EXHIBIT 4.5
LIMITED WAIVER AND
AMENDMENT NO. 2
[EXECUTION COUNTERPART]
LIMITED WAIVER AND AMENDMENT NO. 2
LIMITED WAIVER AND AMENDMENT NO. 2 (this "Agreement") dated as
of March 30, 1998 among:
IMATION CORP., a Delaware corporation (the "Borrower");
each of the lenders party to the Credit Agreement referred to
below (the "Lenders"); and
CITICORP USA, INC., as administrative agent (in such capacity,
the "Administrative Agent").
The Borrower, the Lenders, certain Issuing Banks and Swing
Line Lenders and the Administrative Agent are parties to the Credit Agreement
dated as of July 1, 1996 (as from time to time amended, the "Credit Agreement").
The Borrower has requested the Lenders to waive compliance with certain
provisions of the Credit Agreement in certain respects for the period from the
date hereof to January 5, 1999, and to amend the Credit Agreement in certain
respects, all on the terms and conditions set forth herein.
To induce the Lenders to enter into this Agreement, the
Borrower has agreed (1) to execute and deliver (and cause its U.S. Subsidiaries
to execute and deliver) mortgages, pledge agreements and security agreements
providing for security interests and Liens (subject to no equal or prior Liens,
other than Liens permitted under the Credit Agreement) to be granted by them on
certain of their respective personal and real property located in the United
States, on all of the capital stock of their direct and indirect U.S.
Subsidiaries and on 65% of the capital stock of their direct non-U.S.
Subsidiaries, as collateral security for the Obligations of the Borrower under
the Credit Agreement and, on a second priority basis and only for so long as
Obligations under the Credit Agreement are so secured, for all other Obligations
owing by the Borrower to the Lenders, and (2) to cause its U.S. Subsidiaries to
guarantee such Obligations.
Accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Agreement, terms defined in the Credit Agreement are used herein as defined
therein.
Section 2. Limited Waiver. Subject to the satisfaction of the
conditions precedent set forth in Section 5, but effective as of the date
hereof, the Lenders hereby waive compliance with Sections 5.04(a), (b) and (c)
of the Credit Agreement during the period from December 17, 1997 to January 5,
1999.
Section 3. Amendments. Subject to the satisfaction of the
conditions precedent set forth in Section 5, but effective as of the date
hereof, the Credit Agreement shall be amended as follows:
A. Definitions. Section 1.01 of the Credit Agreement shall be
amended by inserting the following definitions (or, in the case of any
definition for a term that is defined in the Credit Agreement before
giving effect to this Agreement, by amending and restating such
definition to read as set forth below):
"Applicable Fee Percentage" means (1) during the
period from March 30, 1998 through and including June 30,
1998, 0.25%; (2) during the period from July 1, 1998 through
and including September 30, 1998, 0.375%; and (3) from and
after October 1, 1998, 0.50%.
"Applicable Margin" means:
(a) for Eurodollar Advances (1) during the period
from March 30, 1998 through and including June 30, 1998,
1.50%; (2) during the period from July 1, 1998 through and
including September 30, 1998, 1.875%; and (3) from and after
October 1, 1998, 2.75%; and
(b) for Base Rate Advances, 1.00%.
"Loan Documents" means, collectively, this Agreement,
the Notes, the Security Documents and the Subsidiary
Guarantees.
"Mortgage" means a Mortgage, Deed of Trust,
Assignment of Rents, Security Agreement and Fixture Filing or
other similar document executed by the Borrower and each of
its U.S. Subsidiaries in favor of the Administrative Agent (or
a collateral trustee selected by the Administrative Agent) for
the benefit of the Administrative Agent and the Lenders, in
form and substance satisfactory to the Administrative Agent,
covering real estate, fixtures and related property comprising
part of the Pledged Property, as the same shall be modified
and supplemented and in effect from time to time.
"Non-U.S. Subsidiary" means a Subsidiary of the
Borrower that is not a U.S. Subsidiary.
"Pledged Property" means, collectively, all of the
right, title and interest of the Borrower and its U.S.
Subsidiaries (whether now owned or hereafter acquired, and
wherever located) in and to:
(x) all personal and real property located
in the United States (including, without limitation,
inventory, equipment, accounts receivable,
intercompany and other notes, other instruments and
other general
intangibles), but excluding inventory in the
Borrower's "Customer Solutions" business,
intellectual property and leasehold interests;
(y) all capital stock of their respective
U.S. Subsidiaries; and
(z) 65% of the capital stock of their
respective direct Non-U.S. Subsidiaries.
"Post-Default Rate" means a rate per annum equal to
2% plus the Base Rate as in effect from time to time plus the
Applicable Margin for Base Rate Advances (provided that, if
the Post-Default Rate is being determined with respect to the
principal of a Eurodollar Rate Advance and the date of
determination is a day other than the last day of the Interest
Period therefor, the "Post-Default Rate" for such principal
shall be, for the period for and including such due date to
but excluding the last day of such Interest Period, 2% plus
the interest rate for such Advance as provided in Section
2.08(a)(ii) and, thereafter, the rate provided for above in
this definition).
"Receivables Subsidiary" means a Subsidiary of the
Borrower formed solely for the purpose of acquiring and
selling receivables (and performing related obligations) under
a Permitted Receivables Facility.
"Required Date" means:
(a) with respect to real estate and fixtures,
June 30, 1998;
(b) with respect to capital stock of Non-U.S.
Subsidiaries, June 30, 1998; and
(c) with respect to all other Pledged Property
(including, without limitation, inventory, equipment, accounts
receivable, intercompany and other notes, other instruments,
other general intangibles and capital stock of U.S.
Subsidiaries), April 30, 1998.
"Rolling Period" means a period of four consecutive
fiscal quarters of the Borrower; provided that, for purposes
of determining compliance with Section 5.04(d) for any time
prior to December 31, 1998, "Rolling Period" means the fiscal
quarters of the Borrower that have ended after December 31,
1997.
"Security Agreement" means a Pledge and Security
Agreement, in form and substance satisfactory to the
Administrative Agent, between the Borrower and the
Administrative Agent covering the Pledged Property owned by
the Borrower, as the same shall be modified and supplemented
and in effect from time to time.
"Security Documents" means, collectively, the
Security Agreement, the Mortgages, all Subsidiary Security
Agreements, all other security agreements required to be
executed and delivered pursuant hereto and all Uniform
Commercial Code financing statements and other instruments
required by such documents to be filed with respect to the
security interests and Liens in personal property, real estate
and fixtures created pursuant thereto.
"Subsidiary Guarantee" means a Subsidiary Guarantee
Agreement, in form and substance satisfactory to the
Administrative Agent, between a U.S. Subsidiary of the
Borrower and the Administrative Agent pursuant to which such
Subsidiary guarantees (x) the Obligations of the Borrower
under the Credit Agreement and (y) only for so long as
Obligations under the Credit Agreement are so guaranteed, all
other Obligations owing by the Borrower to the Lenders, as the
same shall be modified and supplemented and in effect from
time to time.
"Subsidiary Security Agreement" means a Pledge and
Security Agreement, in form and substance satisfactory to the
Administrative Agent, between a U.S. Subsidiary of the
Borrower and the Administrative Agent covering the Pledged
Property owned by such Subsidiary, as the same shall be
modified and supplemented and in effect from time to time.
"U.S. Subsidiary" means a Subsidiary of the Borrower
that is organized under the laws of the United States.
B. Mandatory Prepayments. Section 2.07(b) of the Credit
Agreement shall be amended by restating clause (i) thereof to read as
follows:
"(i) Sale of Assets. Without limiting the obligation
of the Borrower to obtain the consent of the Required Lenders
pursuant to Section 5.02(d) to any Disposition not otherwise
permitted hereunder, on January 5, 1999 the Commitments shall
be reduced, and, to the extent required by Section 2.07(c),
the Borrower shall prepay the Advances (and/or provide cover
for Letter of Credit Liabilities as specified in Section
2.07(d)), in an aggregate amount equal to (A) 100% of the Net
Available Proceeds of all Dispositions theretofore consummated
minus (B) the amount of such Net Available Proceeds
theretofore reinvested in the Borrower's "Product Technology",
"Customer Solutions" and "Growth Technology" businesses
(PROVIDED that, if the property that was the subject of such
Disposition constituted Pledged Property, such Net Available
Proceeds must be so reinvested in property constituting
Pledged Property subject (or required to be subject) to the
Liens under the Security Documents); provided that (1) for
purposes of this clause (i) the aggregate Net Available
Proceeds of each Disposition or series of related Dispositions
shall be deemed to be reduced by $10,000,000 (but shall not be
deemed to be less than zero) and (2) neither Permitted
Sale-Leaseback Transactions, sales of Receivables nor
Dispositions
identified on Schedule I to Limited Waiver and Amendment No. 2
hereto shall be deemed to be "Dispositions" for purposes of
this clause (i)."
C. Post-Default Rate. Section 2.08 of the Credit Agreement
shall be amended by restating paragraph (b) thereof to read as follows:
"(b) Post-Default Interest. Notwithstanding Section
2.08(a), if (x) the Borrower shall fail to pay when due (by
prepayment, acceleration or otherwise) any amount payable
under any Loan Document, or (y)(i) an Event of Default shall
have occurred and be continuing during any period and (ii) the
Administrative Agent or the Required Lenders, through the
Administrative Agent, shall have notified the Borrower
thereof, the Borrower shall, notwithstanding anything else in
this Agreement to the contrary, pay to the Administrative
Agent for account of each Lender interest, so long as such
failure or Event of Default continues, at the applicable
Post-Default Rate on any principal of any Advance made by such
Lender to the Borrower, and on any other amount whatsoever
then due and payable by the Borrower hereunder or under the
Notes held by such Lender to or for account of such Lender,
such interest to be payable from time to time on demand."
D. Material Adverse Change Representation. Section 4.01(f)
of the Credit Agreement shall be amended by restating clause (iii)
thereof to read as follows:
"(iii) Except as disclosed in the quarterly reports
filed by the Borrower with the Securities and Exchange
Commission on Form 10-Q with respect to the Borrower's fiscal
quarters ended March 31, 1997, June 30, 1997 and September 30,
1997, and in the reports filed by the Borrower with the
Securities and Exchange Commission on Form 8-K during the
period from October 1, 1997 through March 1, 1998, since
December 31, 1996, there has been no Material Adverse Change."
E. Financial Advisor. The Credit Agreement shall be amended by
adding the following Section 5.01(j) thereto:
"(j) Financial Advisor. As soon as possible and in
any event by no later than April 30, 1998, engage one of the
firms identified on Schedule II-A to Limited Waiver and
Amendment No. 2 hereto as financial advisor for the Borrower
and its Subsidiaries to assist the Borrower and its
Subsidiaries with the matters identified on Schedule II-B to
Limited Waiver and Amendment No. 2 hereto."
F. Obligations Respecting Subsidiaries, Etc. The Credit
Agreement shall be amended by adding the following Section 5.01(k)
thereto:
"(k) New Subsidiaries. In the event that it or any of
its U.S. Subsidiaries shall form or acquire any new U.S.
Subsidiary (other than a Receivables Subsidiary) after March
1, 1998, cause such new U.S. Subsidiary, as soon as possible
and in any event within 30 days after such formation or
acquisition, (x) to execute and deliver a Subsidiary
Guarantee, (y) to pledge and grant a security interest in all
or substantially all of the Pledged Property owned by such new
Subsidiary to the Administrative Agent for the benefit of the
Lenders pursuant to a Subsidiary Security Agreement, one or
more Mortgages and other Security Documents and (z) to deliver
such proof of corporate action, incumbency of officers,
opinions of counsel and other documents as is consistent with
those delivered by the Borrower and each of its Subsidiaries
pursuant to Section 5.01(l) or as the Administrative Agent
shall have requested. In addition, after March 1, 1998, the
Borrower will not, and will not permit any of its Material
Subsidiaries (other than a Receivables Subsidiary) to, enter
into any indenture, agreement, instrument or other arrangement
(including, without limitation, any amendment or other
modification of any indenture, agreement or instrument
outstanding on March 1, 1998) that, directly or indirectly,
prohibits or restrains, or has the effect of prohibiting or
restraining, or imposes materially adverse conditions upon,
the incurrence or payment of Debt, the granting of Liens, the
declaration or payment of dividends, the making of loans,
advances or other investments or the sale, assignment,
transfer or other disposition of property (in each case except
for such provisions contained herein or in the other Loan
Documents)."
G. Collateral Security, Etc. The Credit Agreement shall be
amended by adding the following new Section 5.01(l) thereto:
"(l) Collateral Security, Etc. Execute and deliver,
and cause each of its U.S. Subsidiaries (other than
Receivables Subsidiaries) to execute and deliver, (x) as soon
as possible and in any event, for any type of Pledged
Property, by no later than the Required Date therefor, (i) in
the case of the Borrower, the Security Agreement, one or more
Mortgages and other Security Documents, and (ii) in the case
of each such U.S. Subsidiary of the Borrower, a Subsidiary
Security Agreement, one or more Mortgages and other Security
Documents, collectively granting to the Administrative Agent,
for the benefit of the Lenders, a security interest in and
lien on all or substantially all of the Pledged Property,
subject to no equal or prior liens (other than Liens permitted
under Section 5.02(b) of the Credit Agreement); and (y) as
soon as possible and in any event by no later than April 30,
1998, a Subsidiary Guarantee by each such U.S. Subsidiary, in
each case together with:
(1) Stock Certificates, Etc. All stock
certificates and other instruments comprising part of
the Pledged Property, accompanied by undated stock
powers executed in blank. In addition, the Borrower
and each such U.S. Subsidiary shall have taken such
other action (including, without limitation,
delivering to the Administrative Agent, for filing,
appropriately completed and duly executed copies of
Uniform Commercial Code financing statements) as the
Administrative Agent shall have requested in order to
perfect the security interests created pursuant to
the Security Agreement, the Subsidiary Security
Agreements and the other Security Documents.
(2) Mortgage Insurance, Etc. One or more
mortgagee policies of title insurance on forms of and
issued by one or more title companies satisfactory to
the Administrative Agent (the "Title Companies"),
insuring the validity and priority of the Liens
created under the Mortgages for and in amounts
satisfactory to the Administrative Agent, subject
only to such exceptions as are satisfactory to the
Administrative Agent and, to the extent necessary
under applicable law, for filing in the appropriate
county land offices, Uniform Commercial Code
financing statements covering fixtures, in each case
appropriately completed and duly executed; if
requested by the Administrative Agent, as-built
surveys of recent date of each of the facilities to
be covered by the Mortgages, showing such matters as
may be required by the Administrative Agent, which
surveys shall be in form and content acceptable to
the Administrative Agent, and certified to the
Administrative Agent and to each Lender and the Title
Companies, and shall have been prepared by a
registered surveyor acceptable to the Administrative
Agent; and certified copies of permanent and
unconditional certificates of occupancy (or, if it is
not the practice to issue certificates of occupancy
in the jurisdiction in which the facilities to be
covered by the Mortgages are located, then such other
evidence reasonably satisfactory to the
Administrative Agent) permitting the fully
functioning operation and occupancy of each such
facility and of such other permits necessary for the
use and operation of each such facility issued by the
respective governmental authorities having
jurisdiction over each such facility. In addition,
the Borrower shall have paid to the Title Companies
all expenses and premiums of the Title Companies in
connection with the issuance of such policies and in
addition shall have paid to the Title Companies an
amount equal to the recording and stamp taxes payable
in connection with recording the Mortgages in the
appropriate county land offices.
(3) Corporate Documents, Etc. Certified
copies of the charter and by-laws (or equivalent
documents) of the Borrower and each of its
Subsidiaries that is required to be a party to a
Security Document or a Subsidiary Guarantee (each, an
"Obligor") and of all corporate or other authority
for each Obligors (including, without limitation,
board of director resolutions and evidence of the
incumbency, including specimen signatures, of
officers) with respect to the execution, delivery and
performance of such of the Security Documents to
which such Obligor is intended to be a party and each
other document to be delivered by such Obligor from
time to time in connection herewith.
(4) Opinion of Counsel to the Obligors.
Opinions of counsel to each Obligor, in form and
substance (and delivered by counsel) satisfactory to
the Administrative Agent covering the Security
Documents (and any Subsidiary Guarantee) to which
such Obligor is a party and as to such other matters
as the Administrative Agent or any Lender may
reasonably request.
(5) Opinions of Local Counsel. To the extent
reasonably requested by the Administrative Agent
(determined in light of the value of the related
Pledged Property), opinions of local counsel in all
or a portion of the jurisdictions in which the
Pledged Property is located and in which any Non-U.S.
Subsidiary is organized, in each case in form and
substance (and delivered by counsel) satisfactory to
the Administrative Agent and covering such others
matters as the Administrative Agent or any Lender may
reasonably request.
(6) Opinion of Special New York Counsel to
the Administrative Agent. An opinion of Milbank,
Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special New York counsel to
the Administrative Agent, as to the matters
contemplated hereby and otherwise in form and
substance satisfactory to the Administrative Agent.
(7) Environmental Survey and Questionnaire.
To the extent requested by the Administrative Agent,
an environmental survey and assessment prepared by a
firm of licensed engineers (familiar with the
identification of toxic and hazardous substances) in
form and substance satisfactory to the Administrative
Agent, such environmental survey and assessment to be
based upon physical on-site inspections by such firm
of each of the existing sites and facilities owned,
operated or leased by the Borrower and its
Subsidiaries within the United States, as well as an
historical review of the uses of such sites and
facilities and of the business and operations of the
Borrower and its Subsidiaries (including any former
Subsidiaries or divisions of the Borrower or any of
its Subsidiaries that have been disposed of prior to
the date of such survey and assessment and with
respect to which the Borrower or any of its
Subsidiaries may have retained liability for
environmental claims).
(8) Other Documents. Such other documents as
the Administrative Agent or any Lender or special New
York counsel to the Administrative Agent may
reasonably request."
H. Liens. Section 5.02(a) of the Credit Agreement shall be
amended:
(1) by adding, at the end of clause (i) thereof, ",
excluding from the operation of the foregoing restrictions in
this clause (i) Liens in favor of the
Administrative Agent for the benefit of the Administrative
Agent and the Lenders, Swing Line Lenders and Issuing Banks
hereunder"; and
(2) by adding, at the end thereof, "Notwithstanding
the foregoing provisions of this Section 5.02(a), Liens on
property of Non-U.S. Subsidiaries may be granted to secure
Obligations (including, without limitation, Debt and
contingent liabilities) outstanding, or committed to be made,
as of March 1, 1998."
I. Minimum EBITDA. Section 5.04 of the Credit Agreement
shall be amended by adding the following paragraph (d) thereto:
"(d) Minimum EBITDA. Maintain EBITDA of not less than
the amount set forth below for each Rolling Period ending on
the dates set forth below:
Date Amount
March 31, 1998 $ 31,000,000
June 30, 1998 $ 78,000,000
September 30, 1998 $135,000,000
December 31, 1998 $209,000,000"
J. Events of Default. Section 6.01 of the Credit Agreement
shall be amended by restating paragraphs (b) and (c) to read as set
forth below and by adding the following new paragraphs (n) and (o)
thereto:
"(b) any representation or warranty made by the
Borrower or any of its Subsidiaries (or any of their
respective officers) under or in connection with any Loan
Document shall prove to have been incorrect in any material
respect when made; or
(c) the Borrower shall fail to perform or observe any
term, covenant or agreement contained in clause (j), (k) or
(l) of ▇▇▇▇▇▇▇ ▇.▇▇, ▇▇ ▇▇▇▇▇▇ (▇), (▇), (▇), (▇), (▇), (▇),
(▇) or (i) of Section 5.02, or clause (a), (f) or (k) of
Section 5.03, or Section 5.04; or
(n) the Borrower or any of its Subsidiaries shall
default in the performance of any of its obligations in any of
the Security Documents and such default shall continue
unremedied for a period of thirty or more days after notice
thereof to the Borrower by the Administrative Agent or any
Lender (through the Administrative Agent); or
(l) the Liens created by the Security Documents shall
at any time not constitute a valid and perfected Lien on the
collateral intended to be covered thereby (to the extent
perfection by filing, registration, recordation or possession
is required herein or therein) in favor of the Administrative
Agent, free and clear
of all other Liens (other than Liens permitted under Section
5.02(b) or under the respective Security Documents), or,
except for expiration in accordance with its terms, any of the
Security Documents shall for whatever reason be terminated or
cease to be in full force and effect, or the enforceability
thereof shall be contested by the Borrower or any of its
Subsidiaries;"
K. Certain Consents. The Credit Agreement shall be amended by
adding the following Section 8.15 thereto:
"Section 8.15. Consents under Security Documents.09
Consents under Other Loan Documents. The Administrative Agent
may, with the prior consent of the Required Lenders (but not
otherwise), consent to any modification, supplement or waiver
under any of the Security Documents, provided that, without
the prior consent of each Lender, the Administrative Agent
shall not (except as provided herein or in the Security
Documents) release any collateral or otherwise terminate any
Lien under any Security Document providing for collateral
security, agree to additional obligations being secured by
such collateral security (unless the Lien for such additional
obligations shall be junior to the Lien in favor of the other
obligations secured by such Security Document, in which event
the Administrative Agent may consent to such junior Lien
provided that it obtains the consent of the Required Lenders
thereto), alter the relative priorities of the obligations
entitled to the benefits of the Liens created under the
Security Documents, except that no such consent shall be
required, and the Administrative Agent is hereby authorized,
to release any Lien covering property that is the subject of
either a disposition of property permitted hereunder or a
disposition to which the Required Lenders have consented."
L. General. References in the Credit Agreement to "this
Agreement" (including indirect references such as "hereunder",
"hereby", "herein" and "hereof") shall be deemed to be references to
the Credit Agreement as amended hereby.
Section 4. Representations and Warranties. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that, after
giving effect hereto:
(a) the representations and warranties contained in each Loan
Document are correct on and as of the date hereof, as though made on
and as of such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such
specific date); and
(b) no event has occurred and is continuing that constitutes a
Default or an Event of Default.
Section 5. Conditions Precedent. The waivers set forth in
Section 2, and the amendments to the Credit Agreement set forth in Section 3,
shall become effective (as of the date
hereof) upon the satisfaction of the conditions precedent that the
Administrative Agent shall have received the following:
(a) Executed Agreement. This Agreement, duly executed and
delivered by the Borrower, the Required Lenders and the Administrative
Agent.
(b) Up-Front Fees, Etc. Such fees as the Borrower shall have
agreed to pay in connection with the waivers and amendments
contemplated hereby.
(c) Other Documents. Such other documents as the
Administrative Agent, any Lender or special New York counsel to the
Administrative Agent may reasonably request.
Section 6. Costs and Expenses. Without limiting Section
8.04(a) of the Credit Agreement, the Borrower agrees to pay on demand all costs
and expenses of the Administrative Agent in connection with the preparation,
execution, delivery and performance of this Agreement, the Security Documents
and Subsidiary Guarantees (whether or not any of the transactions contemplated
by this Agreement are consummated), including the reasonable fees and expenses
of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the Administrative Agent.
Section 7. Miscellaneous. Except as herein provided, the
Credit Agreement and each of the other Loan Documents shall remain unchanged and
in full force and effect. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart. This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York.
* * *
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.
THE BORROWER
IMATION CORP.
By____________________________
Name:
Title:
THE ADMINISTRATIVE AGENT
CITICORP USA, INC.
By____________________________
Name:
Title:
THE LENDERS
CITICORP USA, INC.
By____________________________
Name:
Title:
BANCA COMMERCIALE ITALIANA-
CHICAGO BRANCH
By____________________________
Name:
Title:
By____________________________
Name:
Title:
FIRST BANK NATIONAL ASSOCIATION
By____________________________
Name:
Title:
THE SUMITOMO BANK, LIMITED, CHICAGO
BRANCH
By____________________________
Name:
Title:
BANK OF MONTREAL
By____________________________
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By____________________________
Name:
Title:
DEUTSCHE BANK AG NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By____________________________
Name:
Title:
By____________________________
Name:
Title:
MELLON BANK, N.A.
By____________________________
Name:
Title:
THE SAKURA BANK, LIMITED-CHICAGO
BRANCH
By____________________________
Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By____________________________
Name:
Title:
By____________________________
Name:
Title:
THE YASUDA TRUST & BANKING
COMPANY, LIMITED
By____________________________
Name:
Title:
BANK OF AMERICA ILLINOIS
By____________________________
Name:
Title:
THE FUJI BANK, LIMITED
By____________________________
Name:
Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD. CHICAGO BRANCH
By____________________________
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By____________________________
Name:
Title:
SOCIETE GENERALE
By____________________________
Name:
Title:
NATIONSBANK, N.A.
By____________________________
Name:
Title:
