<PAGE>   1
                                                                   Exhibit 10.33


                                SECOND AMENDMENT

         THIS SECOND AMENDMENT (this "AMENDMENT") dated as of December 31, 1999,
to the Credit Agreement referenced below, is by and among AVTEAM, INC., a
Florida corporation, the Subsidiaries of the Borrower identified as Guarantors
on the signature pages hereto, the lenders identified herein, and Bank of
America, N.A., a national banking association formerly known as NationsBank,
N.A., as Administrative Agent. Terms used herein but not otherwise defined
herein shall have the meanings provided to such terms in the Credit Agreement.

                               W I T N E S S E T H

         WHEREAS, a $70 million credit facility has been extended to the
Borrower pursuant to the terms of that Credit Agreement dated as of April 30,
1998 (as amended and modified, the "CREDIT AGREEMENT") among the Borrower, the
Subsidiaries of the Borrower identified as Guarantors therein, the Lenders
identified therein, and NationsBank, N.A.
(now known as Bank of America, N.A.), as Administrative Agent;

         WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement;

         WHEREAS, the requested modifications require the consent of the
Required Lenders;

         WHEREAS, the Required Lenders have agreed to the requested
modifications on the terms and conditions set forth herein;

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1.       The Credit Agreement is amended in the following respects:

         1.1 Effective June 7, 2000 with respect to each Extension of Credit
         made after such date and each Extension of Credit outstanding on such
         date, the pricing grid in the definition of "Applicable Percentage" in
         Section 1.1 of the Credit Agreement is hereby amended to read as
         follows:

<TABLE>
<CAPTION>

                                                                                          Eurodollar
                                                                                            Margin
                               Consolidated                                                   and
       Pricing               Senior Leverage                            Base Rate           Letter of            Commitment
        Level                     Ratio                                  Margin            Credit Fee               Fee
       -------               ----------------                           ---------           -----------          -----------
        <S>         <C>                                                   <C>                 <C>                  <C>
          I                   more than 3.5                               2.00%               3.50%                0.500%

         II        more than 3.0 but less than or equal to 3.5            1.25%               2.75%                0.500%

         III       more than 2.5 but less than or equal to 3.0            1.00%               2.50%                0.500%

         IV        more than 2.0 but less than or equal to 2.5            0.75%               2.25%                0.375%

          V        more than 1.5 but less than or equal to 2.0            0.50%               2.00%                0.375%

         VI        more than 1.0 but less than or equal to 1.5            0.25%               1.75%                0.300%

         VII             less than or equal 1.0                           0.00%               1.50%                0.250%

</TABLE>

         1.2 The definition of "Consolidated EBITDA" in Section 1.1 of the
         Credit Agreement is amended to read as follows:




<PAGE>   2

                  "CONSOLIDATED EBITDA" means for any period for the
                  Consolidated Group, the sum of Consolidated Net Income plus,
                  to the extent deducted in determining net income, (a)
                  Consolidated Interest Expense, (b) all provisions for any
                  federal, state or other domestic and foreign income taxes, and
                  (c) depreciation and amortization (including the amortization
                  of bank fees paid in connection with this Agreement), in each
                  case on a consolidated basis determined in accordance with
                  GAAP applied on a consistent basis. Notwithstanding any
                  provision to the contrary contained herein, (i) for purposes
                  of calculating the Consolidated Senior Leverage Ratio (A) for
                  the fiscal quarter ending September 30, 2000, Consolidated
                  EBITDA shall be the result obtained by multiplying the actual
                  Consolidated EBITDA for such fiscal quarter by four (4); (B)
                  for the fiscal quarter ending December 31, 2000, Consolidated
                  EBITDA shall be the result obtained by multiplying the actual
                  Consolidated EBITDA for the period of two fiscal quarters
                  ending December 31, 2000 by two (2); (C) for the fiscal
                  quarter ending March 31, 2001, Consolidated EBITDA shall be
                  the result obtained by multiplying the actual Consolidated
                  EBITDA for the period of three fiscal quarters ending March
                  31, 2001 by one and one-third (1>); and (D) for the
                  fiscal quarter ending June 30, 2001 and each fiscal quarter
                  ending thereafter, Consolidated EBITDA shall be the actual
                  Consolidated EBITDA for the period of four consecutive fiscal
                  quarters ending as of the date of determination, and (ii) for
                  purposes of calculating Consolidated EBITDA under Section
                  7.9(f) and the Consolidated Fixed Charge Coverage Ratio (A)
                  for the fiscal quarter ending September 30, 2000, Consolidated
                  EBITDA shall be the actual Consolidated EBITDA for such fiscal
                  quarter; (B) for the fiscal quarter ending December 31, 2000,
                  Consolidated EBITDA shall be the actual Consolidated EBITDA
                  for the period of two fiscal quarters ending December 31,
                  2000; (C) for the fiscal quarter ending March 31, 2001,
                  Consolidated EBITDA shall be the actual Consolidated EBITDA
                  for the period of three fiscal quarters ending March 31, 2001;
                  and (D) for the fiscal quarter ending June 30, 2001,
                  Consolidated EBITDA shall be the actual Consolidated EBITDA
                  for the period of four fiscal quarters ending June 30, 2001.

         1.3 The last sentence of the definition of "Consolidated Fixed Charges"
         in Section 1.1 of the Credit Agreement is amended to read as follows:

                  Notwithstanding any provision to the contrary contained
                  herein, for purposes of calculating the Consolidated Fixed
                  Charge Coverage Ratio (A) for the fiscal quarter ending
                  September 30, 2000, Consolidated Fixed Charges shall be the
                  actual Consolidated Fixed Charges for such fiscal quarter; (B)
                  for the fiscal quarter ending December 31, 2000, Consolidated
                  Fixed Charges shall be the actual Consolidated Fixed Charges
                  for the period of two fiscal quarters ending December 31,
                  2000; (C) for the fiscal quarter ending March 31, 2001,
                  Consolidated Fixed Charges shall be the actual Consolidated
                  Fixed Charges for the period of three fiscal quarters ending
                  March 31, 2001; and (D) for the fiscal quarter ending June 30,
                  2001, Consolidated Fixed Charges shall be the actual
                  Consolidated Fixed Charges for the period of four fiscal
                  quarters ending June 30, 2001.





                                       2
<PAGE>   3

         1.4 In the definition of "Eligible Inventory" in Section 1.1 of the
         Credit Agreement, the phrase immediately preceding clause (i) thereof
         is amended to read as follows:

                  means, as of any date of determination and without
                  duplication, the lower of the aggregate book value or fair
                  market value of all raw materials, revenue producing equipment
                  and finished goods inventory held for sale or lease owned by
                  the Borrower less appropriate reserves determined, as to any
                  inventory held for sale only, in accordance with GAAP and less
                  appropriate reserves determined by the Administrative Agent in
                  its sole reasonable discretion, but excluding in any event

         1.5 In the definition of "Eligible Receivables" in Section 1.1 of the
         Credit Agreement, the phrase immediately preceding clause (i) thereof
         is amended to read as follows:

                  means, as of any date of determination and without
                  duplication, the aggregate book value of all accounts
                  receivable, receivables, and obligations for payment created
                  or arising from the sale of inventory or the rendering of
                  services in the ordinary course of business (collectively, the
                  "RECEIVABLES"), owned by or owing to the Borrower, net of
                  allowances and reserves for doubtful or uncollectible accounts
                  and sales adjustments consistent with such Person's internal
                  policies and in any event in accordance with GAAP and net of
                  reserves determined by the Administrative Agent in its sole
                  reasonable discretion, but excluding in any event

         1.6 In the definition of "Eligible Inventory" in Section 1.1 of the
         Credit Agreement, the "and" at the end of clause (iv) thereof is
         deleted and replaced with ",", the "." at the end of clause (v) thereof
         is deleted and replaced with "and", and a new clause (vi) is added
         thereto to read as follows:

                  (vi) inventory which fails to meet such other specifications
                  and requirements as may from time to time be established by
                  the Administrative Agent in its sole reasonable discretion.

         1.7 In the definition of "Eligible Receivables" in Section 1.1 of the
         Credit Agreement, the "and" at the end of clause (v) thereof is deleted
         and replaced with ",", the "." at the end of clause (vi) thereof is
         deleted and replaced with "and", and a new clause (vii) is added
         thereto to read as follows:

                  (vii) Receivables which fail to meet such other specifications
                  and requirements as may from time to time be established by
                  the Administrative Agent in its sole reasonable discretion.

         1.8 Subclause (ii) of clause (c) of Section 2.1 of the Credit Agreement
         is amended to read as follows:

                  (ii) MINIMUM AMOUNTS. Each Eurodollar Loan shall be in a
         minimum aggregate principal amount of $5,000,000 and in integral
         multiples of $1,000,000 in excess thereof.





                                       3
<PAGE>   4

         1.9 In Section 6.2 of the Credit Agreement, the phrase "Since the date
         of the audited financial statements referenced in Section 6.1(i)," is
         replaced with the phrase "Since December 31, 1999,".

         1.10 In clause (b) of Section 6.17 of the Credit Agreement, the word
         "Except" is deleted and replaced with the phrase "Except as disclosed
         in public filings with the Securities and Exchange Commission and
         except".

         1.11 A new Section 6.20 is added to the Credit Agreement to read as
         follows:

                  6.20 ACCOUNTING METHOD. No member of the Consolidated Group
                  has changed the accounting method for determining inventory
                  values utilized by the Borrower in the preparation of the
                  audited financial statements for the Borrower and its
                  subsidiaries for the fiscal year ended December 31, 1999
                  without the prior written consent of the Administrative Agent.

         1.12 A new subclause (iii) is added to clause (b) of Section 7.1 of the
         Credit Agreement to read as follows:

                  (iii) within thirty (30) days after the end of each calendar
                  month, a company-prepared consolidated balance sheet of the
                  Borrower and its Subsidiaries as of the end of the immediately
                  preceding calendar month and related company-prepared
                  consolidated statements of income, retained earnings,
                  shareholders' equity and cash flows for such monthly period
                  and for the fiscal year to date, in form and substance
                  satisfactory to the Administrative Agent and the Required
                  Lenders;

         1.13 Clause (c) of Section 7.1 of the Credit Agreement is amended to
         read as follows:

                  (c) Within thirty (30) days after the 15th day of each
                  calendar month and the last day of each calendar month, a
                  statement of the Borrowing Base and its components (the
                  "BORROWING BASE CERTIFICATE") as of the 15th day of the
                  immediately preceding calendar month or the last day of the
                  immediately preceding calendar month, as applicable
                  (including, among other things, accounts receivable aging and
                  listing, inventory listing (by location) and accounts payable
                  aging and listing), certified by the chief financial officer
                  of the Borrower to be true and correct as of the date thereof
                  and in form reasonably satisfactory to the Administrative
                  Agent. A form of Borrowing Base Certificate is attached as
                  SCHEDULE 7.1(C);

         1.14 Clause (d) of Section 7.1 of the Credit Agreement is renumbered as
         clause (e) thereof, and a new clause (d) is added thereto to read as
         follows:

                  (d) On the 15th day of each calendar month and the last day of
                  each calendar month, company-prepared cash flow projections
                  for the Borrower and each of its Subsidiaries (prepared on a
                  consolidated and consolidating basis) for the thirteen (13)
                  week period from the date thereof. Such cash flow projections
                  shall be in form and content reasonably satisfactory to the
                  Administrative Agent. Such cash flow projections shall be
                  accompanied by a report, prepared by the Borrower,






                                       4
<PAGE>   5

                  demonstrating in detail reasonably satisfactory to the
                  Administrative Agent, the actual cash expenditures by the
                  Borrower and its Subsidiaries during the immediately preceding
                  thirteen (13) week period.

         1.15 Clause (a) of Section 7.9 of the Credit Agreement is deleted in
         its entirety and replaced with:

                  (a) [Reserved]

         1.16 Clause (b) of Section 7.9 of the Credit Agreement is amended to
         read as follows:

                  (b) CONSOLIDATED SENIOR LEVERAGE RATIO. As of the end of each
                  fiscal quarter set forth below, the Consolidated Senior
                  Leverage Ratio shall be not greater than the ratio set forth
                  opposite such fiscal quarter:

                          Quarter                                  Ratio
                          -------                                  -----
                     December 31, 1999                           no covenant
                     March 31, 2000                              no covenant
                     June 30, 2000                               no covenant
                     September 30, 2000                          7.12:1.0
                     December 31, 2000                           5.6:1.0
                     March 31, 2001                              5.0:1.0
                     Each fiscal quarter ending thereafter       4.5:1.0

         1.17 Clause (c) of Section 7.9 of the Credit Agreement is amended to
         read as follows:

                  (c) CONSOLIDATED NET WORTH. As of the end of each fiscal
                  quarter beginning with the fiscal quarter ending June 30,
                  2000, the Consolidated Net Worth shall not be less than the
                  sum of one hundred percent (100%) of the actual Consolidated
                  Net Worth as of June 30, 2000 PLUS on the last day of each
                  fiscal quarter beginning with the fiscal quarter ending
                  September 30, 2000, eighty-five percent (85%) of the
                  Consolidated Net Income for the fiscal quarter then ended (but
                  not less than zero), such increases to be cumulative, PLUS one
                  hundred percent (100%) of the Net Proceeds from Equity
                  Transactions occurring thereafter.

         1.18 Clause (d) of Section 7.9 of the Credit Agreement is amended to
         read as follows:

                  (d) CONSOLIDATED FIXED CHARGE COVERAGE RATIO. As of the end of
                  each fiscal quarter set forth below, the Consolidated Fixed
                  Charge Coverage Ratio shall be not less than the ratio set
                  forth opposite such fiscal quarter:

                           Quarter                                  Ratio
                           ------                                   -----
                      December 31, 1999                           no covenant
                      March 31, 2000                              no covenant
                      June 30, 2000                               no covenant
                      September 30, 2000                          0.72:1.0
                      December 31, 2000                           0.86:1.0
                      March 31, 2001                              0.98:1.0
                      Each fiscal quarter ending thereafter       1.09:1.0





                                       5
<PAGE>   6

         1.19 Clause (e) of Section 7.9 of the Credit Agreement is amended to
         read as follows:

                  (e) CAPITAL EXPENDITURES. Capital Expenditures for the
                  Consolidated Group shall not exceed $2,000,000 in the
                  aggregate in any fiscal year.

         1.20 A new clause (f) is added to Section 7.9 of the Credit Agreement
         to read as follows:

                  (f) MINIMUM CONSOLIDATED EBITDA. As of the end of each fiscal
                  quarter set forth below, Consolidated EBITDA shall not be less
                  than the amount set forth opposite such fiscal quarter:

                           Quarter                                  Amount
                           -------                                  ------
                      December 31, 1999                           no covenant
                      March 31, 2000                              no covenant
                      June 30, 2000                               no covenant
                      September 30, 2000                          $2,383,000
                      December 31, 2000                           $5,682,000
                      March 31, 2001                              $9,506,000
                      June 30, 2001                               $13,718,000

         1.21 Clause (c) of Section 8.4 of the Credit Agreement is amended to
         read as follows:

                  (c) Acquire all or any portion of the capital stock or other
                  ownership interest in any Person which is not a Subsidiary or
                  all or any substantial portion of the assets, property and/or
                  operations of a Person which is not a Subsidiary, UNLESS such
                  acquisition will not cause a violation of Section 8.5.

         1.22 Section 8.10 of the Credit Agreement is amended to read as
         follows:

                  8.10 RESTRICTED PAYMENTS.

                           Make or permit any Restricted Payments.

         2. Effective June 7, 2000, the Swingline Commitment is terminated.

         3. The Administrative Agent (or its agents) has commenced a field exam
of the inventory and the accounts receivables systems, processes and controls of
the Credit Parties (the "FIELD EXAM"). The Credit Parties agree to cooperate
fully with the Administrative Agent (and its agents) in the conduct of the Field
Exam, providing reasonable access to all personnel, books and records, and
facilities of the Credit Parties necessary for the conduct of the Field Exam.
The Credit Parties shall promptly pay upon demand all reasonable costs,
expenses, and fees incurred by the Administrative Agent and any of its agents
and designees related thereto.

         4. The Administrative Agent, on behalf of the Lenders, has engaged an
appraiser to make an appraisal of the inventory of the Credit Parties (current
fair market value and one-year orderly liquidation value) (the "Appraisal"). The
Credit Parties agree to cooperate fully with the Administrative Agent and the
appraiser in the conduct of the Appraisal, providing reasonable access to all
personnel, books and records, and facilities of the Credit Parties necessary for
the conduct of the Appraisal. The Credit Parties shall promptly pay upon demand
all reasonable costs, expenses, and fees incurred by the Administrative




                                       6
<PAGE>   7

Agent and any of its agents and designees related thereto; PROVIDED, HOWEVER,
that the aggregate fees relating thereto (exclusive of costs and expenses) shall
not exceed $50,000.

         5. The Administrative Agent has engaged PricewaterhouseCoopers, LLC
(the "CONSULTANT") to serve as a consultant and financial advisor with regard to
analyzing and examining various aspects of the Borrower's business. The Borrower
shall provide the Consultant reasonable access to all business records,
facilities and appropriate personnel and professionals of the Credit Parties,
including without limitation the Borrower's accountants and auditors, to
facilitate the Consultant's review and analysis. The Credit Parties shall
promptly pay upon demand all reasonable costs, expenses and fees of the
Consultant as and when incurred by the Administrative Agent.

         6. The Required Lenders hereby waive any Default or Event of Default
which exists or existed on or prior to June 7, 2000 solely as a result of: (a)
the Borrower's failure to timely deliver annual financial statements for fiscal
year 1999 in violation of Section 7.1(a) of the Credit Agreement; (b) the
Borrower's failure to timely deliver quarterly financial statements for the
fiscal quarter ended March 31, 2000 in violation of Section 7.1(b) of the Credit
Agreement; and (c) the Borrower's failure to timely deliver the January 31,
2000, February 29, 2000, March 31, 2000 and April 30, 2000 Borrowing Base
Certificates required pursuant to Section 7.1(c) of the Credit Agreement.

         7. The Borrower hereby covenants and agrees that it will:

                  (a) on or before June 7, 2000, file its 10K for its fiscal
         year ending December 31, 1999 with the Securities and Exchange
         Commission;

                  (b) on or before June 7, 2000, deliver to the Administrative
         Agent the audited financial statements of the Borrower and its
         subsidiaries for the fiscal year ended December 31, 1999 that satisfy
         the requirements of Section 7.1(a) of the Credit Agreement (other than
         the date by which delivery is required as set forth therein);

                  (c) on or before June 12, 2000, deliver to the Administrative
         Agent the accountant's certificate referenced in Section 7.2(a) of the
         Credit Agreement for the fiscal year ended December 31, 1999;

                  (d) on or before June 15, 2000, deliver to the Administrative
         Agent the final Borrowing Base Certificate as of January 31, 2000 and
         February 29, 2000;

                  (e) on or before June 22, 2000, file its 10Q for its fiscal
         quarter ending March 31, 2000 with the Securities and Exchange
         Commission;

                  (f) on or before June 22, 2000, deliver to the Administrative
         Agent the company-prepared unaudited financial statements of the
         Borrower and its subsidiaries for the fiscal quarter ended March 31,
         2000 that satisfy the requirements of Section 7.1(b) of the Credit
         Agreement (other than the date by which delivery is required as set
         forth therein); and

                  (g) on or before June 22, 2000, deliver to the Administrative
         Agent the final Borrowing Base Certificate as of March 31, 2000, April
         30, 2000 and May 31, 2000;

                  The failure by the Borrower to comply with any of the
         covenants set forth in this Section 7 shall constitute an Event of
         Default.





                                       7
<PAGE>   8

         8. The Credit Parties and the Required Lenders hereby agree that the
occurrence of either of the following events shall constitute an Event of
Default: (a) the annual audited financial statements of the Borrower and its
subsidiaries for the fiscal year ended December 31, 1999 are materially
different, as determined by the Required Lenders in their reasonable discretion,
from the projected financial statements (including projected financial covenant
calculations) delivered to the Administrative Agent and the Lenders in
connection with this Amendment or (b) one-time charges taken by the Borrower and
its subsidiaries in the fiscal quarter ended December 31, 1999 in connection
with the write-down of excess inventory and other charges exceed $6,900,000.

         9. This Amendment shall be effective as of the date hereof upon
satisfaction of the following conditions:

                  (a) receipt by the Administrative Agent of the Lockbox
         Agreement, in substantially the form attached hereto as EXHIBIT A,
         executed by the Credit Parties and the Administrative Agent;


                  (b) receipt by the Administrative Agent, for the ratable
         benefit of the Lenders that approve this Amendment, of an amendment fee
         equal to 45.0 basis points (0.45%) on the aggregate amount of
         Commitments; and



                  (c) receipt by the Administrative Agent of evidence of payment
         of all other fees payable in connection with this Amendment.




         10. Except as modified hereby, all of the terms and provisions of the
Credit Agreement and the other Credit Documents (including schedules and
exhibits thereto) shall remain in full force and effect.

         11. Each Credit Party hereby represents and warrants that (a) after
giving effect to this Amendment, each of the representations and warranties
contained in the Credit Agreement and the other Credit Documents are true and
correct as of the date hereof (except those which expressly relate to an earlier
period), (b) no Credit Party is in default under or with respect to any
Contractual Obligation (including, without limitation, any Operating Lease or
any Capital Lease), and (c) no Credit Party has any claims, counterclaims,
offsets, or defenses to the Credit Documents and the performance of its
obligations thereunder, including but not limited to the repayment of the
Obligations.

         12. Each of the Guarantors (i) acknowledges and consents to all of the
terms and conditions of this Amendment, (ii) affirms all of its obligations
under the Credit Documents and (iii) agrees that this Amendment and all
documents executed in connection herewith do not operate to reduce or discharge
the Guarantors' obligations under the Credit Agreement or the other Credit
Documents.

         13. In consideration of the Lenders' willingness to enter into this
Amendment, each of the Credit Parties hereby releases the Administrative Agent,
the Lenders, and the Administrative Agent's and the Lenders' respective
officers, employees, representatives, agents, counsel, trustees and directors
from any and all actions, causes of action, claims, demands, damages and
liabilities of whatever kind or nature, in law or in equity, now known or
unknown, suspected or unsuspected to the extent that any of the foregoing arises
from any action or failure to act on or prior to June 7, 2000.





                                       8
<PAGE>   9

         14. The Borrower agrees to pay upon demand all reasonable costs and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including without limitation the
reasonable fees and expenses of Moore & Van Allen, PLLC.

         15. The Administrative Agent hereby notifies the Credit Parties and the
Lenders that its address for notices and all other communications set forth in
Section 11.1 of the Credit Agreement is as follows:

                  Bank of America, N.A.
                  100 N. Tampa Street, 17th Floor
                  Tampa, Florida  33602-5126
                  Attn:    Oscar A. Bruni, Jr.
                  Telephone:  (813) 276-7785
                  Telecopy:    (813) 276-7669

         16. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original and it shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.

         17. This Amendment shall be deemed to be a contract made under, and for
all purposes shall be construed in accordance with, the laws of the State of
Florida.

                  [Remainder of Page Intentionally Left Blank]





                                       9
<PAGE>   10
         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Second Amendment to be duly executed and delivered as of the date first
above written.


BORROWER:                           AVTEAM, INC.,
                                    a Florida corporation




                                    By:  /s/ Donald Graw
                                        ---------------------------------------
                                    Name:  Donald Graw
                                    Title: President and Chief Executive Officer




GUARANTORS:                         AVTEAM AVIATION FIELD SERVICES, INC.
                                    a Florida corporation



                                    By:  /s/ Donald Graw
                                        ---------------------------------------
                                    Name:  Donald Graw
                                    Title: Chairman



                                    AVTEAM ENGINE REPAIR CORP.,
                                    a Florida corporation



                                    By:  /s/ Donald Graw
                                        ---------------------------------------
                                    Name:  Donald Graw
                                    Title: Chairman





                           [Signature Pages Continue]






                                       10
<PAGE>   11
LENDERS:                      BANK OF AMERICA, N.A., a national banking
                              association formerly known as NationsBank, N.A.,
                              individually in its capacity as a Lender
                              and in its capacity as Administrative Agent



                              By:
                                 ----------------------------------------------
                              Name:   Oscar A. Bruni, Jr.
                              Title:  Vice President



                              SOUTHTRUST BANK, NATIONAL ASSOCIATION



                              By:
                                 ----------------------------------------------
                              Name:
                              Title:



                              NATIONAL CITY BANK OF KENTUCKY



                              By:
                                 ----------------------------------------------
                              Name:
                              Title:



                              NATIONAL BANK OF CANADA



                              By:
                                 ----------------------------------------------
                              Name:
                              Title:



                              BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.



                              By:
                                 ----------------------------------------------
                              Name:
                              Title:



                              CITIZENS BANK OF MASSACHUSETTS,
                              as successor to USTRUST



                              By:
                                 ----------------------------------------------
                              Name:
                              Title:



                              BANK LEUMI LE-ISRAEL B.M., MIAMI AGENCY



                              By:
                                 ----------------------------------------------
                              Name:
                              Title:






                                       11