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EXHIBIT 4.1
FIRST AMENDMENT TO COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT
THIS FIRST AMENDMENT TO COMPETITIVE ADVANCE AND REVOLVING CREDIT
FACILITY AGREEMENT (this "Amendment") is entered into as of August 7, 1998,
among SOUTHWEST AIRLINES CO., a Texas corporation (the "Company"), the banks
listed on the signature pages hereof (collectively, the "Banks"), CHASE BANK OF
TEXAS, NATIONAL ASSOCIATION (formerly known as Texas Commerce Bank National
Association), a national banking association, as administrative agent for the
Banks (in such capacity, the "Administrative Agent"), THE CHASE MANHATTAN BANK,
a New York banking corporation, as auction administration agent for the Banks
(in such capacity, the "Auction Administration Agent"), BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, a national banking association, as documentation
agent for the Banks (in such capacity, the "Documentation Agent"), and
NATIONSBANK, N.A. (successor in interest by merger to NationsBank of Texas,
N.A.), a national banking association, as syndication agent for the Banks (in
such capacity, the "Syndication Agent").
The Administrative Agent, the Auction Administration Agent, the
Documentation Agent, the Syndication Agent (collectively, the "Agents"), the
Company, and the Banks have entered into that certain Competitive Advance and
Revolving Credit Facility Agreement dated as of May 6, 1997 (the "Credit
Agreement").
The Company, the Agents and the Banks desire to amend the Credit
Agreement to reduce the Total Commitment and to remove ABN AMRO Bank N.V. as a
Bank.
NOW, THEREFORE, in consideration of the premises and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Company, the Banks, and the Agents agree as follows:
1. Definitions. Unless otherwise specified herein, terms defined in the
Credit Agreement have the same meaning when used herein.
2. Reduction of Total Commitment. Effective as of the date hereof, the
Total Commitment is hereby reduced from $475,000,000 to $425,000,000.
Accordingly, wherever in the Credit Agreement and Exhibits thereto the amount
"$475,000,000" appears, such amount is hereby amended to be "$425,000,000."
3. Removal of ABN AMRO. Effective as of the date hereof, (a) ABN AMRO
Bank N.V. is hereby removed as a Bank and shall no longer be a party to the
Credit Agreement; (b) the Commitment of ABN AMRO Bank N.V. is hereby terminated;
and (c) Schedule I to the Credit Agreement is amended to delete ABN AMRO Bank
N.V. as a Bank.
4. Remaining Banks. The Commitments of the Banks other than ABN AMRO
Bank N.V. shall remain unchanged, and the respective pro rata shares of such
Banks shall be adjusted accordingly effective as of the date hereof.
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5. Waiver of Notice. The Agents and the Banks hereby waive any notice
required for a reduction of the Total Commitment under Section 2.6(a) of the
Credit Agreement.
6. Conditions Precedent. The effectiveness of this Amendment is subject
to the satisfaction of each of the following conditions precedent:
(a) ABN AMRO Bank N.V. shall return to the Administrative
Agent, for delivery to the Company, the original Committed Note and
Competitive Note, if any, payable to ABN AMRO Bank N.V., which
Committed Note and Competitive Note shall be marked "cancelled," or
shall confirm to the Administrative Agent in writing that ABN AMRO Bank
N.V. does not hold a Committed Note or a Competitive Note.
(b) The Administrative Agent shall have received, in
sufficient copies for each Bank, a copy of this Amendment executed by
(i) the Banks and (ii) the Company, together with an Officer's
Certificate from the Company dated the date hereof certifying true and
correct copies of resolutions adopted by the Board of Directors or
Executive Committee, as appropriate, of the Company authorizing the
Company to effect the transactions contemplated by this Amendment.
(c) The Company shall have paid to the Administrative Agent
for the account of ABN AMRO Bank the accrued Facility Fees on the
amount of the ABN AMRO Bank's Commitment which is terminated by this
Amendment.
7. Ratifications. Except as herein specifically amended and modified,
(a) the Credit Agreement is unchanged and continues in full force and effect,
and (b) the Company hereby confirms and ratifies the Credit Agreement's
existence and each and every term, condition, and covenant therein contained, to
the same extent and as though the same were set out herein in full.
8. Representations and Warranties. The Company hereby represents and
warrants to the Banks and the Agents that (a) this Amendment has been duly
executed and delivered by the Company, (b) no action of, or filing with, any
Tribunal is required to authorize, or is otherwise required in connection with,
the execution, delivery, and performance by the Company of this Amendment, (c)
this Amendment is valid and binding upon the Company and is enforceable against
the Company in accordance with its terms, except as limited by the Bankruptcy
Code of the United States of America and all other similar Laws affecting the
rights of creditors generally, (d) the execution, delivery and performance by
the Company of this Amendment does not require the consent of any other Person
and do not and will not constitute a violation of any laws, agreement, or
understanding to which the Company is a party or by which the Company is bound,
(e) the representations and warranties contained in the Credit Agreement, as
amended hereby, and any other Loan Paper are true and correct in all material
respects on and as of the date of execution hereof as though made as of the date
of execution hereof, and (f) as of the date of this Amendment, no Default or
Event of Default has occurred and is continuing.
9. References. All references in the Loan Papers to the Credit
Agreement shall refer to the Credit Agreement as amended by this Amendment, and,
because this amendment is a "Loan
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Paper" referred to in the Credit Agreement, then the provisions relating to Loan
Papers set forth in the Credit Agreement are incorporated herein by reference,
the same as if set forth herein verbatim.
10. Expenses of the Agents. As provided in the Agreement, Borrower
agrees to pay (i) all reasonable costs and expenses of the Agents in connection
with (A) the preparation, execution, delivery, and administration of this
Amendment, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Agents with respect thereto and with respect to
advising the Agents as to their respective Rights and responsibilities under
this Amendment and the other Loan Papers, and (B) any amendment, modification,
supplement, or waiver of any of the terms of this Amendment or the other Loan
Papers, and (ii) all reasonable costs and expenses of the Banks and the Agents
(including reasonable counsel's fees, and including reasonable allocated
in-house counsel fees for any Bank or any Agent) in connection with the
enforcement of this Amendment and the other Loan Papers. In addition, the
Company shall pay any and all Taxes payable or determined to be payable in
connection with the execution and delivery of this Amendment and the other Loan
Papers, and agrees to save the Agents and each Bank harmless from and against
any and all liabilities with respect to or resulting from any delay in paying or
omitting to pay such Taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of this Amendment.
11. Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
12. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN PAPERS EXECUTED
PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN
DALLAS, DALLAS COUNTY, TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
13. Counterparts. This Amendment may be executed in a number of
identical counterparts, each of which shall be deemed an original. In making
proof of this instrument, it shall not be necessary for any party to account for
all counterparts, and it shall be sufficient for any party to produce but one
such counterpart.
14. Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
15. Parties Bound. This Amendment shall be binding upon and shall inure
to the benefit of the Company, each Agent, and each Bank, and, subject to
Section 8.11 of the Credit Agreement, their respective successors and assigns.
16. ENTIRETY. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED HEREBY,
THE FEE LETTERS BETWEEN THE COMPANY AND THE RESPECTIVE AGENTS, AND THE OTHER
LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES FOR THE
TRANSACTIONS THEREIN, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
SOUTHWEST AIRLINES CO.
By: /s/ GARY C. KELLY
-----------------------------------
Name: Gary C. Kelly
------------------------------
Title: Vice President & CFO
----------------------------
CHASE BANK OF TEXAS, N.A. (formerly known
as Texas Commerce Bank National
Association), as a Bank and as
Administrative Agent
By: /s/ ALLEN K. KING
-----------------------------------
Name: Allen K. King
------------------------------
Title: Vice President
----------------------------
THE CHASE MANHATTAN BANK,
as Auction Administration Agent
By: /s/ CHRISTOPHER CONSOMER
-----------------------------------
Name: Christopher Consomer
------------------------------
Title: Assistant Vice President
----------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank and as
Documentation Agent
By: /s/ Craig S. Munro
-----------------------------------
Name: Craig S. Munro
------------------------------
Title: Managing Director
----------------------------
NATIONSBANK, N.A. (successor in interest
by merger to NationsBank of Texas, N.A.),
as a Bank and as Syndication Agent
By: /s/ S.A.B.
-----------------------------------
Name:
------------------------------
Title: Vice President
----------------------------
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BANK OF TOKYO-MITSUBISHI
By: /s/ JOHN W. MCGHEE
---------------------------------------
Name: John W. McGhee
---------------------------------
Title: Vice President & Manager
---------------------------------
LANDESBANK SCHESWIG-HOLSTEIN
By: /s/ RICHARD NIX B. CLAUSSEU
---------------------------------------
Name: Richard Nix B. Clausseu
-------------------------------
Title: Vice President Assistant VP
-------------------------------
THE MITSUBISHI TRUST AND BANKING
CORPORATION, NEW YORK BRANCH
By: /s/ SCOTT J. PAIGE
---------------------------------------
Name: Scott J. Paige
--------------------------------
Title: Senior Vice President
--------------------------------
BANK ONE, TEXAS, N.A.
By: /s/ GINA A. NORRIS
---------------------------------------
Name: Gina A. Norris
--------------------------------
Title: Vice President
--------------------------------
FIRST SECURITY BANK, N.A.
By: /s/ STEVEN M. KOHLER
---------------------------------------
Name: Steven M. Kohler
--------------------------------
Title: Vice President
--------------------------------
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ PAIGE D. MESAROS
---------------------------------------
Name: Paige D. Mesaros
--------------------------------
Title: Vice President
--------------------------------
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ABN AMRO BANK N.V.
By: /s/ W. VAN DER HOEF
----------------------------------------
Name: W. van der Hoef
---------------------------------
Title: Vice President
---------------------------------
By: /s/ CLAUDIA C. HELDRING
----------------------------------------
Name: Claudia C. Heldring
---------------------------------
Title: Vice President
---------------------------------
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SECOND AMENDMENT TO COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT
THIS SECOND AMENDMENT TO COMPETITIVE ADVANCE AND REVOLVING CREDIT
FACILITY AGREEMENT (this "Amendment") is entered into as of January 20, 1999,
among SOUTHWEST AIRLINES CO., a Texas corporation (the "Company"), the banks
listed on the signature pages hereof (collectively, the "Banks"), CHASE BANK OF
TEXAS, NATIONAL ASSOCIATION (formerly known as Texas Commerce Bank National
Association), a national banking association, as administrative agent for the
Banks (in such capacity, the "Administrative Agent"), THE CHASE MANHATTAN BANK,
a New York banking corporation, as auction administration agent for the Banks
(in such capacity, the "Auction Administration Agent"), BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, a national banking association, as documentation
agent for the Banks (in such capacity, the "Documentation Agent"), and
NATIONSBANK, N.A. (successor in interest by merger to NationsBank of Texas,
N.A.), a national banking association, as syndication agent for the Banks (in
such capacity, the "Syndication Agent").
The Administrative Agent, the Auction Administration Agent, the
Documentation Agent, the Syndication Agent (collectively, the "Agents"), the
Company, and the Banks have entered into that certain Competitive Advance and
Revolving Credit Facility Agreement dated as of May 6, 1997, as amended by that
certain First Amendment to Competitive Advance and Revolving Credit Facility
Agreement dated as of August 7, 1998 (as amended, the "Credit Agreement").
The Company, the Agents and the Banks desire to amend the Credit
Agreement to increase the Total Commitment and to add Citibank, N.A. as a Bank.
NOW, THEREFORE, in consideration of the premises and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Company, the Banks, and the Agents agree as follows:
1. Definitions. Unless otherwise specified herein, terms defined in the
Credit Agreement have the same meaning when used herein.
2. Increase of Total Commitment. Effective as of the date hereof, the
Total Commitment is hereby increased from $425,000,000 to $475,000,000.
Accordingly, wherever in the Credit Agreement and Exhibits thereto the amount
"$425,000,000" appears, such amount is hereby amended to be "$475,000,000."
3. Addition of Citibank, N.A.. Effective as of the date hereof, (a)
Citibank, N.A. is hereby added as a Bank and shall be a party to the Credit
Agreement in its capacity as a Bank and shall have all of the rights and
obligations of a Bank thereunder and under the other Loan Papers; (b) the
Commitment of Citibank, N.A. shall be $50,000,000; and (c) Schedule I to the
Credit Agreement is amended to add Citibank, N.A. as a Bank as follows:
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Name Lending Office *** Notice Information
- ---- ------------------ ------------------
Citibank, N.A. Citibank, N.A. Citibank, N.A.
399 Park Avenue 399 Park Avenue
12th Floor, Zone 2 12th Floor, Zone 2
New York, New York 10043 New York, New York 10043
Telecopy: (212) 793-3734 Telecopy: (212) 793-3734
Attn: Thomas Boyle Telephone: (212) 559-6149
Managing Director of Attn: Thomas Boyle
Global Aviation Managing Director of
Global Aviation
4. Remaining Banks. The Commitments of the Banks which are currently
parties to the Credit Agreement shall remain unchanged, and the respective pro
rata shares of such Banks shall be adjusted accordingly effective as of the date
hereof.
5. Conditions Precedent. The effectiveness of this Amendment is subject
to the satisfaction of each of the following conditions precedent:
(a) The Company shall deliver to the Administrative Agent, if
requested by Citibank, N.A., an original Committed Note and Competitive
Note payable to Citibank, N.A., which Committed Note and Competitive
Note shall be in substantially the forms of Exhibits D-1 and D-2 to the
Credit Agreement, respectively.
(b) The Administrative Agent shall have received, in
sufficient copies for each Bank, a copy of this Amendment executed by
(i) the Banks and (ii) the Company, together with an Officer's
Certificate from the Company dated the date hereof certifying true and
correct copies of resolutions adopted by the Board of Directors or
Executive Committee, as appropriate, of the Company authorizing the
Company to effect the transactions contemplated by this Amendment and
to execute and deliver this Amendment and the Committed Note and
Competitive Note in accordance with subsection (a) above.
6. Ratifications. Except as herein specifically amended and modified,
(a) the Credit Agreement is unchanged and continues in full force and effect,
and (b) the Company hereby confirms and ratifies the Credit Agreement's
existence and each and every term, condition, and covenant therein contained, to
the same extent and as though the same were set out herein in full.
7. Representations and Warranties. The Company hereby represents and
warrants to the Banks and the Agents that (a) this Amendment and the Committed
Note and Competitive Note (if applicable) have been duly executed and delivered
by the Company, (b) no action of, or filing with, any Tribunal is required to
authorize, or is otherwise required in connection with, the execution, delivery,
and performance by the Company of this Amendment and the Committed Note and
Competitive Note (if applicable) except for the routine filing of copies of this
Amendment and certain other Loan Papers with the Securities and Exchange
Commission, (c) this Amendment and the
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Committed Note and Competitive Note (if applicable) are valid and binding upon
the Company and are enforceable against the Company in accordance with their
terms, except as limited by the Bankruptcy Code of the United States of America
and all other similar Laws affecting the rights of creditors generally, (d) the
execution, delivery and performance by the Company of this Amendment and the
Committed Note and Competitive Note (if applicable) do not require the consent
of any other Person and do not and will not constitute a violation of any laws,
agreement, or understanding to which the Company is a party or by which the
Company is bound, (e) the representations and warranties contained in the Credit
Agreement, as amended hereby, and any other Loan Paper are true and correct in
all material respects on and as of the date of execution hereof as though made
as of the date of execution hereof, and (f) as of the date of this Amendment, no
Default or Event of Default has occurred and is continuing.
8. Additional Representations and Agreements of Citibank, N.A.. By
execution of this Amendment, Citibank, N.A. (a) confirms that it has received a
copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant thereto and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Amendment and to become a Bank under the Credit Agreement; (b)
agrees that it will, independently and without reliance upon any Agent or any
Bank and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (c) appoints and authorizes the
Administrative Agent, the Auction Administration Agent and the Documentation
Agent to take such action as agent on its behalf and to exercise such powers
under the Credit Agreement and the other Loan Papers as are delegated to such
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (d) agrees that it will perform in accordance with their
terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Bank; and (e) attaches hereto a completed
Administrative Questionnaire.
9. References. All references in the Loan Papers to the Credit
Agreement shall refer to the Credit Agreement as amended by this Amendment, and,
because this amendment is a "Loan Paper" referred to in the Credit Agreement,
then the provisions relating to Loan Papers set forth in the Credit Agreement
are incorporated herein by reference, the same as if set forth herein verbatim.
10. Expenses of the Agents. As provided in the Agreement, Borrower
agrees to pay (i) all reasonable costs and expenses of the Agents in connection
with (A) the preparation, execution, delivery, and administration of this
Amendment, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Agents with respect thereto and with respect to
advising the Agents as to their respective Rights and responsibilities under
this Amendment and the other Loan Papers, and (B) any amendment, modification,
supplement, or waiver of any of the terms of this Amendment or the other Loan
Papers, and (ii) all reasonable costs and expenses of the Banks and the Agents
(including reasonable counsel's fees, and including reasonable allocated
in-house counsel fees for any Bank or any Agent) in connection with the
enforcement of this Amendment and the other Loan Papers. In addition, the
Company shall pay any and all Taxes payable or determined to be payable in
connection with the execution and delivery of this Amendment and the other Loan
Papers, and agrees to save the Agents and each Bank harmless from and against
any and all liabilities with respect to or resulting from any delay in paying or
omitting to pay such Taxes, if any, which may be
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payable or determined to be payable in connection with the execution and
delivery of this Amendment.
11. Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
12. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN PAPERS EXECUTED
PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN
DALLAS, DALLAS COUNTY, TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
13. Counterparts. This Amendment may be executed in a number of
identical counterparts, each of which shall be deemed an original. In making
proof of this instrument, it shall not be necessary for any party to account for
all counterparts, and it shall be sufficient for any party to produce but one
such counterpart.
14. Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
15. Parties Bound. This Amendment shall be binding upon and shall inure
to the benefit of the Company, each Agent, and each Bank, and, subject to
Section 8.11 of the Credit Agreement, their respective successors and assigns.
16. ENTIRETY. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED HEREBY,
THE FEE LETTERS BETWEEN THE COMPANY AND THE RESPECTIVE AGENTS, AND THE OTHER
LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES FOR THE
TRANSACTIONS THEREIN, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Balance of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
SOUTHWEST AIRLINES CO.
By: /s/ LAURA WRIGHT
--------------------------------------
Name: Laura Wright
-------------------------------
Title: Treasurer
-------------------------------
CHASE BANK OF TEXAS, N.A. (formerly known
as Texas Commerce Bank National
Association), as a Bank and as
Administrative Agent
By: /s/ MIKE LISTER
--------------------------------------
Name: Mike Lister
-------------------------------
Title: Vice President
-------------------------------
THE CHASE MANHATTAN BANK,
as Auction Administration Agent
By: /s/ CHRISTOPHER CONSOMER
--------------------------------------
Name: Christopher Consomer
-------------------------------
Title: AVP
-------------------------------
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Bank and as
Documentation Agent
By: /s/ CHAS MCDONELL
--------------------------------------
Name: Chas McDonell
-------------------------------
Title: Vice President
-------------------------------
NATIONSBANK, N.A. (successor in interest
by merger to NationsBank of Texas, N.A.),
as a Bank and as Syndication Agent
By: /s/ CHAS MCDONNELL
--------------------------------------
Name: Chas McDonell
-------------------------------
Title: Vice President
-------------------------------
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BANK OF TOKYO-MITSUBISHI
By: /s/ DOUG BARNELL
--------------------------------------
Name: Doug Barnell
--------------------------------
Title: Vice President
--------------------------------
LANDESBANK SCHESWIG-HOLSTEIN
GIROZENTRALE
By: /s/ B. CLAUSSEU S. PIEH
--------------------------------------
Name: Dr. B. Clausseu S. Pieh
-------------------------------
Title: Senior Manager Manager
-------------------------------
THE MITSUBISHI TRUST AND BANKING
CORPORATION, NEW YORK BRANCH
By: /s/ SCOTT J. PAIGE
--------------------------------------
Name: Scott J. Paige
-------------------------------
Title: Senior Vice President
-------------------------------
BANK ONE, TEXAS, N.A.
By: /s/ JERRY KANE
--------------------------------------
Name: Jerry Kane
-------------------------------
Title: Senior Managing Director Large
Corporate
-------------------------------
FIRST SECURITY BANK, N.A.
By: /s/ STEVEN M. KOHLER
--------------------------------------
Name: Steven M. Kohler
-------------------------------
Title: Vice President
-------------------------------
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ PAIGE D. MESAROS
--------------------------------------
Name: Paige D. Mesaros
-------------------------------
Title: Vice President
-------------------------------
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CITIBANK, N.A.
By: /s/ THOMAS BOYLE
-------------------------------------------
Name: Thomas Boyle
------------------------------------
Title: Managing Director
------------------------------------