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Exhibit 10.3
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (this "Amendment") is entered
into effective June 23, 2000 (the "Effective Date"), by and among RANGE
RESOURCES CORPORATION, a Delaware corporation ("Borrower"), BANK ONE, TEXAS,
N.A., as Administrative Agent ("Bank One" or "Administrative Agent"), CHASE BANK
OF TEXAS, N.A., as Syndication Agent ("Chase"), BANK OF AMERICA, N.A., as
Documentation Agent ("Bank of America"), and Lenders (as defined in the Credit
Agreement).
RECITALS:
A. Borrower and Lenders entered into a Credit Agreement dated
September 30, 1999, and a First Amendment to Credit Agreement
dated January 20, 2000 (the "First Amendment") (the Credit
Agreement, the First Amendment, and all other amendments
thereto, including this Amendment, will be referred to
collectively as the "Credit Agreement").
B. Borrower completed the sale of the Sterling Gas Plant on June
16, 2000, and applied the Net Cash Proceeds from the sale to
reduce the Outstanding Obligations to $121,000,000.
C. The conditions precedent to Lenders' consent to Borrower's
issuance of Subordinate Notes, as described in the First
Amendment, were not satisfied, and Borrower no longer has
immediate plans to issue Subordinate Notes.
D. Lenders have redetermined the Borrowing Base in accordance
with Section 4.02 of the Credit Agreement, effective as of the
Effective Date.
▇. ▇▇▇▇▇ Fargo Bank (Texas), N.A. became ▇▇▇▇▇ Fargo Bank Texas,
National Association subsequent to its consolidation with
Norwest Bank El Paso, National Association, resulting in ▇▇▇▇▇
Fargo Bank Texas, National Association, being a Lender under
the Credit Agreement.
F. Borrower and Lenders desire to amend the Credit Agreement as
hereinafter set forth in order to, among other things,
evidence Lenders' consent to the redetermined Borrowing Base;
confirm that Borrower no longer plans to issue the Subordinate
Notes anticipated by the First Amendment; and acknowledge
▇▇▇▇▇ Fargo Bank Texas, National Association as a Lender.
AGREEMENT:
In consideration of the premises, the representations, warranties,
covenants, and agreements contained herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Borrower and Lenders agree as follows, effective only upon satisfaction of each
condition precedent set forth in Section 4.1 below:
ARTICLE 1 - DEFINITIONS.
1.1 Credit Agreement Definitions. Capitalized terms used but not
defined in this Amendment have the meanings given such terms
in the Credit Agreement.
ARTICLE 2 - AMENDMENTS.
2.1 Amendments to Article 1 - Definitions. The definitions of
Borrower's Oil and Gas Properties, Consolidated Interest
Expense, Consolidated Net Income, Consolidated Tangible Net
Worth,
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EBITDA, Initial Borrowing Base, REFC, Security Documents,
Senior Debt and Total Debt in Section 1.01 of the Credit
Agreement are hereby amended in their entirety to read as
follows:
"Borrower's Oil and Gas Properties" means all oil and gas
properties, pipelines, gathering systems, gas processing plants, and
other similar assets owned by Borrower and its Consolidated
Subsidiaries (excluding GLEP and REFC), including related personal
property and other fixed assets and all related easements, servitudes,
and similar real property interests owned by Borrower and its
Consolidated Subsidiaries (excluding GLEP and REFC).
"Consolidated Interest Expense" means with respect to Borrower
and its Consolidated Subsidiaries (excluding GLEP and REFC), on a
consolidated basis for any period, the sum of (a) gross interest
expense (including all cash and accrued interest expense) of Borrower
and its Consolidated Subsidiaries (excluding GLEP and REFC) for that
period on a consolidated basis, including (i) the amortization of debt
discounts, (ii) the amortization of all fees payable in connection with
the occurrence of Debt to the extent included in interest expense, and
(iii) the portion of any payments or accruals with respect to Capital
Leases allocable to interest expense and (b) capitalized interest of
Borrower and its Consolidated Subsidiaries (excluding GLEP and REFC) on
a consolidated basis.
"Consolidated Net Income" means for any period, net income of
Borrower and its Consolidated Subsidiaries (excluding GLEP and REFC)
determined on a consolidated basis in accordance with GAAP.
"Consolidated Tangible Net Worth" means, as of any date, the
consolidated shareholder's equity of Borrower and its Consolidated
Subsidiaries (including GLEP and REFC) which would be reflected on a
consolidated balance sheet for Borrower and its Consolidated
Subsidiaries (including GLEP and REFC) prepared as of such date in
accordance with GAAP less the consolidated Intangible Assets of
Borrower and its Consolidated Subsidiaries (including GLEP and REFC) as
of such date. For purposes of this definition, "Intangible Assets"
means the amount (to the extent reflected in determining such
consolidated shareholder's equity) of all unamortized debt discount and
expense, unamortized deferred charges, goodwill, patents, trademarks,
service marks, trade names, copyrights, organization expenses, and
other intangible items.
"EBITDA" means, for any period, Consolidated Net Income for
that period, plus, without duplication and to the extent deducted from
revenues in determining Consolidated Net Income for that period, (a)
the aggregate amount of Consolidated Interest Expense for that period,
(b) the aggregate amount of letter of credit fees paid during that
period, (c) the aggregate amount of income tax expense for that period,
(d) all amounts attributable to depreciation, depletion and
amortization for that period, (e) all non-cash, extraordinary expenses
during that period including non-cash impairments of long-lived assets
as prescribed under Financial Accounting Standards Board Statements
Nos. 19 and 121, and (f) all losses resulting from the sale of assets
during that period, and minus, without duplication and to the extent
added to revenues in determining Consolidated Net Income for that
period, (i) all non-cash, extraordinary income during that period and
(ii) all gains resulting from the sale of assets during that period, in
each case determined in accordance with GAAP.
"Initial Borrowing Base" means a Borrowing Base in the amount
of $125,000,000.
"REFC" means Range Energy Finance Corporation, a Delaware
corporation that is sometimes referred to by Borrower as 'Independent
Producer Finance' or 'IPF'.
"Security Documents" means the collective reference to the
Guaranty Agreement(s), the Pledge Agreement(s), the Mortgages, and all
other security documents hereafter delivered to Administrative Agent
granting a Lien on any asset or assets of any Person to secure the
Obligations and liabilities of Borrower hereunder and under any of the
other Loan Documents or to secure any guarantee of any of the
obligations and liabilities.
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"Senior Debt" means, at any time outstanding, all Debt of
Borrower and its Consolidated Subsidiaries (excluding GLEP and REFC)
except Subordinated Debt.
"Total Debt" means, at anytime outstanding, all Debt of
Borrower and its Consolidated Subsidiaries (excluding GLEP and REFC).
2.2 Amendments to Article 4 - Borrowing Base. (a) Section 4.02 of
the Credit Agreement is hereby amended in its entirety to read
as follows:
"4.02. Periodic Determination. The Borrowing Base will be
redetermined semiannually on April 1 and October 1,
commencing October 1, 2000, or on such date promptly
following each such date as may be required to
redetermine the Borrowing Base in accordance with the
procedures set forth in Section 4.01(b).
Notwithstanding any provisions to the contrary in
Section 4.01 above, without the approval of all
Lenders, the Borrowing Base resulting from the
Periodic Determination scheduled for October 1, 2000,
shall not exceed $115,000,000."
(b) Section 4.05 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"4.05. Initial Borrowing Base. Subject to the rights of
Borrower to request an earlier Special Determination
pursuant to Section 4.03 above, the rights of Lenders
to request an earlier Special Determination pursuant
to Section 4.04 above, and the rights of Lenders to
reduce the Borrowing Base as provided in Section
7.03(c) below, the Borrowing Base in effect under
this Agreement shall be the Initial Borrowing Base
commencing June 19, 2000, and continuing until the
next Periodic Determination."
2.3 Amendment to Article 5 - Collateral. Section 5.01(a) of the
Credit Agreement is hereby amended in its entirety to read as
follows:
"(a) The Obligations shall be secured by first and
prior Liens (subject only to Permitted Encumbrances) covering
(i) Borrower's Oil and Gas Properties selected by
Administrative Agent which in the aggregate comprise at least
80% of the total Present Value assigned by Administrative
Agent to Borrower's Oil and Gas Properties, (ii) 100% of the
issued and outstanding Equity of each existing and future
Subsidiary of Borrower (exclusive of REFC), and (iii)
Borrower's interest in GLEP."
2.3 Amendments to Article 7 - Representations, Warranties, and
Covenants. (a) Amendments to Affirmative Covenants. (1)
Subparagraphs (1) and (2) of Section 7.02(c) of the Credit
Agreement are hereby amended in their entirety to read as
follows:
"(c) Financial Information. Furnish to Lenders:
(1) Within 90 days after the end of Borrower's fiscal year (which
ends on December 31), a copy of its annual audited
consolidated financial statement including at least a balance
sheet as of the close of the year, a statement of operations,
a statement of changes in shareholders' equity, and a
statement of cash flow, prepared in conformity with GAAP by
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P. or another independent firm of
certified public accountants acceptable to Lenders, together
with a certificate from an Authorized Officer of Borrower that
no Default or Event of Default has occurred or exists;
(2) Within 45 days after the end of each calendar quarter, a copy
of Borrower's unaudited consolidating quarterly financial
statement, prepared in conformity with GAAP, consisting of at
least a balance sheet as of the close of that quarter, a
statement of operations, a statement of changes in
shareholders' equity, and a statement of cash flows for the
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period from the beginning of the fiscal year to the close of
that quarter, certified to be accurate by an Authorized
Officer of Borrower, and accompanied by a certificate of the
signing officer that no Default or Event of Default has
occurred or exists;"
(b) Amendments to Negative Covenants. (1) Section 7.03(g) of the
Credit Agreement is hereby amended in its entirety to read as follows (with the
text of Section 7.03 not quoted herein, Section 7.03(g) as amended below will
read that "Borrower shall not, and shall not permit any Subsidiary to, directly
or indirectly" take the action identified):
"(g) Restricted Payments. Make any Restricted Payment;
provided that so long as no Default or Event of Default exists
and no Default or Event of Default will result from the
Restricted Payment, Restricted Payments not otherwise
prohibited by this Agreement may be made in an aggregate
amount (measured cumulatively from June 30, 1999) not to
exceed the sum of (i) $10,000,000, plus (ii) 50% of the Net
Cash Proceeds to Borrower from all common equity offerings
completed by Borrower after September 30, 1999, plus (ii) 50%
of Borrower's Consolidated Net Income earned after June 30,
1999 (for purposes of this Section 7.03(g) only, Consolidated
Net Income shall exclude non-cash impairments of long-lived
assets as prescribed under Financial Accounting Standards
Board Statements Nos. 19 and 121); and provided further that,
notwithstanding the foregoing, Borrower shall not pay
dividends with respect to its common Equity."
(2) Section 7.03 of the Credit Agreement is hereby amended to add
the following paragraph (q) (with the text of Section 7.03 not quoted herein,
Section 7.03(q) as added below will read that "Borrower shall not, and shall not
permit any Subsidiary to, directly or indirectly" take the action identified):
"(q) Restrictions on Dividends and Interest Payments. Pay
dividends with respect to its common Equity or its Preferred
Stock or pay interest with respect to its 5 3/4% convertible
junior subordinated debentures issued in October 1997;
provided that, Borrower may pay dividends with respect to its
$2.03 convertible exchangeable Preferred Stock issued in
November 1995 or pay interest with respect to its 5 3/4%
convertible junior subordinated debentures issued in October
1997 as long as the dividend or interest payments do not cause
a breach of the Total Debt Interest Coverage Ratio set out in
Section 7.04(c) of this Agreement (for purposes of calculating
the Total Debt Interest Coverage Ratio for this Section
7.03(q), the denominator in the ratio, which is the
Consolidated Interest Expense on Total Debt, shall include all
dividends paid by Borrower with respect to its Preferred
Stock)."
(c) Amendments to Financial Covenants. Section 7.04 of the Credit
Agreement is hereby amended in its entirety to read as follows:
"7.04. Financial Covenants. So long as this
Agreement remains in force, Borrower and its Consolidated
Subsidiaries (which shall include GLEP and REFC with respect
to Section 7.04(a) but shall exclude GLEP and REFC with
respect to Sections 7.04(b) through (f)) shall maintain, on a
consolidated basis, the following (all calculated in
accordance with GAAP as of the end of Borrower's most recent
fiscal quarter):
(a) Consolidated Tangible Net Worth. A
minimum Consolidated Tangible Net Worth as of any date which
is not less than the sum of (i) $175,000,000, plus (ii) 50% of
the net proceeds to Borrower from the
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issuance of Equity securities on or after September 30, 1999
(for purposes of this Section 7.04(a) only, Consolidated
Tangible Net Worth shall exclude non-cash impairments of
long-lived assets as prescribed under Financial Accounting
Standards Board Statements Nos. 19 and 121);
(b) Senior Debt Interest Coverage
Ratio. A ratio (calculated as set out below) of EBITDA to
Consolidated Interest Expense on Senior Debt of at least 3.0
to 1.0;
(c) Total Debt Interest Coverage Ratio.
A ratio (calculated as set out below) of EBITDA to
Consolidated Interest Expense on Total Debt of at least 2.5 to
1.0;
(d) Senior Debt Leverage Ratio. A ratio
(calculated as set out below) of Senior Debt to EBITDA not in
excess of 3.0 to 1.0;
(e) Total Debt Leverage Ratio. A ratio
(calculated as set out below) of Total Debt to EBITDA not in
excess of 5.0 to 1.0; and
(f) Current Ratio. A ratio of current
assets to current liabilities on any date of at least 1.0 to
1.0 (for purposes of this calculation, current assets will
include an amount equal to the Unused Availability and current
liabilities will exclude current maturities of long term Debt
of Borrower to Lenders under this Agreement).
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For Borrower's fiscal quarters ending June 30, 2000, September
30, 2000, and December 31, 2000, the ratios in Sections
7.04(b), (c), (d), and (e) above will be calculated on an
annualized basis (with the fiscal year commencing January 1,
2000, and ending December 31, 2000). After December 31, 2000,
the ratios will be calculated for Borrower's most recent
rolling twelve month period ending at the end of each
quarter."
2.5 ▇▇▇▇▇ Fargo Consolidation. The Credit Agreement is hereby
amended to change ▇▇▇▇▇ Fargo Bank (Texas), N.A. wherever it appears to ▇▇▇▇▇
Fargo Bank Texas, National Association.
2.6 Schedules and Exhibits. The Credit Agreement is hereby amended
to replace Schedules 1 and 2 to the Credit Agreement with Schedules 1 and 2
attached to this Amendment. Schedule 3 is attached for information purposes
only.
ARTICLE 3 - CONSENTS.
3.1 Lapse of Consent for Additional Notes Offering. The conditions
precedent to Lenders' consent to the issuance of additional Subordinate Notes by
Borrower, which are outlined in the First Amendment, were not met, and Borrower
is no longer authorized to issue Subordinate Notes as contemplated by the First
Amendment.
ARTICLE 4 - CONDITIONS PRECEDENT.
4.1 Conditions Precedent. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent, unless
specifically waived in writing by Administrative Agent:
(a) Closing Deliveries. Administrative Agent shall have
received this Amendment, properly executed by all required parties.
(b) No Material Adverse Effect. No event or condition
shall have occurred which is reasonably expected to have a Material Adverse
Effect.
(c) No Legal Prohibition. The transactions contemplated
by this Amendment shall be permitted by applicable law and regulation and shall
not subject Agents, any Lender, Borrower, or any Subsidiary to any material
adverse change in their assets, liabilities, financial condition, or prospects.
(d) No Litigation. No litigation, arbitration, or similar
proceeding shall be pending or threatened against Borrower or any Subsidiary
which calls into question the validity or enforceability of the Credit Agreement
(as amended hereby) or the other Loan Documents.
(e) No Default. No Default or Event of Default shall have
occurred and be continuing.
(f) Other Matters. All matters related to this Amendment,
the other Loan Documents, and Borrower and its Subsidiaries shall be acceptable
to Administrative Agent and each Lender in their discretion, and Borrower shall
have delivered to Administrative Agent and each Lender such evidence as they
shall request to substantiate any matters related to the Credit Agreement (as
amended hereby), the other Loan Documents and Borrower and its Subsidiaries as
Administrative Agent or any Lender shall request.
ARTICLE 5 - RATIFICATIONS, REPRESENTATIONS, AND COVENANTS.
5.1 Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Credit Agreement and the other Loan Documents, and, except as
expressly modified and superseded by this Amendment, the terms and provisions of
the Credit Agreement and the other Loan Documents are ratified and confirmed and
shall continue in full force and effect. Borrower and Lenders agree that the
Credit Agreement and the other Loan Documents, as amended hereby, shall continue
to be legal, valid, binding, and enforceable in accordance with their respective
terms.
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5.2 Representations and Covenants. Borrower hereby represents and
warrants to Lenders that (a) the execution, delivery, and performance of this
Amendment and any and all other Loan Documents executed or delivered in
connection herewith have been authorized by all requisite corporate action on
the part of Borrower and will not violate the Articles of Incorporation or
Bylaws of Borrower; (b) the representations and warranties contained in the
Credit Agreement, as amended hereby, and any other Loan Documents are true and
correct on and as of the date hereof, as though made on and as of such date; (c)
no Default or Event of Default under the Credit Agreement, as amended hereby,
has occurred and is continuing; and (d) Borrower is in full compliance with all
covenants and agreements contained in the Credit Agreement and the other Loan
Documents, as amended hereby.
ARTICLE 6 - MISCELLANEOUS PROVISIONS.
6.1 No Waiver. Except as specifically provided in this Amendment,
nothing contained in this Amendment shall be construed as a waiver by Lenders of
any covenant or provision of the Credit Agreement, the other Loan Documents,
this Amendment, or of any other contract or instrument between Borrower and
Lenders, and the failure of Lenders at any time or times hereafter to require
strict performance by Borrower of any provision thereof shall not waive, affect,
or diminish any right of Lenders to thereafter demand strict compliance
therewith. Lenders hereby reserve all rights granted under the Credit Agreement,
the other Loan Documents, this Amendment, and any other contract or instrument
between Borrower and Lenders.
6.2 Survival of Representations and Warranties. All
representations and warranties made in the Credit Agreement or any other Loan
Documents, including, without limitation, any document furnished in connection
with this Amendment, shall survive the execution and delivery of this Amendment
and the other Loan Documents, and no investigation by Agents or any Lender shall
affect the representations and warranties or the right of Agents or any Lender
to rely upon them.
6.3 Reference to Credit Agreement. Each of the Credit Agreement
and the other Loan Documents, and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby
amended so that any reference in the Credit Agreement and such other Loan
Documents to the Credit Agreement shall mean a reference to the Credit Agreement
as amended hereby.
6.4 Expenses of Agent. As provided in the Credit Agreement,
Borrower agrees to pay on demand all reasonable costs and expenses incurred by
Administrative Agent in connection with the preparation, negotiation, and
execution of this Amendment and the other Loan Documents executed pursuant
hereto and any and all amendments, modifications, and supplements thereto,
including, without limitation, the costs and fees of Administrative Agent's
legal counsel, and all reasonable costs and expenses incurred by Lenders in
connection with the enforcements or preservation of any rights under the Credit
Agreement, as amended hereby, or any other Loan Documents, including, without
limitation, the reasonable costs and fees of Administrative Agent's legal
counsel.
6.5 Severability. Any provisions 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 provisions so held to be invalid or unenforceable.
6.6 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of Lenders and Borrower and their respective
successors and assigns, except that Borrower may not assign or transfer any of
its rights or obligations hereunder without the prior written consent of
Lenders.
6.7 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
6.8 Effect of Waiver. No consent or waiver, express or implied, by
Administrative Agent or any Lender to or for any breach of or deviation from any
covenant or condition by Borrower shall be deemed a consent to or waiver of any
other breach of the same or any other covenant, condition, or duty.
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6.9 Headings. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.
6.10 Applicable Law. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE
IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS UNLESS THE LAWS GOVERNING NATIONAL BANKS SHALL HAVE APPLICATION.
6.11 Final Agreement. THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE AGREEMENT OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS
EXECUTED. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY,
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE
PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE, OR AMENDMENT OF ANY
PROVISION OF THIS AMENDMENT SHALL BE MADE EXCEPT BY A WRITTEN AGREEMENT SIGNED
BY BORROWER AND LENDERS.
Executed as of the Effective Date.
BORROWER:
RANGE RESOURCES CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Vice President
and Chief Financial Officer
AGENTS:
BANK ONE, TEXAS, N.A.,
as Administrative Agent and a Lender
By: /s/ W. ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------
W. ▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
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CHASE BANK OF TEXAS, N.A.,
as Syndication Agent and a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Managing
Director
BANK OF AMERICA, N.A.,
as Documentation Agent and a Lender
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
J. ▇▇▇▇▇ ▇▇▇▇▇▇, Managing Director
BANKERS TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Director
OTHER LENDERS:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, AVP
FLEET NATIONAL BANK,
formerly known as BankBoston, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
CIBC INC.
By: /s/ M. ▇▇▇▇ ▇▇▇▇▇▇
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M. ▇▇▇▇ ▇▇▇▇▇▇, Authorized Signature
▇▇▇▇▇ FARGO BANK TEXAS,
NATIONAL ASSOCIATION, successor by
consolidation to ▇▇▇▇▇ Fargo Bank (Texas), N.A.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Philippe Soustra
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Philippe Soustra, Senior Vice President
ABN AMRO BANK N.V.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇, Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Assistant Vice President
BANK OF SCOTLAND
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, Senior Vice President
THE SANWA BANK, LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
Schedules
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Schedule 1 - Commitments
Schedule 2 - Addresses for Notices
Schedule 3 - List of Subsidiaries
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