Exhibit 10.2
AMENDMENT NO. 5
Dated as of March 29, 1996
to
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of December 14, 1993
Sequa Corporation, a Delaware corporation (the
"Borrower"), The Bank of New York, as Administrative Agent (the
"Administrative Agent"), The Bank of New York, The Bank of Nova
Scotia and Chemical Bank, as Managing Agents (the "Managing
Agents"), Bank of America National Trust and Savings Association,
Chase Manhattan Bank, N.A. and The Nippon Credit Bank, Ltd., as
Co-Agents (the "Co-Agents"), and the banks listed on the
signature pages hereto (the "Banks") agree as follows:
SECTION 1. Credit Agreement. Reference is made to
the Amended and Restated Credit Agreement, dated as of December
14, 1993 among the Borrower, the Administrative Agent, the
Managing Agents, the Co-Agents and the Banks, as amended by
Amendment No. 1, dated as of June 13, 1994, Amendment No. 2,
dated as of December 14, 1994, Amendment No. 3 and Waiver, dated
as of March 3, 1995 and Amendment No. 4, Consent and Waiver,
dated as of April 1, 1995 (as so amended, the "Credit
Agreement"). Capitalized terms used herein but not defined
herein shall have the meanings ascribed thereto in the Credit
Agreement. The Credit Agreement as amended by this Amendment No.
5 is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed.
SECTION 2. Amendments. Upon and after the
Amendment Effective Date (as defined in Section 4 hereof), the
Credit Agreement shall be amended as follows:
(a) Section 1.09(b) is amended by
(i) replacing the figure "0.50%" in the fourth
line thereof with the figure "0.375%"; and
(ii) deleting in its entirety the phrase
"; provided that, for each day during which the Borrower's long-
term senior debt shall be rated both (i) Baa3 or better by
Xxxxx'x Investors Service and (ii) BBB- or better by Standard &
Poor's Corporation, the applicable rate per annum shall instead
be 0.375%";
(b) Section 4.13(c) is amended by replacing the table
therein with the following:
"Calendar Year Maximum Capital Expenditures
1993 $85,000,000;
1994 $95,000,000 (less the aggregate
amount of Capital Expenditures
made in calendar year 1993 in excess of $80,000,000);
1995 $100,000,000;
1996 $100,000,000;
1997 $100,000,000;
1998 $100,000,000;";
(c) Section 4.16 is amended by replacing the table
therein with the following:
"Date Minimum Fixed Charge
Coverage Ratio
December 31, 1994 1.70 to 1.00
March 31, 1995 1.70 to 1.00
June 30, 1995 1.70 to 1.00
September 30, 1995 1.80 to 1.00
December 31, 1995 2.00 to 1.00
March 31, 1996 2.25 to 1.00
Thereafter 2.25 to 1.00";
(d) Section 5.01(a) is amended to read in its entirety
as follows:
"(a) Monthly Operating Reports; Officer's
Certificate. As soon as available and in any event
within 30 days after the close of each monthly
accounting period beginning on or after November 1,
1993, Monthly Operating Reports of the Borrower and the
Consolidated Subsidiaries as at the end of such monthly
period, together with a certificate of the president,
chief financial officer, controller or treasurer of the
Borrower stating that such reports (a) were prepared in
good faith and (b) present with reasonable accuracy the
financial performance for the covered period.";
(e) Section 10.01 is amended by
(i) inserting before the period at the end of the
definition of "Consolidated Net Income" therein the
following:
"; and provided further, that all gains described
in clause (y) of the definition of Consolidated Net
Worth in excess of all losses described in such
clause shall be disregarded in the computation of
Consolidated Net Income"; and
(ii) restating the definition of "Maturity Date"
therein in its entirety as follows:
"`Maturity Date' means, unless extended under
Section 1.15 of this Agreement, March 31, 1998.";
and
(f) Annex A is amended, in its entirety, to read as set
forth on Annex A attached hereto.
SECTION 3. Representations and Warranties.
Each of the Borrower and each Guarantor (as defined after giving
effect to this Amendment No. 5) has the power, and has taken all
necessary action (including any necessary stockholder action) to
authorize it, to execute, deliver and perform in accordance with
its terms Amendment No. 5 and the Credit Agreement as amended
thereby. Amendment No. 5 has been duly executed and delivered by
the Borrower and each such Guarantor and is a legal, valid and
binding obligation of each Loan Party that is a party thereto,
enforceable against such Loan Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally. The execution,
delivery and performance in accordance with its terms by the
Borrower and such Guarantors of Amendment No. 5 and the Credit
Agreement as amended thereby do not and (absent any change in any
Applicable Law or applicable Contract) will not (a) require any
Governmental Approval or any other consent or approval, including
any consent or approval of any Subsidiary or any consent or
approval of the stockholders of the Borrower or any Subsidiary or
(b) violate or conflict with, result in a breach of, constitute a
default under, or result in or require the creation of any Lien
upon any assets of the Borrower or any Subsidiary under, (i) any
Contract to which the Borrower or any Subsidiary is a party or by
which the Borrower or any Subsidiary or any of their respective
properties may be bound, the breach of which, either singly or in
the aggregate with all other such Contracts, would have a
Materially Adverse Effect upon the Borrower or any Subsidiary, or
(ii) any Applicable Law.
SECTION 4. Amendment Effective Date;
Conditions to Effectiveness. This Amendment No. 5 shall become
effective as of the date first written above (the "Amendment
Effective Date") on the first date on which this Amendment No. 5
shall have been duly executed and delivered by the Borrower, the
Guarantors and the Banks and the Administrative Agent has
received each of the following, in form and substance and, in the
case of the materials referred to in clauses (a), (b), (c) and
(e) certified in a manner satisfactory to the Administrative
Agent and Winthrop, Stimson, Xxxxxx & Xxxxxxx, special counsel to
the Administrative Agent:
(a) a certificate of the Secretary or an Assistant
Secretary of each Loan Party, dated the Amendment Effective Date,
substantially in the form of Schedule 2.01(a)(i) or (ii) to the
Credit Agreement, as the case may be, to which shall be attached
copies of the resolutions and by-laws referred to in such
certificate;
(b) a copy of the certificate of incorporation of
each Loan Party, (x) certified, as of a recent date, by the
Secretary of State or other appropriate official of such Loan
Party's jurisdiction of incorporation or (y) if such Loan Party
has previously delivered such a certified copy of its certificate
of incorporation to the Administrative Agent, certified, as of
the Amendment Effective Date, by the Secretary or other
appropriate officer of such Loan Party, which certificate shall
certify that the certificate of incorporation for such Loan Party
has not been amended or modified since the date of the previously
delivered Secretary of State's certificate;
(c) a good standing certificate with respect to
each Loan Party and each of their respective U.S. domestic
Material Subsidiaries, issued as of a recent date by the
Secretary of State or other appropriate official of such Person's
jurisdiction of incorporation;
(d) an opinion of counsel for each
Loan Party, dated the Amendment Effective Date, in form
satisfactory to the Managing Agents;
(e) a certificate of the president,
chief financial officer or treasurer of the Borrower, certifying
that, immediately prior to giving effect to this Amendment No. 5,
no Default exists under the Credit Agreement;
(f) payment of all facility fees accrued and
unpaid as of the Amendment Effective Date pursuant to Section
1.09(b) and payment of such fees and expenses of Winthrop,
Stimson, Xxxxxx & Xxxxxxx, special counsel to the Administrative
Agent, as shall have been billed as of the Effective Date; and
(g) such instruments and other
documents as the Administrative Agent or its special counsel may
request.
SECTION 5. Governing Law.This Amendment No.
5 shall be construed in accordance with and governed by the
substantive law of the State of New York.
SECTION 6. Headings.Section headings in
this Amendment No. 5 are included herein for convenience and
reference only and shall not constitute a part of this Amendment
No. 5 for any other purpose.
SECTION 7. Counterparts.This Amendment No.
5 may be executed in any number of counterparts and on separate
counterparts, each of which shall be deemed to be an original and
shall be binding upon the parties, their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have
executed this Amendment No. 5, or caused it to be executed and
delivered by their duly authorized officers, all as of the day
and year first above written.
SEQUA CORPORATION
By /s/ X.X. Xxxxxxx
Name:
Title:
CASCO INVESTORS CORPORATION
CHROMALLOY AMERICAN CORPORATION
CHROMALLOY GAS TURBINE
CORPORATION
SEQUA CHEMICALS, INC.
CASCO PRODUCTS CORPORATION
SEQUA FINANCIAL CORPORATION
NORTHERN TECHNOLOGIES, INC.
each as a Guarantor,
By /s/ X.X. Xxxxxxx
Name:
Title:
THE BANK OF NEW YORK, as
Administrative Agent, as a
Managing Agent and as a Bank
By /s/ Xxxxxxx X. Xxxx
Name:
Title:
THE BANK OF NOVA SCOTIA, as a
Managing Agent and as a Bank
By /s/ Xxxxxx Xxxxxxxx
Name:
Title:
CHEMICAL BANK, as a Managing
Agent and as a Bank
By /s/ Xxxxx Xxxxxxxx
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a
Co-Agent and as a Bank
By /s/ Xxxx X. Xxxxxxxx
Name:
Title:
CHASE MANHATTAN BANK, N.A., as
a Co-Agent and as a Bank
By /s/ Xxxxxxxx X. Xxxxxxx
Name:
Title:
THE NIPPON CREDIT BANK, LTD.,
as a Co-Agent and as a Bank
By /s/ Xxxxx X. Xxxxxxxxxx
Name:
Title:
BANK BRUSSELS XXXXXXX, NEW YORK
BRANCH
By /s/ Xxxx Xxxxxxxxxx
Name:
Title:
By /s/ Xxxxxx Xxxxxxx
Name:
Title:
ANNEX A
Banks, Lending Offices
and Notice Addresses Commitments
THE BANK OF NEW YORK $27,500,000
Domestic Lending Office:
THE BANK OF NEW YORK
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Eurodollar Lending Office:
THE BANK OF NEW YORK
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Notice Address:
THE BANK OF NEW YORK
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No. : (000) 000-0000
Telephone No. : (000) 000-0000
Attention: Xxxxxxx X. Xxxx
Pro rata share of aggregate amount of all Commitments as of March
29, 1996 : 22.00000000%
THE BANK OF NOVA SCOTIA $27,500,000
Domestic Lending Office:
THE BANK OF NOVA SCOTIA
NEW YORK AGENCY
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Eurodollar Lending Office:
THE BANK OF NOVA SCOTIA
NEW YORK AGENCY
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Notice Address:
THE BANK OF NOVA SCOTIA
Xxx Xxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No. : (000) 000-0000
Telephone No. : (000) 000-0000
Attention: Xxxxxx Xxxxxxxx
Pro rata share of aggregate amount of all Commitments as of March
29, 1996 : 22.00000000%
CHEMICAL BANK $27,500,000
Domestic Lending Office:
CHEMICAL BANK
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Eurodollar Lending Office:
CHEMICAL BANK
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Notice Address:
CHEMICAL BANK
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No. : (000) 000-0000
Telephone No. : (000) 000-0000
Attention: Xxxxxx Stawsi
Pro rata share of aggregate amount of all Commitments as of March
29, 1996 : 22.00000000%
BANK OF AMERICA NT&SA $7,500,000
Domestic Lending Office:
BANK OF AMERICA NT&SA
0000 Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
Eurodollar Lending Office:
BANK OF AMERICA NT&SA
0000 Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
Notice Address:
BANK OF AMERICA NT&SA
0000 Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
Facsimile No. : (000) 000-0000
Telephone No. : (000) 000-0000
Attention: Xxxxxx Xxxxxxx
Pro rata share of aggregate amount of all Commitments as of March
29, 1996 : 6.00000000%
THE CHASE MANHATTAN BANK, N.A. $14,500,000
Domestic Lending Office:
THE CHASE MANHATTAN BANK, N.A.
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Eurodollar Lending Office:
THE CHASE MANHATTAN BANK, N.A.
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Notice Address:
THE CHASE MANHATTAN BANK, N.A.
2 Chase Manhattan Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No. : (000) 000-0000
Telephone No. : (000) 000-0000
Attention: Xxxxxx Xxxxxxx
Pro rata share of aggregate amount of all Commitments as of March
29, 1996 : 11.60000000%
THE NIPPON CREDIT BANK, LTD. $14,500,000
Domestic Lending Office:
THE NIPPON CREDIT BANK, LTD.
000 Xxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Eurodollar Lending Office:
THE NIPPON CREDIT BANK, LTD.
000 Xxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Notice Address:
THE NIPPON CREDIT BANK, LTD.
000 Xxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No. : (000) 000-0000
Telephone No. : (000) 000-0000
Attention: XXXXX XXXXXXXX
Loan Administration
Pro rata share of aggregate amount of all Commitments as of March
29, 1996 : 11.00000000%
BANK BRUSSELS XXXXXXX, $6,000,000
NEW YORK BRANCH
Domestic Lending Office:
BANK BRUSSELS XXXXXXX
NEW YORK BRANCH
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Eurodollar Lending Office:
BANK BRUSSELS XXXXXXX
NEW YORK BRANCH
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Notice Address:
BANK BRUSSELS XXXXXXX
NEW YORK BRANCH
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No. : (000) 000-0000
Telephone No. : (000) 000-0000
Attention: XXXX X. XXXXXX
Vice President
Pro rata share of aggregate amount of all Commitments as of March
29, 1996 : 4.80000000%
Exhibit 10.2
WSP&R Draft
12/11/96
AMENDMENT NO. 6
Dated as of December 13, 1996
to
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of December 14, 1993
Sequa Corporation, a Delaware corporation (the
"Borrower"), The Bank of New York, as Administrative Agent (the
"Administrative Agent"), The Bank of New York, The Bank of Nova
Scotia and Chemical Bank, as Managing Agents (the "Managing
Agents"), Bankers Trust Company, The Chase Manhattan Bank and The
Nippon Credit Bank, Ltd., as Co-Agents (the "Co-Agents"), and the
banks listed on the signature pages hereto (the "Banks") agree as
follows:
SECTION 1. Credit Agreement. Reference is made to
the Amended and Restated Credit Agreement, dated as of December
14, 1993 among the Borrower, the Administrative Agent, the
Managing Agents, the Co-Agents and the Banks, as amended by
Amendment No. 1, dated as of June 13, 1994, Amendment No. 2,
dated as of December 14, 1994, Amendment No. 3 and Waiver, dated
as of March 3, 1995, Amendment No. 4, Consent and Waiver, dated
as of April 1, 1995 and Amendment No. 5 dated as of March 29,
1996 (as so amended, the "Credit Agreement"). Capitalized terms
used herein but not defined herein shall have the meanings
ascribed thereto in the Credit Agreement. The Credit Agreement
as amended by this Amendment No. 6 is and shall continue to be in
full force and effect and is hereby in all respects ratified and
confirmed.
SECTION 2.Amendments. Upon and after the Amendment
Effective Date (as defined in Section 4 hereof), the Credit
Agreement shall be amended as follows:
(a) Section 10.01 is amended by
(i) in the definition of "Consolidated Net
Worth", (A) inserting a new clause (w) immediately before
the existing clause (x) contained therein to read as
follows:
"(w) 1996 Excess Gas Turbine Litigation
Expenses,"; and
(B) inserting "(w)," immediately before the
phrase "(x), (y) and (z)" contained therein;
(ii) in the definition of "EBITDA", deleting the
"and" immediately before clause (vi) thereof and replacing
it with "," and inserting a new clause (vii) immediately
after the existing clause (vi) to read as follows:
" and (vii) 1996 Excess Gas Turbine
Litigation Expenses";
(iii) adding a definition of "1996 Excess Gas
Turbine Litigation Expenses" in the correct alphabetical
order as follows:
"1996 Excess Gas Turbine Litigation Expenses"
means the lesser of (i) $27,275,000 and (ii)
the litigation expenses in excess of
$12,725,000 actually incurred by the Borrower
or a Subsidiary of the Borrower for the
fiscal year ended December 31, 1996, in
connection with the antitrust litigation
involving Chromalloy Gas Turbine Corporation,
which litigation was identified in the
Borrower's letter to the Administrative Agent
dated November 25, 1996."
SECTION 3. Representations and Warranties. Each of
the Borrower and each Guarantor (as defined after giving effect
to this Amendment No. 6) has the power, and has taken all
necessary action (including any necessary stockholder action) to
authorize it, to execute, deliver and perform in accordance with
its terms Amendment No. 6 and the Credit Agreement as amended
thereby. Amendment No. 6 has been duly executed and delivered by
the Borrower and each such Guarantor and is a legal, valid and
binding obligation of each Loan Party that is a party thereto,
enforceable against such Loan Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally. The execution,
delivery and performance in accordance with its terms by the
Borrower and such Guarantors of Amendment No. 6 and the Credit
Agreement as amended thereby do not and (absent any change in any
Applicable Law or applicable Contract) will not (a) require any
Governmental Approval or any other consent or approval, including
any consent or approval of any Subsidiary or any consent or
approval of the stockholders of the Borrower or any Subsidiary or
(b) violate or conflict with, result in a breach of, constitute a
default under, or result in or require the creation of any Lien
upon any assets of the Borrower or any Subsidiary under, (i) any
Contract to which the Borrower or any Subsidiary is a party or by
which the Borrower or any Subsidiary or any of their respective
properties may be bound, the breach of which, either singly or in
the aggregate with all other such Contracts, would have a
Materially Adverse Effect upon the Borrower or any Subsidiary, or
(ii) any Applicable Law.
SECTION 4. Amendment Effective Date. This Amendment
No. 6 shall become effective as of the date first written above
(the "Amendment Effective Date") on the first date on which this
Amendment No. 6 shall have been duly executed and delivered by
the Borrower, the Guarantors and the Required Banks.
SECTION 5. Governing Law. This Amendment No. 6
shall be construed in accordance with and governed by the
substantive law of the State of New York.
SECTION 6. Headings. Section headings in this
Amendment No. 6 are included herein for convenience and reference
only and shall not constitute a part of this Amendment No. 6 for
any other purpose.
SECTION 7. Counterparts. This Amendment No. 6 may
be executed in any number of counterparts and on separate
counterparts, each of which shall be deemed to be an original and
shall be binding upon the parties, their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment No. 6, or caused it to be executed and delivered
by their duly authorized officers, all as of the day and year
first above written.
SEQUA CORPORATION
By /s/ K.A. Drucker_
Name:
Title:
CASCO INVESTORS CORPORATION
CHROMALLOY AMERICAN CORPORATION
CHROMALLOY GAS TURBINE CORPORATION
SEQUA CHEMICALS, INC.
CASCO PRODUCTS CORPORATION
SEQUA FINANCIAL CORPORATION
NORTHERN TECHNOLOGIES, INC.
each as a Guarantor,
By /s/ X.X. Xxxxxxx
Name:
Title:
THE BANK OF NEW YORK, as Administrative
Agent, as a Managing Agent and as a Bank
By /s/ Xxxxxxx X. Xxxx
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Managing Agent
and as a Bank
By /s/ X. Xxxxxxxx
Name:
Title:
THE CHASE MANHATTAN BANK, as a Managing Agent
and as a Bank
By /s/ Xxxxxxxx X. Xxxxxxx
Name:
Title:
BANKERS TRUST COMPANY, as a Co-Agent and as a
Bank
By /s/ X. Xxxxx
Name:
Title:
THE NIPPON CREDIT BANK, LTD., as a Co-Agent
and as a Bank
By /s/ Xxxxx X. Xxxxxxxxxx
Name:
Title:
BANK BRUSSELS XXXXXXX, NEW YORK BRANCH
By /s/ Xxxx Xxxxxxxxxx
Name:
Title:
By /s/ Xxxxxx Xxxxxxx
Name:
Title:
Exhibit 10.2
August 1, 1996
Sequa Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxx,
Assistant Treasurer
Re: Consent to Make Restricted Payment
Reference is made to the Amended and Restated Credit
Agreement dated as of December 14, 1993, among Sequa Corporation
(the "Borrower"), The Bank of New York, as Administrative Agent,
The Bank of New York, The Bank of Nova Scotia and Chemical Bank,
as Managing Agents, Bank of America, NT&SA, Chase Manhattan Bank,
N.A. and The Nippon Credit Bank, Ltd., as Co-Agents, and the
Banks listed on the signature pages thereof (as amended from time
to time, the "Credit Agreement") (capitalized terms used and not
defined herein shall have the meanings ascribed thereto in the
Credit Agreement).
The Required Banks hereby consent to the making of a
Restricted Payment by the Borrower for the purpose of
repurchasing shares of its Capital Securities (the "Repurchased
Stock"), notwithstanding Section 4.06 of the Credit Agreement;
provided, that (i) such Restricted Payment shall not exceed ten
million Dollars ($10,000,000) and (ii) no Default or Event of
Default shall have occurred and be continuing at the time such
Restricted Payment is made or at the time the Borrower becomes
obligated to make such Restricted Payment, and no Default or
Event of Default shall result from the making of such Restricted
Payment or the purchase of the Repurchased Stock by the Borrower.
This consent shall become effective as of the date
hereof on the first date upon which this consent has been
executed by the Required Banks.
This consent may be executed in any number of
counterparts and on separate counterparts, each of which shall be
deemed to be an original and shall be binding upon the parties,
their successors and assigns.
THE BANK OF NEW YORK
By /s/ Xxxxxxx X. Xxxx
Name:
Title:
THE BANK OF NOVA SCOTIA
By /s/ X. Xxxxxxxx
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By /s/ Xxxx X. Xxxxxxxx
Name:
Title:
THE CHASE MANHATTAN BANK
By /s/ Xxxxxxxx X. Xxxxxxx
Name:
Title:
THE NIPPON CREDIT BANK, LTD.
By /s/ Xxxxx X. Xxxxxxxxxx
Name:
Title:
BANK BRUSSELS XXXXXXX, NEW YORK BRANCH
By /s/ Xxxx Xxxxxxxxxx
Name:
Title:
By /s/Xxxxxx Xxxxxxx
Name:
Title:
