EXHIBIT 10.1(h)(i)
VARITY CORPORATION
as Guarantor
____________________________
GUARANTEE
____________________________
Clifford Chance
London
CONTENTS
Clause No. Page No.
1. Interpretation . . . . . . . . . . . . . . . . . . . . . . .
2. Guarantee. . . . . . . . . . . . . . . . . . . . . . . . . .
3. Preservation of Rights . . . . . . . . . . . . . . . . . . .
4. Conditions of Enforcement. . . . . . . . . . . . . . . . . .
5. Non-Competition. . . . . . . . . . . . . . . . . . . . . . .
6. Certificates . . . . . . . . . . . . . . . . . . . . . . . .
7. Representations. . . . . . . . . . . . . . . . . . . . . . .
8. Financial Information. . . . . . . . . . . . . . . . . . . .
9. Covenants. . . . . . . . . . . . . . . . . . . . . . . . . .
10. Payment Free of Deduction. . . . . . . . . . . . . . . . . .
11. Payments . . . . . . . . . . . . . . . . . . . . . . . . . .
12. Currency . . . . . . . . . . . . . . . . . . . . . . . . . .
13. The Agent's Discretion . . . . . . . . . . . . . . . . . . .
14. Provisions Severable . . . . . . . . . . . . . . . . . . . .
15. Counterparts . . . . . . . . . . . . . . . . . . . . . . . .
16. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . .
17. Benefit of Guarantee . . . . . . . . . . . . . . . . . . . .
18. Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19. Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . .
20. Delivery . . . . . . . . . . . . . . . . . . . . . . . . . .
THIS GUARANTEE made between the original parties thereto on 30 September 1993,
is amended and restated this 13th day of April 1995 with the intention that such
amendment and restatement shall take effect on and from the Effective Date.
BY: VARITY CORPORATION (the "Guarantor"),
IN FAVOUR OF: the Agent and the Banks (as each is defined in the Facility
Agreement, each a "Beneficiary" and together the "Beneficiaries").
RECITALS
(A) Perkins Limited as Principal Borrower, Perkins Group Limited as
Covenantor, certain of the Covenantor's subsidiaries, Lloyds Bank Plc as
Agent and certain financial institutions named therein as Banks, are party
to a facility agreement (as amended, varied, supplemented, novated or
restated from time to time, the "Facility Agreement") dated 30 September
1993 and amended and restated the date hereof pursuant to the terms of
which the Banks have agreed to make available to the Borrowers a secured
revolving credit facility in an amount of (Pounds)50,000,000.
(B) It is a condition precedent under the Facility Agreement that the
Guarantor provide a guarantee in the form set out hereunder.
NOW THIS DEED OF GUARANTEE WITNESSETH as follows:
1. Interpretation
1.1 Terms defined or to which an interpretation is ascribed in the Facility
Agreement shall, unless otherwise defined herein, bear the same meaning herein
(including in the Recitals hereto).
1.2 In this Guarantee:
"Guaranteed Obligations" means, in respect of the Borrowers, all monies which
now are due or hereafter may be or become due and owing by the Borrowers, in any
capacity, to the Beneficiaries (or any of them) under or pursuant to any of the
Facility Documents and all other liabilities, actual or contingent, now existing
or hereafter incurred by any of the Borrowers in any capacity under or pursuant
to any of the Facility Documents;
"Original Financial Statements" means the audited consolidated financial
statements of the Guarantor for its financial year ended 31 January, 1994;
"SEC" means the United States Securities and Exchange Commission.
1.3 The provisions of Clauses 1.4 and 1.5 of the Facility Agreement shall apply
to this Guarantee mutatis mutandis.
1.4 Any reference in this Guarantee to a "U.S. business day" shall be
constituted as a reference to a day (other than a Saturday or Sunday) on which
banks are generally open for business in New York.
2. Guarantee
The Guarantor hereby unconditionally and irrevocably:
(i) guarantees to each of the Beneficiaries from time to time the
due and punctual observance and performance of all the
Guaranteed Obligations and, but without prejudice to the
generality of the foregoing, agrees unconditionally to pay to
the Agent for the account of the Beneficiaries from time to
time on demand by the Agent any and every sum or sums of money
which any or all of the Borrowers shall be liable at any time
to pay to the Beneficiaries or any of them at the time such
demand is made pursuant to any of the Facility Documents and
which have not been so paid by such Borrower or Borrowers ; and
(ii) agrees, as a primary obligation, from time to time on demand by
the Agent, to (a) indemnify and hold harmless each Beneficiary
for and against any loss incurred by such Beneficiary and (b)
to pay to each Beneficiary the amount of any loss suffered or
incurred by such Beneficiary as a result of any of the
obligations of any of the Borrowers under or pursuant to any of
the Facility Documents being or becoming void, voidable,
unenforceable or ineffective as against any of the Borrowers
for any reason whatsoever, whether or not known to the
Beneficiaries or any of them or to any other person, the amount
of such loss being the amount which the person or persons
suffering it would otherwise have been entitled to recover from
such Borrower.
3. Preservation of Rights
3.1 The obligations of the Guarantor herein contained shall be in addition to
and independent of every other security which the Beneficiaries, or any of them,
may at any time hold in respect of any of the Guaranteed Obligations.
3.2 The obligations of the Guarantor herein contained shall constitute and be
continuing obligations notwithstanding any settlement of account or other matter
or thing whatsoever, and in particular but without limitation, shall not be
considered satisfied by any intermediate payment or satisfaction of all or any
of the Guaranteed Obligations and shall continue in full force and effect until
final payment in full of all amounts owing by each Borrower under the Facility
Documents and total satisfaction of all the Borrowers' actual and contingent
obligations thereunder.
3.3 Neither the obligations of the Guarantor herein contained nor the rights,
powers and remedies conferred in respect of the Guarantor upon the Beneficiaries
or any of them by this Guarantee or by law shall be discharged, impaired or
otherwise affected by:
(i) the winding-up, dissolution, administration or re-organisation
of any Obligor or any other person or any change in its status,
function, control or ownership;
(ii) any of the obligations of any Obligor or any other person under
any Facility Document or under any other security taken in
respect of any of its obligations thereunder being or becoming
illegal, invalid, unenforceable or ineffective in any respect;
(iii) time or other indulgence being granted or agreed to be granted
to any Obligor or any other person in respect of its
obligations under any Facility Document or under any such other
security;
(iv) any amendment to, or any variation, waiver or release of, any
obligation of any Obligor or any other person under any
Facility Document or under any such other security;
(v) any failure to take, or fully to take, any security
contemplated hereby or otherwise agreed to be taken in respect
of any Obligor's, or any other person's, obligations under any
Facility Document;
(vi) any failure to realise or fully to realise the value of, or any
release, discharge, exchange or substitution of, any security
taken in respect of any Obligor's or, any other person's,
obligations under any Facility Document; or
(vii) any other act, event or omission which, but for this Clause
3.3, might operate to discharge, impair or otherwise affect any
of the obligations of the Guarantor herein contained or any of
the rights, powers or remedies conferred upon the Beneficiaries
or any of them by any of the Facility Documents or by law.
3.4 Any settlement or discharge between the Guarantor, the Beneficiaries or any
of them shall be conditional upon no security or payment to the Beneficiaries or
any of them by any Obligor or any other person on behalf of any Obligor, being
avoided or reduced by virtue of any provisions or enactments relating to
bankruptcy, insolvency, liquidation or similar laws of general application for
the time being in force and, if any such security or payment is so avoided or
reduced, the Beneficiaries shall be entitled to recover the value or amount of
such security or payment from the Guarantor subsequently as if such settlement
or discharge had not occurred.
4. Conditions of Enforcement
4.1 No Beneficiary shall be obliged before exercising any of the rights, powers
or remedies conferred upon it by this Guarantee or by law:
(i) to make any demand of any Obligor;
(ii) to take any action or obtain judgment in any court against any
Obligor;
(iii) to make or file any claim or proof in a winding-up or
dissolution of any Obligor; or
(iv) to enforce or seek to enforce any other security taken in
respect of any of the obligations of any Obligor hereunder.
5. Non-Competition
5.1 The Guarantor agrees that, so long as any amounts are or may be owed by any
Obligor under the Facility Documents or under the Bilateral Facility Agreement
or any Obligor or the Bilateral Lender is under any actual or contingent
obligations thereunder, the Guarantor shall not exercise any rights which it may
at any time have by reason of performance by it of its obligations hereunder:
(i) to be indemnified by any Obligor; and/or
(ii) to claim any contribution from any other guarantor of the
Guaranteed Obligations; and/or
(iii) to take the benefit (in whole or in part and whether by way of
subrogation or otherwise) of any rights of the Beneficiaries
against any Obligor or of any other security taken pursuant to,
or in connection with, any of the Guaranteed Obligations by all
or any of the Beneficiaries.
6. Certificates
A certificate of the Agent of the amount at any time due and payable from
the Borrowers under the Facility Documents or the amount which, but for any
obligations of the Borrowers under the Facility Documents being or becoming
void, voidable, unenforceable or ineffective, at any time would have been due
and payable from the Borrowers under the Facility Documents shall be prima facie
evidence in any legal action or proceeding arising out of or in connection
herewith.
7. Representations
7.1 The Guarantor represents that subject to any qualification in any legal
opinion delivered pursuant to the Fourth Schedule of the Facility Agreement:
(i) it is a corporation duly organised under the laws of its
jurisdiction of incorporation with power to enter into this
Guarantee and to exercise its
rights and perform its obligations hereunder and all corporate
and other action required to authorise its execution of this
Guarantee and its performance of its obligations hereunder has
been duly taken;
(ii) under the laws of its jurisdiction of incorporation in force at
the date hereof, it will not be required to make any deduction
or withholding from any payment it may make hereunder;
(iii) under the laws of its jurisdiction of incorporation in force at
the date hereof, the claims of the Beneficiaries under this
Guarantee will rank at least pari passu with the claims of any
unsecured creditors save those whose claims are preferred
solely by any bankruptcy, insolvency, liquidation or other laws
of general application;
(iv) in any proceedings taken in its jurisdiction of incorporation
in relation to this Guarantee, it will not be entitled to claim
for itself or any of its assets immunity from suit, execution,
attachment or other legal process;
(v) all acts, conditions and things required to be done, fulfilled
and performed in order (a) to enable it lawfully to enter into,
exercise its rights under and perform and comply with the
obligations expressed to be assumed by it in this Guarantee
and, (b) to ensure that the obligations expressed to be assumed
by it in this Guarantee are legal, valid and binding;
(vi) under the laws of its jurisdiction of incorporation in force at
the date hereof, it is not necessary that this Guarantee be
filed, recorded or enrolled with any court or other authority
in such jurisdiction other than as may be required by the SEC
(or similar state authority) or that any registration or
similar tax be paid on or in relation to this Guarantee; and
(vii) the obligations expressed to be assumed by it in this Guarantee
are legal and valid obligations binding on it in accordance
with the terms thereof.
7.2 The Guarantor further represents that:
(i) it has not taken any corporate action nor have any other steps
been taken or legal proceedings been started or (to the best of
its knowledge and belief) threatened against it for its
winding-up, dissolution, administration or re-organisation or
for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of it or of
any or all of its assets or revenues (including any equivalent
or analogous proceedings under the law of the jurisdiction in
which it is incorporated or carries on business) other than
such steps or proceedings which (a) have been notified to the
Agent prior to making this representation (b) are being
contested in good
faith or (c) are frivolous or vexatious;
(ii) it is not in breach of or in default under any agreement to
which it is a party or which is binding on it or any of its
assets to an extent or in a manner which would be reasonably
likely to have a material adverse effect on its business or
financial condition;
(iii) other than as disclosed to the Agent prior to making this
representation, no action or administrative proceeding of or
before any court or agency which would be reasonably likely to
have a material adverse effect on its business or financial
condition has been started or to the best of its knowledge
threatened;
(iv) its Original Financial Statements were prepared in accordance
with accounting principles generally accepted in the United
States and consistently applied and presents (in conjunction
with the notes thereto) fairly, in all material respects, its
financial condition at the date as of which they were prepared
and the results of its operations during the financial year
then ended;
(v) since publication of its Original Financial Statements there
has been no material adverse change in its business or
financial condition;
(vi) as at the date as of which its Original Financial Statements
were prepared, it had no material losses or liabilities
(contingent or otherwise) which were not disclosed thereby (or
by the notes thereto) or reserved against therein, or which
have been otherwise disclosed, nor were there at that date any
unrealised or anticipated losses arising from commitments
entered into by it which were not so disclosed or reserved
against;
(vii) all information supplied by it in connection herewith, and by
Varity Europe in connection with the Facility Agreement, was
true, complete and accurate in all material respects as at the
date on which it was provided and the Guarantor is not aware of
any material facts or circumstances which would cause such
information to be misleading to any of the Beneficiaries;
(viii) its execution of this Guarantee and its exercise of its rights
and performance of its obligations thereunder will not result
in the existence of nor oblige it to create any encumbrance
over all or any of its present or future revenues or assets;
(ix) its execution of this Guarantee and its exercise of its rights
and performance of its obligations hereunder do not and will
not:
(a) conflict with any material agreement, mortgage, bond or
other
instrument or treaty to which it is a party or which is
binding upon it or any of its assets;
(b) conflict with its constitutive documents and rules and
regulations; or
(c) conflict with any applicable law, regulation or official
or judicial order;
(x) its execution of this Guarantee and its exercise of its rights
and performance of its obligations hereunder will constitute,
private and commercial acts done and performed for private and
commercial purposes; and
(xi) the Covenantor is under the control (as that term is construed
for the purposes of the Facility Agreement) of the Guarantor.
8. Financial Information
8.1 The Guarantor shall:
(i) as soon as the same become available, but in any event within
150 days after the end of each of its financial years, deliver
to the Agent in sufficient copies for the Beneficiaries its
financial statements for such financial year including a copy
of the completed form 10-K filed by it with the SEC for such
financial year;
(ii) no later than 60 days after the end of its financial quarter,
deliver to the Agent in sufficient copies for the Beneficiaries
a copy of the completed form 10-Q, including its financial
statements for such period, filed by it with the SEC for such
financial quarter; and
(iii) prior to the occurrence of an Event of Default, no more than
once in any financial year, but thereafter at any time, on the
request of the Agent, acting on the instructions of an
Instructing Group, furnish the Agent with such information
about the business and financial condition of itself as the
Agent may reasonably require;
8.2 The Guarantor shall ensure that
(i) each set of financial statements delivered by it pursuant to
Clause 8.1 is prepared in accordance with accounting principles
generally accepted in the United States from time to time and
consistently applied;
(ii) each set of unaudited financial statements delivered by it
pursuant to Clause 8.1(ii)(a) is certified by one of its duly
authorised officers as presenting fairly, in all material
respects, its financial condition as at the end
of the period to which those financial statements relate and of
the results of its operations during such period; and
(iii) each set of financial statements delivered by it pursuant to
Clause 8.1(i) has been audited by auditors of international
repute reasonably acceptable to the Agent, it being agreed that
as at the date hereof the Guarantor's current auditors are
acceptable.
9. Covenants
The Guarantor shall:
(i) obtain, comply in all material respects with the terms of and
do all that is necessary to maintain in full force and effect
all authorisations, approvals, licences and consents required
in or by the laws and regulations of its jurisdiction of
incorporation to enable it lawfully to enter into and perform
its obligations under this Guarantee to which it is a party or
to ensure the legality, validity or enforceability in its
jurisdiction of incorporation of this Guarantee;
(ii) as soon as it becomes aware, promptly inform the Agent of the
occurrence of any Event of Default which relates to this
Guarantee or arises as a result of any of the acts or omissions
of the Principal Guarantor;
(iii) ensure that at all times the claims of the Agent and the
Beneficiaries against it under this Guarantee rank at least
pari passu with the claims of any unsecured creditors save
those whose claims are preferred by any bankruptcy, insolvency,
liquidation or other laws of general application; and
(iv) as soon as practicable, but in any event within five days of
Standard & Poor's Ratings Group amending its rating of the
Principal Guarantor (either upwards or downwards), notify the
Agent in writing of such amendment.
10. Payment Free of Deduction
All payments to be made to any Beneficiary under this Guarantee shall be
made free and clear of and without deduction for or on account of Tax (not being
a tax imposed upon the net income of any Beneficiary or any of its branches)
unless the Guarantor is required to make such payment subject to the deduction
or withholding of Tax, in which case the sum payable by the Guarantor in respect
of which such deduction or withholding is required to be made shall be increased
to the extent necessary to ensure that, after the making of such deduction or
withholding, the person on account of whose liability to Tax such deduction or
withholding has been made receives and retains (free from any liability in
respect of any such deduction or withholding) a net sum equal to the sum which
it would have received and so retained had no such deduction or withholding been
made or required
to be made.
11. Payments
11.1 All payments by the Guarantor under or pursuant to this Guarantee shall be
made to the Beneficiaries in the currency in which the relevant part of the
Guaranteed Obligations is denominated or, if different, is payable and in such
funds to such account with such bank by such time and in such other manner as
the Agent may direct from time to time.
11.2 Subject to the provisions of Clause 10, all payments under or pursuant to
this Guarantee shall be made without set-off or counterclaim.
11.3 All sums received by the Beneficiaries pursuant to this Guarantee shall be
dealt with in accordance with the Facility Agreement.
12. Currency
If any sum due from the Guarantor under this Guarantee or any order or
judgment given or made in relation hereto has to be converted from the currency
(the "first currency") in which the same is payable hereunder or under such
order or judgment into another currency (the "second currency"), for the
purposes of (i) making or filing a claim or proof against the Guarantor (ii)
obtaining an order or judgment in any court or other tribunal (iii) enforcing
any order or judgment given or made in relation hereto or (iv) applying the same
in satisfaction of any of the Guaranteed Obligations, the Guarantor shall as a
separate and independent obligation, on demand of the Agent, indemnify and hold
harmless each of the persons to whom such sum is due from and against any loss
suffered as a result of any discrepancy between (a) the rate of exchange used
for such purpose to convert the sum in question from the first currency into the
second currency and (b) the rate or rates of exchange at which such person may
in the ordinary course of business purchase the first currency with the second
currency upon receipt of a sum paid to it in satisfaction, in whole or in part,
of such order, judgment, claim or proof or for application in satisfaction of
the Guaranteed Obligations.
13. The Agent's Discretion
Any liability or power which may be exercised or any determination which
may be made hereunder by the Agent may, subject to the terms and conditions of
the Facility Agreement, be exercised or made in its or his absolute and
unfettered discretion without any obligation to give reasons therefor.
14. Provisions Severable
Each of the provisions contained in this Guarantee shall be severable and
distinct from one another and if any one or more of such provisions is now or
hereafter becomes invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining such provisions shall not in any way be
affected, prejudiced or impaired thereby.
15. Counterparts
This Guarantee may be executed in any number of counterparts, all of which
when taken together and delivered to the Agent shall constitute one and the same
instrument.
16. Notices
16.1 Each communication to be made hereunder shall be made in writing but,
unless otherwise stated, may be made by facsimile (followed by a confirmation
copy to be sent by post within one week thereafter) or letter.
16.2 Any communication or document to be made or delivered by one person to
another pursuant to this Guarantee shall (unless that other person has by
fifteen days' written notice to the Agent specified another address or facsimile
number) be made or delivered to that other person at the address or telex or
facsimile number identified with its execution below and, in the case of any
communication made by facsimile shall be deemed to have been made or delivered
on receipt (if received during business hours on a U.S. business day, or on the
next succeeding U.S. business day, if received out of business hours) and in
such case may be relied or acted upon immediately notwithstanding the provisions
of Clause 16.1) or (in the case of any communication made by letter) when left
at that address or (as the case may be) ten days after being deposited in the
post postage prepaid in an envelope addressed to it at that address; Provided
Always that any communication or document to be made or delivered shall be
effective only if the same is expressly marked for the attention of the
department or officer identified with either the Agent's or the Guarantor's
signature below (or such other department or officer as the Agent or the
Guarantor shall from time to time specify in writing for this purpose).
17. Benefit of Guarantee
17.1 Each Beneficiary shall have a full and unfettered right to assign the whole
or any part of the benefit of this Guarantee subject to the terms of the
Facility Agreement and the words "Beneficiary" and "Agent" and "Beneficiary's"
and "Agent's" and the expressions "it" and "its" (used in the context of the
Beneficiary and the Agent) wherever used herein shall be deemed to include such
Beneficiary's and Agent's assignees and other successors, whether immediate or
derivative who shall be entitled to enforce and proceed upon this Guarantee in
the same manner as if named herein. Each Beneficiary shall be entitled to impart
any information it considers appropriate concerning the Guarantor to any actual
or potential assignee of the Beneficiary or to any person who may otherwise
enter into contractual relations with the Beneficiary in relation to this
Guarantee Provided that no information (other than the terms of the Facility
Documents and any publicly available information) shall be disclosed without the
prior consent of the Guarantor such consent not to be unreasonably withheld or
delayed.
17.2 The Guarantor may not assign or transfer all or any part of its rights,
benefits or obligations under this Guarantee.
18. Law
This Guarantee shall be governed by, and construed in accordance with,
English law.
19. Jurisdiction
19.1 The Guarantor irrevocably agrees for the benefit of each of the
Beneficiaries that the courts of England shall have jurisdiction to hear and
determine any suit, action or proceeding, and to settle any disputes, which may
arise out of or in connection with this Guarantee and, for such purposes,
irrevocably submits to the jurisdiction of such courts.
19.2 The Guarantor irrevocably agrees for the benefit of each of the
Beneficiaries that the courts of the United States of America located in the
borough of Manhattan, in the City of New York shall have jurisdiction to hear
and determine any suit, action or proceeding, and to settle any disputes, which
may arise out of or in connection with this Guarantee and, for such purposes,
irrevocably admits to the jurisdiction of such courts.
19.3 The Guarantor irrevocably waives any objection which it might now or
hereafter have to the courts referred to in Clause 19.1 and 19.2 being nominated
as the forum to hear and determine any suit, action or proceeding, and to settle
any disputes, which may arise out of or in connection with this Guarantee and
agrees not to claim that any such court is not a convenient or appropriate
forum.
19.4 The Guarantor agrees that the process by which any suit, action or
proceeding is begun may be served on it by being delivered in connection with
any suit, action or proceeding in England, to the registered office of the
Principal Borrower or its principal place of business for the time being. If the
appointment of the person mentioned in this Clause 19.4 ceases to be effective,
the Guarantor shall immediately appoint a further person in England to accept
service of process on its behalf in England and, failing such appointment within
15 days, the Agent shall be entitled to appoint such a person by notice to the
Guarantor. Nothing contained herein shall affect the right to serve process in
any other manner permitted by law.
19.5 The submission to the jurisdiction of the courts referred to in Clause 19.1
and 19.2 shall not (and shall not be construed so as to) limit the right of the
Agent, the Beneficiaries or any of them to take proceedings against the
Guarantor in any other court of competent jurisdiction nor shall the taking of
proceedings in any one or more jurisdictions preclude the taking of proceedings
in any other jurisdiction (whether concurrently or not) if and to the extent
permitted by applicable law.
20. Delivery
This Guarantee is intended to be and is hereby delivered on the date first
above written.
IN WITNESS whereof this Guarantee has been executed as a Deed by the
Guarantor and has been signed by or on behalf of the Beneficiaries and is
intended to be and is hereby delivered on the day and year first before written.
EXECUTION PAGES
THE GUARANTOR
EXECUTED AS A DEED under SEAL ) /s/ F.J. Chapman
by VARITY CORPORATION ) --------------------
acting by F. Chapman ) Authorised Signatory
------------- )
_______________________ )
in the presence of:
Signature of Witness: /s/ S.M. Stewart
Name of Witness: S.M. Stewart
Address: 200 Aldersgate St.
London, EC4
Occupation: Solicitor
Address of Varity Corporation:World Headquarters
672 Delaware Avenue
Buffalo
New York 14209
U.S.A.
Facsimile No of Varity Corporation:(+716) 888 8010
Officer and department to
whom notices to be addressed:
THE BENEFICIARIES
LLOYDS BANK PLC
By: /s/ S.W. Baker
Address: St. George's House
6 Eastcheap
London EC3M 1LL
Attention: S.W. Baker, Corporate Banking
BERLINER HANDELS - und FRANKFURTER BANK
By: /s/ M. Buggy
Address: 61 Queen Street
London EC4R 1AE
Attention: Peter Frankl/Margaret Buggy, Trade & Commodity Finance
CREDITANSTALT-BANKVEREIN
By: /s/ M. Bowles
Address: 125 London Wall
London EC2Y 5DD
Attention: S. Pearce/M. Sammon
THE GOVERNOR AND COMPANY OF
THE BANK OF SCOTLAND
By: /s/ J. Drummond
Address: Orchard Brae House
30 Queensferry Road
Edinburgh EH4 2UG
Attention: Ian McKinney/Fiona Ross, Bank of Scotland, International Division
STANDARD CHARTERED BANK
By: /s/ P. Hodges
Address: 37 Gracechurch Street
London EC3V 0BX
Attention: Peter Hodges