administrative Agent, and MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Documentation Agent.
A. Rail, as the Borrower, has entered into a Credit Agreement dated as of
May 14, 1998 (as amended, supplemented or otherwise modified prior to the date
hereof, the "Credit Agreement") with the Banks listed therein, Bank One, N.A.
(formerly known as The First National Bank of Chicago), as Administrative Agent,
and Morgan Guaranty Trust Company of New York, as Documentation Agent.
B. Rail and Capital propose to enter into a Plan and Agreement of Merger
pursuant to which Rail will be merged into Capital under the laws of the States
of New York and Delaware (the "Merger"), with Capital being the surviving
corporation in the merger (the "Surviving Corporation") and possessing all of
the rights, privileges and powers, and being subject to all debts, liabilities
and duties, of each of Rail and Capital.
C. Rail has requested the Banks and the Agents to consent to the Merger
and to amend the Credit Agreement in certain respects.
D. All capitalized terms not otherwise defined in this Amendment and
Consent shall have the respective meanings set forth in the Credit Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. AMENDMENTS. It is hereby agreed that the Credit Agreement shall be
amended, as of the date of the Merger, as follows:
1.1 Deleted Definitions. The definitions of "Consolidated Adjusted
EBIT", "Consolidated Interest Expense", "Consolidated Net Income", "Consolidated
Net Worth", "Consolidated Railcar Lease Expense", "Consolidated Tangible Net
Worth", "Corporate Base Rate" and "First Chicago" in Section 1.01 of the Credit
Agreement are hereby deleted in their entirety.
1.2 Additional Definitions. The following definitions are hereby
added in appropriate alphabetical order to Section 1.01 of the Credit
Agreement:
"Bank One" means Bank One, N.A., a national banking association having
its principal office in Chicago, Illinois, in its individual capacity and
its successors.
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"Cash Flow" means, for any period, the sum, for the Borrower and its
consolidated subsidiaries, of the following: (i) net income, (ii) income
taxes, (iii) non-cash provisions for, or actual write-offs of, assets
(without duplication in respect of any prior period), (iv) Fixed Charges
and (v) costs associated with the settlement of, or payments to satisfy,
claims arising out of the GATX/Airlog litigation described in Schedule 1
hereto to the extent not exceeding $165,000,000 in the aggregate for such
period and all prior periods.
"Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under
GAAP, and the amount of such obligations shall be the capitalized amount
thereof determined in accordance with GAAP.
"Eligible Assets" means the difference, as at any date of
determination, of the following (each of the following items being line
items on their respective balance sheets delivered in accordance with
Section 5.07(a) or (c) hereof): (A) the sum of (i) cash plus (ii) available
for sale securities plus (iii) direct financing leases plus (iv) leveraged
leases plus (v) secured loans plus (vi) (x) operating lease equipment - net
or (y) railcars and service facilities - net, as the case may be, plus
(vii) investment in joint ventures plus (viii) assets held for sale and
lease plus (ix) investment in future residuals, minus (B) (i) encumbered
assets plus (ii) leveraged leases plus (iii) 50% of investment in joint
ventures.
"Fixed Charge Coverage Ratio" means, for any day, the ratio of (i)
Cash Flow for the period of four consecutive fiscal quarters of the
Borrower ending on or most recently ended prior to such day to (ii) Fixed
Charges for such period.
"Fixed Charges" means the sum, for any period for the Borrower and its
consolidated subsidiaries, of the following: (i) Interest Expense plus (ii)
estimate of that portion of minimum rents under operating leases
representing the interest factor.
"GAAP" means generally accepted accounting principles in the United
States of America.
"Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other
obligation of any other Person (the "primary obligor") in any manner,
whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation
or to purchase (or to advance or supply funds for the purchase of) any
security for the payment thereof, (b) to purchase or lease property,
securities
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or services for the purpose of assuring the owner of such Indebtedness or
other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of
the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of
any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of
business.
"Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement
or other interest or currency exchange rate or commodity price hedging
arrangement.
"Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits
or advances of any kind, (b) all obligations of such Person evidenced by
bonds, debentures, notes or similar instruments, (c) all obligations of
such Person upon which interest charges are customarily paid, (d) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (e) all
obligations of such Person in respect of the deferred purchase price of
property or services (excluding current accounts payable incurred in the
ordinary course of business), (f) all Indebtedness of others secured by (or
for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on property owned or acquired by
such Person, whether or not the Indebtedness secured thereby has been
assumed, (g) all Guarantees by such Person of Indebtedness of others, (h)
all Capital Lease Obligations of such Person, (i) all obligations,
contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty and (i) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances;
provided, however, that "Indebtedness" shall not include (x) Secured
Nonrecourse Obligations and (y) nonrecourse obligations incurred in
connection with leveraged lease transactions as determined in accordance
with GAAP.
"Interest Expense" means, for any period, the sum, for the Borrower
and its consolidated subsidiaries, of the following: (a) all interest in
respect of Indebtedness (including the interest component of any payments
in respect of Capital Lease Obligations) accrued or capitalized during such
period (whether or not actually paid during such period) plus (b) the net
amount payable (or minus the net amount receivable) under Hedging
Agreements relating to interest during such period (whether or not actually
paid or received during such period).
"Material Indebtedness" means Indebtedness (other than the Loans), or
obligations in respect of one or more Hedging Agreements, of any one or
more of the Borrower and its Subsidiaries in an aggregate principal amount
exceeding $25,000,000. For purposes of determining Material Indebtedness,
the "principal amount" of the obligations of the Borrower or any Subsidiary
in respect of any
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Hedging Agreement at any time shall be the maximum aggregate amount (giving
effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Hedging Agreement were terminated at such
time.
"Merger" means the merger or consolidation of the Borrower into or
with GATX Capital Corporation.
"Net Worth" means, as at any date for any Person, the total
stockholders' equity for such Person and its Subsidiaries (determined on a
consolidated basis without duplication).
"Permitted Encumbrances" means:
(a) Liens imposed by law for taxes or under ERISA in respect of
contingent liabilities thereunder that are not yet due or are being
contested in compliance with Section 5.03;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
and other like Liens imposed by law, arising in the ordinary course of
business and securing obligations that are not overdue by more than 30 days
or are being contested in compliance with Section 5.03;
(c) pledges and deposits made in the ordinary course of business in
compliance with workers' compensation, unemployment insurance and other
social security laws or regulations;
(d) deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature, in each case in the ordinary course
of business; and
(e) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary
course of business that do not secure any monetary obligations and do not
materially detract from the value of the affected property or interfere
with the ordinary conduct of business of the Borrower or any Subsidiary;
provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.
"Prime Rate" means a rate per annum equal to the prime rate of
interest announced from time to time by Bank One or its parent (which is
not necessarily the lowest rate charged to any customer), changing when and
as said prime rate changes.
"Secured Nonrecourse Obligations" means (i) secured obligations of the
Borrower taken on a consolidated basis where recourse of the payee of such
obligations is expressly limited to an assigned lease or loan receivable
and the property related thereto, (ii) debt of Single Transaction
Subsidiaries or
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(iii) liabilities of the Borrower taken on a consolidated basis to
manufacturers of leased equipment where such liabilities are payable solely
out of revenues derived from the leasing or sale of such equipment;
excluding, however, nonrecourse obligations incurred in connection with
leveraged lease transactions as determined in accordance with GAAP.
"Single Transaction Subsidiary" means any Subsidiary whose assets
consist solely of financing transactions and the proceeds thereof with one
or more obligors where the obligations of such Subsidiary are not
guaranteed by the Borrower or any other Subsidiary and for which neither
the Borrower nor such other Subsidiary is liable.
"subsidiary" means, with respect to any Person (the "Parent") at any
date, any other Person the accounts of which would be consolidated with
those of the Parent in the Parent's consolidated financial statements if
such financial statements were prepared in accordance with GAAP as of such
date, as well as any other Person (a) of which securities or other
ownership interests representing more than 50% of the equity or more than
50% of the ordinary voting power or, in the case of a partnership, more
than 50% of the general partnership interests are, as of such date, owned,
controlled or held, or (b) the financial statements of which shall be (or
should be) consolidated with the financial statements of such Person in
accordance with GAAP.
"Subsidiary" means any subsidiary of the Borrower.
"Unsecured Debt" means the sum, as at any date of determination, of
the following (each of the following items being line items on their
respective financial statements delivered in accordance with Section
5.07(a) or (c) hereof): (i) commercial paper and bankers acceptances plus
(ii) notes payable plus (iii) capital lease obligations plus (iv) senior
term notes, so long, in each case, such item is unsecured.
1.3 Section 5.07(b) and Section 5.07(d) of the Credit Agreement are
hereby deleted in their entirety.
1.4 Section 5.08 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
"SECTION 5.08. Financial Test Covenants. The Borrower will not:
(a) permit its Net Worth to be, at any time, less than $900,000,000;
and
(b) permit its Fixed Charge Coverage Ratio, as at any fiscal quarter
end, to be less than 1.20 to 1.
In calculating the Fixed Charge Coverage Ratio as at the Merger and for the
first four fiscal quarters following the Merger, any calculation prior to
the Merger
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required for the purpose of such calculation shall utilize, for such
period, the combined results for the Borrower and GATX Capital Corporation
on a pro forma basis."
1.5 Section 5.10 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
"SECTION 5.10. Negative Pledge. The Borrower will not, nor will it
permit any Subsidiary to, create, incur, assume or suffer to exist any Lien
in, of or on any property of the Borrower or any of its Subsidiaries,
whether now owned or hereafter acquired, except:
(a) Liens created pursuant to this Section 5.10;
(b) Liens existing on June 22, 2001;
(c) Permitted Encumbrances;
(d) Liens on property of a Subsidiary of the Borrower to secure only
obligations owing to the Borrower or another such Subsidiary or Liens on
property of any Person which becomes a Subsidiary of the Borrower after
June 22, 2001, provided that such Liens are in existence at the time such
Person becomes a Subsidiary of the Borrower and were not created in
anticipation thereof;
(e) Liens upon real and/or tangible personal property acquired after
June 22, 2001 (by purchase, construction or otherwise) by the Borrower or
any of its Subsidiaries, each of which Liens either (A) existed on such
property before the time of its acquisition and was not created in
anticipation thereof, or (B) was created solely for the purpose of securing
Indebtedness representing, or incurred to finance, refinance or refund, the
cost (including the cost of construction) of such property; provided that
no such Lien shall extend to or cover any property of the Borrower or such
Subsidiary other than the property so acquired and improvements thereon;
provided, further, that the principal amount of Indebtedness secured by any
such Lien shall at no time exceed the fair market value (as determined in
good faith by a senior financial officer of the Borrower) of such property
at the time it was acquired (by purchase, construction or otherwise); and
provided finally, that such Lien attaches to such asset concurrently with
or within 18 months of acquisition thereof;
(f) Liens on assets related to railcar operating leases (including,
but not limited to, car service contracts and cash collateral accounts
funded with revenues under such leases) securing obligations of the
Borrower or a Subsidiary under such lease;
(g) attachment, judgment and other similar Liens arising in
connection with court proceedings, provided that (i) the execution or other
enforcement of such Liens in an aggregate amount exceeding $25,000,000 is
effectively stayed
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and (ii) the claims secured thereby are being actively contested in good
faith and by appropriate proceedings;
(h) additional Liens upon real and/or personal property of the
Borrower or such Subsidiary created after June 22, 2001 so long as
Unsecured Debt shall not, at any time, exceed Eligible Assets;
(i) in addition to the Lien permitted in the foregoing clauses (a)
through (h) of this Section 5.10, Liens incurred in the ordinary course of
business of the Borrower and its Subsidiaries, provided that the aggregate
amount of indebtedness secured by Liens pursuant to this clause (i) shall
not at any time exceed $250,000; and
(j) any extension, renewal or replacement of the foregoing, provided,
however, that the Liens permitted hereunder shall not be spread to cover
any additional Indebtedness or property (other than a substitution of like
property)."
1.6 All references in the Credit Agreement and any Note to "First
Chicago" shall be replaced by "Bank One".
1.7 All references in the Credit Agreement to "Corporate Base Rate"
shall be replaced by "Prime Rate".
1.8 From and after the Effective Date, the Surviving Corporation
shall be the "Borrower" for all purposes of the Credit Agreement and any
Notes.
1.9 Schedule 1 hereto is added to the Credit Agreement as Schedule 1
thereto.
2. CONSENT TO MERGER. Subject to the satisfaction of the conditions to
effectiveness specified in paragraph 6 below, the Banks hereby consent to the
Merger, anything in Section 5.01, Section 5.09, or Section 6.11 of the Credit
Agreement to the contrary notwithstanding.
3. REPRESENTATIONS AND WARRANTIES OF RAIL. Rail represents and warrants
to the Banks that:
3.1 Rail is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York and has duly qualified and
is in good standing as a foreign corporation under the laws of each jurisdiction
where the failure to so qualify or be in good standing, as the case may be,
would have a Material Adverse Effect.
3.2 The execution, delivery and performance by Rail of this Amendment
and Consent and the Merger (a) are within the corporate powers of Rail, (b) have
been duly authorized by all necessary corporate action, and (c) do not violate
or create a default under law, or the Certificate of Incorporation or By-laws of
Rail, or any contractual provision binding on or affecting Rail or its property.
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3.3 Except for the filing of certificates of merger with the
Secretary of State of the State of New York and the Secretary of State of the
State of Delaware reflecting the Merger (which filings shall have been made no
later than the Effective Date), no authorization or approval or other action by,
and no notice to or filing or registration with, any governmental authority or
regulatory body is required in connection with execution, delivery and by Rail
of this Amendment and Consent or the Merger.
3.4 This Amendment and Consent constitutes and, upon execution and
delivery thereof, the Assumption Agreement (as defined in paragraph 6(c) below),
will constitute, the legal, valid and binding obligations of Rail, enforceable
against Rail in accordance with its terms, except as enforcement thereof may be
subject to (a) the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally, and (b) general principles of equity (regardless of whether such
enforcement is sought in a proceeding in equity or at law).
3.5 No Default or Event of Default has occurred and is continuing.
4. REPRESENTATIONS AND WARRANTIES OF CAPITAL. Capital represents and
warrants to the Banks that:
4.1 Capital is, and immediately after giving effect to the Merger
will be, a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has, and immediately after giving
effect to the Merger will have, duly qualified and is, and immediately after
giving effect to the Merger will be, in good standing as a foreign corporation
under the laws of each jurisdiction where the failure to so qualify or be in
good standing, as the case may be, would have a Material Adverse Effect.
4.2 The execution and delivery by Capital of this Amendment and
Consent, the performance by Capital of the Credit Agreement, as amended by this
Amendment and Consent, and the Merger (a) are within the corporate powers of
Capital, (b) have been duly authorized by all necessary corporate action, and
(c) do not violate or create a default under law, or the Certificate of
Incorporation or By-laws of Capital, or any contractual provision binding on or
affecting Capital or its property.
4.3 Except for the filing of certificates of merger with the
Secretary of State of the State of New York and the Secretary of State of the
State of Delaware reflecting the Merger (which filings shall have been made no
later than the Effective Date), no authorization or approval or other action by,
and no notice to or filing or registration with, any governmental authority or
regulatory body is required in connection with the execution, delivery and
performance by Capital of this Amendment and Consent and the Credit Agreement,
as amended by this Amendment and Consent, or the Merger.
4.4 This Amendment and Consent constitutes, and on the Effective Date
the Credit Agreement, as amended by this Amendment and Consent, the Notes issued
under the Credit Agreement and the Assumption Agreement will each constitute,
the legal, valid and binding obligations of Capital, enforceable against Capital
in accordance with their respective terms, except as enforcement thereof may be
subject to (a) the effect of any applicable
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bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, and (b) general principles of equity (regardless of
whether such enforcement is sought in a proceeding in equity or at law).
4.5 Immediately prior to and immediately after giving effect to the
Merger, no Default or Event of Default has or will occur and is or will be
occurring, whether as a result of the Merger or otherwise.
5. SPECIAL CAPITAL PROVISIONS. Effective upon the Merger, Capital agrees
to execute and deliver such further documents or instruments as the
Administrative Agent or any Bank shall reasonably request in order to evidence
Capital's assumption of Rail's obligations under the Credit Agreement or any
Note, including any addendum to any Note evidencing its assumption thereof.
6. CONDITIONS TO EFFECTIVENESS. This Amendment and Consent shall become
effective on the date (the "Effective Date") that each of the following
conditions shall have been satisfied (or waived in accordance with Section 9.05
of the Credit Agreement):
(a) receipt by the Documentation Agent of counterparts hereof signed
by Rail, Capital and the Banks (or, in the case of any party as which an
executed counterpart shall not have been received, receipt by the
Documentation Agent in form satisfactory to it of telegraphic, telex,
telecopy or other written confirmation from such party of execution of a
counterpart hereof by such party);
(b) receipt by the Documentation Agent of an opinion of counsel for
Capital covering such matters relating to this Amendment and Consent and
the transactions contemplated hereby (including the Merger) as the
Documentation Agent may reasonably request;
(c) receipt by the Documentation Agent of an assumption agreement,
executed by Rail and Capital in form and substance reasonably satisfactory
to the Documentation Agent (the "Assumption Agreement") in respect of the
assumption by the Surviving Corporation of Rail's obligations under the
Credit Agreement and the Notes;
(d) receipt by the Documentation Agent of an Officer's Certificate,
in form and substance satisfactory to the Documentation Agent, executed by
an officer of Capital as to (i) Capital's representations under paragraph 4
hereof, (ii) paragraph 6(g) hereof and (iii) the effectiveness of the
Merger;
(e) receipt by the Documentation Agent of all documents the
Documentation Agent may reasonably request relating to the existence of
Capital, the corporate authority for and the validity of this Amendment and
Consent, the Assumption Agreement, the Merger and any other matters
relevant hereto, all in form and substance satisfactory to the
Documentation Agent;
(f) receipt by the Administrative Agent on behalf of each of the
Banks executing and delivering this Amendment and Consent by July 10, 2001
of a fee equal to five basis points of such Bank's Commitment (whether used
or unused);
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(g) no Default shall have occurred and be continuing; and
(h) the Effective Date having occurred by January 2, 2002.
7. MISCELLANEOUS.
7.1 Except as amended and modified by this Amendment and Consent, the
Credit Agreement and the other documents executed pursuant to the Credit
Agreement shall remain in full force and effect, and are hereby ratified in all
respects.
7.2 References to the Credit Agreement contained therein or in any
other instrument shall be deemed to include a reference to the Credit Agreement,
as amended by this Amendment and Consent, whether or not reference is made to
this Amendment and Consent.
7.3 This Amendment and Consent may be executed in any number of
counterparts, each of which shall be deemed to be an original with the same
effect as if the signatures thereto and hereto were upon the same instrument.
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7.4 This Amendment and Consent shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Consent to be duly executed by their respective authorized officers as of the
day and year first above written.
GATX RAIL CORPORATION
By: /s/ WILLIAM J. HASEK
---------------------------------------
Title: Treasurer
Address: 500 West Monroe Street
Chicago, Illinois 60661
Facsimile: (312) 621-6645
GATX CAPITAL CORPORATION
By: /s/ P. CEORCE
---------------------------------------
Title: Vice President
Address: 500 West Monroe Street
Chicago, Illinois 60661
Facsimile: (312) 621-6645
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Documentation Agent and as a
Bank
By:
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Title:
------------------------------------
Address: 60 Wall Street
New York, New York 10260
Facsimile: (212) 648-5336
BANK ONE, N.A., as Administrative Agent and
as a Bank
By:
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Title:
------------------------------------
Address: One Bank One Plaza
Chicago, Illinois 60670
Telex: 190201
Facsimile: (312) 732-3246
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7.4 This Amendment and Consent shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Consent to be duly executed by their respective authorized officers as of the
day and year first above written.
GATX RAIL CORPORATION
By:
---------------------------------------
Title:
------------------------------------
Address: 500 West Monroe Street
Chicago, Illinois 60661
Facsimile: (312) 621-6645
GATX CAPITAL CORPORATION
By:
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Title:
------------------------------------
Address: 500 West Monroe Street
Chicago, Illinois 60661
Facsimile: (312) 621-6645
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Documentation Agent and as a
Bank
By: /s/ MATT H. YIM
---------------------------------------
Title: Managing Director
Address: 60 Wall Street
New York, New York 10260
Facsimile: (212) 648-5336
BANK ONE, N.A., as Administrative Agent and
as a Bank
By:
---------------------------------------
Title:
------------------------------------
Address: One Bank One Plaza
Chicago, Illinois 60670
Telex: 190201
Facsimile: (312) 732-3246
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7.4 This Amendment and Consent shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Consent to be duly executed by their respective authorized officers as of the
day and year first above written.
GATX RAIL CORPORATION
By:
---------------------------------------
Title:
------------------------------------
Address: 500 West Monroe Street
Chicago, Illinois 60661
Facsimile: (312) 621-6645
GATX CAPITAL CORPORATION
By:
---------------------------------------
Title:
------------------------------------
Address: 500 West Monroe Street
Chicago, Illinois 60661
Facsimile: (312) 621-6645
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Documentation Agent and as a
Bank
By:
---------------------------------------
Title:
------------------------------------
Address: 60 Wall Street
New York, New York 10260
Facsimile: (212) 648-5336
BANK ONE, N.A., as Administrative Agent and
as a Bank
By: /s/ JANET S. HEONG
---------------------------------------
Title: First Vice President
------------------------------------
Address: One Bank One Plaza
Chicago, Illinois 60670
Telex: 190201
Facsimile: (312) 732-3246
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GATX CAPITAL CORPORATION
By:
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Title:
-------------------------------------
Address: 500 West Monroe Street
Chicago, Illinois 60661
Facsimile: (312) 621-6645
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Documentation Agent and as a
Bank
By:
----------------------------------------
Title:
-------------------------------------
Address: 60 Wall Street
New York, New York 10260
Facsimile: (212) 648-5336
BANK ONE, N.A., as Administrative Agent and
as a Bank
By:
----------------------------------------
Title:
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Address: One Bank One Plaza
Chicago, Illinois 60670
Telex: 190201
Facsimile: (312) 732-3246
BANK OF MONTREAL
By: /s/ PAM SCHUARTZ
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Title: Director
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THE BANK OF NEW YORK
By:
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Title:
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BANKERS TRUST COMPANY
By:
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Title:
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BANK OF MONTREAL
By:
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Title:
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THE BANK OF NEW YORK
By: /s/ DAVID G. SHEDD
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Title: Vice President
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BANKERS TRUST COMPANY
By:
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Title:
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THE CHASE MANHATTAN BANK
By:
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Title:
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CITIBANK, N.A.
By:
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Title:
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MELLON BANK, N.A.
By:
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Title:
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By:
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Title:
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BANK OF AMERICA, N.A.
By:
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Title:
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BANK OF MONTREAL
By:
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Title:
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THE BANK OF NEW YORK
By:
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Title:
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DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES
(formerly known as Bankers Trust Company)
By: /s/ LAIN STEWART
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Title: Vice President
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By: /s/ STEPHANIE STROHE
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Title: Vice President
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THE CHASE MANHATTAN BANK
By:
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Title:
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CITIBANK, N.A.
By:
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Title:
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MELLON BANK, N.A.
By:
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Title:
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By:
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Title:
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BANK OF MONTREAL
By:
----------------------------------------
Title:
-------------------------------------
THE BANK OF NEW YORK
By:
----------------------------------------
Title:
-------------------------------------
BANKERS TRUST COMPANY
By:
----------------------------------------
Title:
-------------------------------------
THE CHASE MANHATTAN BANK
By: /s/ MATT H. YIM
----------------------------------------
Title: Managing Director
CITIBANK, N.A.
By:
----------------------------------------
Title:
-------------------------------------
MELLON BANK, N.A.
By:
----------------------------------------
Title:
-------------------------------------
By:
----------------------------------------
Title:
-------------------------------------
BANK OF AMERICA, N.A.
By:
----------------------------------------
Title:
-------------------------------------
-11-
18
THE CHASE MANHATTAN BANK
By:
----------------------------------------
Title:
-------------------------------------
CITIBANK, N.A.
By: /s/ DAVID L. HARRIS
----------------------------------------
Title: Vice President
-------------------------------------
MELLON BANK, N.A.
By:
----------------------------------------
Title:
-------------------------------------
BANK OF AMERICA, N.A.
By:
----------------------------------------
Title:
-------------------------------------
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
CHICAGO BRANCH
By:
----------------------------------------
Title:
-------------------------------------
WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By:
----------------------------------------
Title:
-------------------------------------
By:
----------------------------------------
Title:
-------------------------------------
THE NORTHERN TRUST COMPANY
By:
----------------------------------------
Title:
-------------------------------------
-11-
19
BANK OF MONTREAL
By:
----------------------------------------
Title:
-------------------------------------
THE BANK OF NEW YORK
By:
----------------------------------------
Title:
-------------------------------------
BANKERS TRUST COMPANY
By:
----------------------------------------
Title:
-------------------------------------
THE CHASE MANHATTAN BANK
By:
----------------------------------------
Title:
-------------------------------------
CITIBANK, N.A.
By:
----------------------------------------
Title:
-------------------------------------
MELLON BANK, N.A.
By: /s/ THOMAS A. GAZE
----------------------------------------
Title: Vice President
-------------------------------------
By: /s/ DWAYNE R. FINNEY
----------------------------------------
Title: Vice President
-------------------------------------
BANK OF AMERICA, N.A.
By:
----------------------------------------
Title:
-------------------------------------
-11-
20
THE CHASE MANHATTAN BANK
By:
----------------------------------------
Title:
-------------------------------------
CITIBANK, N.A.
By:
----------------------------------------
Title:
-------------------------------------
MELLON BANK, N.A.
By:
----------------------------------------
Title:
-------------------------------------
BANK OF AMERICA, N.A.
By: /s/ M. AWONAMING
----------------------------------------
Title: Managing Director
-------------------------------------
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
CHICAGO BRANCH
By:
----------------------------------------
Title:
-------------------------------------
WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By:
----------------------------------------
Title:
-------------------------------------
By:
----------------------------------------
Title:
-------------------------------------
THE NORTHERN TRUST COMPANY
By:
----------------------------------------
Title:
-------------------------------------
-11-
21
Schedule 1
Airlog Litigation
Tower Air v. GATX Capital Corporation, et al., Supreme Court of the State of New
York, Case No. - 602851/97
The following cases were consolidated in the United States District Court for
the Northern District of California under Case No. C96-2494CW
GATX Airlog Company, et al. v. Evergreen International Airlines, Inc., et al. -
Case No. C96-2494CW
Bank of New York v. GATX/Airlog et al. - Case No. C98-0385CW
American International Airways v. GATX Capital et al. - Case No. C97-0378CW
General Electrical Capital Corporation, et al. v. GATX/Airlog, et al. - Case No.
C98-2387CW
Elsinore L.P., et al., v. GATX/Airlog Company, et al.; Elsinore L.P. and
Elsinore Aerospace Services L.P. v. GATX Aircraft Corporation - Case No.
C97-0378CW