Exhibit 10.19
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AMENDING AND RESTATEMENT DEED (SENIOR DEBT FACILITY)
DATE: June 2001
PARTIES: ABN AUSTRALASIA LIMITED (ABN 42 ▇▇▇ ▇▇▇ ▇▇▇) incorporated in
Victoria of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇
("BORROWER") EACH COMPANY NAMED IN SCHEDULE 1 or which has
executed a Guarantor Accession Agreement (each a
"GUARANTOR") EACH BANK OR FINANCIAL INSTITUTION set out
schedule 2 (each a "PARTICIPANT" together the
"PARTICIPANTS") CHASE SECURITIES AUSTRALIA LIMITED (ABN 52
002 888 011) having its registered office at ▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ as
agent and Security Trustee for the Participants (AS "AGENT"
AND "SECURITY TRUSTEE")
OPERATIVE PROVISIONS:
1 DEFINITIONS AND INTERPRETATION
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1.1 A term which has a defined meaning in the Amended and Restated
Senior Debt Facility Agreement has the same meaning in this deed,
unless otherwise defined in this deed.
1.2 The following words have these meanings in this deed:
AMENDED AND RESTATED SENIOR DEBT FACILITY AGREEMENT means
the Loan Agreement as amended and restated in the form set
out in the annexure to this deed.
AMENDMENT DEED means the deed entitled "Amendment and
Restatement Deed (Senior Debt Facility Agreement)" dated 31
March 2000 between the Borrower, each Guarantor and the
Agent.
BANK ▇▇▇▇ RATE in relation to a Funding Period means:
(a) the rate determined by the Agent to be the average bid rate
(rounded up, if necessary, to the nearest two decimal
places) displayed at or about 10.10 am (Sydney time) on the
first day of that Funding Period on the Reuters screen BBSY
page for a term equivalent or approximately equivalent to
the Funding Period; or
(b) if:
(i) for any reason there is no rate displayed for a period
equivalent or approximately equivalent to that Funding
Period; or
(ii) the basis on which that rate is displayed is changed
and in the opinion of the Agent that rate ceases to
reflect the Participants' cost of funding to the same
extent as at the date of this Agreement,
then the Bank ▇▇▇▇ Rate will be the rate determined by the
Agent to be the average of the buying rates quoted to
the Agent by each of three Reference Banks selected by
the Agent at or about that time on that date for bills
of exchange which are accepted by an Australian bank by
the Agent and which have a term equivalent to the
Funding Period. If there are no buying rates the rate
will be the rate determined by the Agent to be its cost
of funds.
Rates will be expressed as a yield percent per annum to maturity.
DEBT SERVICE RESERVE ACCOUNT means the account opened by the
Borrower on the terms set out in clause 15.4 of the facility
agreement annexed to the Amendment Deed.
EFFECTIVE DATE means the date on which the Agent receives (or on
the instructions of the Majority Participants, waives in writing
the receipt of) the conditions precedent described in clause 3.1
and confirmed in writing to the Borrower.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ REPORT means the report prepared by ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ dated 22 January 2001 in relation to the Profit
Improvement Plan.
INDEBTEDNESS means any indebtedness, present or future, actual or
contingent, in respect of moneys borrowed or raised or any
financial accommodation whatsoever, including, without
limitation:
(a) under or in connection with any Guarantee, ▇▇▇▇, acceptance
or endorsement or any discounting arrangement;
(b) under or in connection with any interest or currency
exchange, hedge or other arrangement of any kind (including,
without limitation, any swap, option, futures contract, or
exchange or purchase agreement);
(c) any paid up amount, premium and dividend (whether or not
declared), and whether or not there are sufficient profits
or other moneys for payment of any redeemable share or
stock;
(d) any indebtedness under any finance Lease (excluding, at the
relevant time, any of the Group's finance Leases that have
been converted from operating Leases that Group Members were
party to at the date of this Deed);
(e) the deferred purchase price (for more than 90 days) of any
asset or service and any related obligation but excluding
any deferred purchase price (for less than 90 days) of any
asset or service and any related obligation and any deferred
payments for the acquisition or provision of programs in
good faith pursuant to an arm's length transaction on normal
commercial terms and in the ordinary course of business; or
(f) in respect of any obligation to deliver goods or other
property or services which are paid for in advance by a
financier or which are paid for in advance in relation to
any financing transaction.
LOAN AGREEMENT means the agreement entitled "Senior Debt Facility
Agreement" dated 3 June 1996 between the Borrower, the
Guarantors, the Participants and the Agent as amended by the
"Senior Debt Facility Agreement Novation and Amendment Agreement"
dated 26 February 1998, the "Amending Agreement to the Senior
Debt Facility Agreement" dated 31 August 1998 and the "Amending
and Restatement Deed (Senior Debt Facility Agreement)" dated 31
March 2000.
MARGIN means 2.5% per annum.
SECURITY TRUSTEE means Chase Securities Australia Limited (ABN 52
002 888 011).
SHAREHOLDERS AGREEMENT means the agreement so entitled dated on
or about the date of this deed between the Borrower, ABNAH and
the Security Trustee.
SHARES means ordinary shares in the capital of the Borrower.
SUBSCRIPTION SHARES means the shares being 7.5% of the issued
share capital of the Borrower and SUBSCRIPTION SHARE means any of
those shares.
VALUER means ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and such other valuer to be
determined by the Majority Participants (acting reasonably).
INCORPORATION OF TERMS
1.3 Clauses 1.2, 1.3, 1.8, 20, 22, 23, 34, 36, 37 and 39 of the
Amended and Restated Senior Debt Facility Agreement apply as if
set out in full in this deed with references to "this agreement"
construed as references to this deed.
ACKNOWLEDGEMENT
1.4 This deed supersedes all prior understandings and agreements,
written or oral, between the Group and the Participants in
respect of the Facility.
EFFECT
1.5 Clause 5 only has effect in accordance with clause 3. All other
parts of this deed have effect immediately upon execution.
2 CONSIDERATION
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Each party to this deed acknowledges incurring obligations and giving
rights under this deed for valuable consideration received from the
others.
3 CONDITIONS PRECEDENT AND SUBSEQUENT
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CONDITIONS PRECEDENT
3.1 Clause 5 of this deed is of no force or effect until the Agent
certifies in writing to all parties that it has received the
following, in form and substance satisfactory to the Agent, or
has waived the requirement to receive:
(a) a statutory declaration dated no earlier than seven days
before the date of this deed by a secretary or a director of
the Borrower and each Guarantor confirming that, in each
case, no alterations have been made to the constitution (if
any) and certificate of registration of that company between
the date on which they were last provided to the Agent and
the date of the declaration or, if such a statutory
declaration cannot be made, a certified copy of the
constitution (if any) and certificate of registration of the
relevant company; and
(b) a certified copy of:
(i) an extract of the minutes of a meeting of the board of
directors or, a duly appointed committee of the Board
(provided appropriate evidence of the appointment and
authority of that committee is also supplied), of the
Borrower and each Guarantor which evidences the
resolutions authorising the signing and delivery of and
observance of obligations under this deed, appointing
and authorising attorneys to execute this deed on its
behalf and which acknowledges that this deed will
benefit the company; and
(ii) the power of attorney under which a person signs and
delivers this deed for the Borrower and each Guarantor
and, if required by the Agent, evidence of its stamping
and registration; and
(iii) an extract of the minutes of an extraordinary general
meeting (or a certified copy of a resolution passed in
accordance with section 249A(2) of the Corporations
Law) of the shareholders or, for a single member
company, a certified copy of the member's resolution,
of each Guarantor which evidences the unanimous
resolutions of those shareholders authorising signing
and delivery of and observance of obligations under
this deed.
(c) a certified specimen signature of each person who is
authorised to sign and deliver this deed for the Borrower
and each Guarantor;
(d) an executed copy of this deed;
(e) a legal opinion from Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and from the
Borrower's Australian legal counsel with respect to this
deed in form and substance acceptable to the Agent;
(f) a certificate signed by 2 directors of the Borrower
evidencing:
(i) that there have been no material changes to the
Business since the date of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Report;
and
(ii) the age and amount of trade creditors of the Group and
confirmation, to the satisfaction of the Agent, that
all endeavours have been made by the Group to return
trade creditors to normal business terms;
(g) evidence:
(i) that ABNAH has subscribed for additional Shares in the
Borrower and has paid to the Borrower in aggregate
A$2,500,000 in immediately available funds as payment
for the subscription price; and
(ii) of acknowledgement of receipt of A$750,000 which forms
part of the A$2,500,000 referred to in sub-paragraph
(g)(i) by the Borrower from ABNAH before the date of
this deed;
(h) a Shareholders Agreement signed by amongst others the
Borrower, ABNAH and the Security Trustee;
(i) the initial issue and allotment of Shares to the Security
Trustee representing 7.5% of the total issued Shares in the
Borrower to the Security Trustee;
(j) a certified copy of the signed employment contract entered
into on a rolling 18 month basis by the Group with ▇▇▇▇▇
▇▇▇▇ to act as chief executive officer of the Group; and
(k) a copy of the corporate structure of the Group.
3.2 With respect to the requirements contained in clause 3.1,
anything required to be certified must be certified by the
secretary or a director of the relevant company as being true and
correct as at a date no earlier than 14 days before the date of
this deed.
CONDITION SUBSEQUENT
3.3 The Borrower will provide to the Agent within 90 days (or such
longer period as agreed by the Agent) of the date of this deed
the cash flow projections for a minimum 3 year period (commencing
from the Effective Date) in form and substance acceptable to the
Agent.
4 REPRESENTATIONS AND WARRANTIES
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The Borrower and each Guarantor represents and warrants as set
out in clause 14 of the Amended and Restated Senior Debt Facility
Agreement with respect to itself and as at the date of this deed.
5 AMENDMENT AND RESTATEMENT OF SENIOR DEBT FACILITY AGREEMENT
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5.1 With effect on and from the Effective Date, the Loan Agreement:
(a) is amended and restated so that it is in the form set out in
the annexure to this deed; and
(b) ceases to govern the terms of the Facility and the Facility
will be governed by the terms of the Amended and Restated
Senior Debt Facility Agreement.
5.2 As from the Effective Date, any reference in any document (other
than this deed) to "Senior Debt Facility Agreement" is a
reference to the Amended and Restated Senior Debt Facility
Agreement.
5.3 Except as specifically provided in this deed, nothing in this
deed:
(a) prejudices or adversely affects any right, power, discretion
or remedy arising under the Loan Agreement before the
Effective Date; or
(b) discharges, releases or otherwise affects any liability or
obligation arising under the Loan Agreement before the
Effective Date.
6 SHAREHOLDERS AGREEMENT
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6.1 In consideration for the Participants entering into this deed,
the Borrower agrees to:
(a) enter into the Shareholders Agreement; and
(b) procure ABNAH to do the same.
6.2 Each of the Participants agrees that all of the Shares that will
be issued to the Security Trustee under the Shareholders
Agreement will be held by the Security Trustee for each of the
Participants rateably in accordance with their Pro Rata Share
applied to the number of Shares held by the Security Trustee
(rounded up to the nearest whole share) from time to time.
7 ACKNOWLEDGMENTS
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7.1 The Borrower and each Guarantor:
(a) acknowledges that this deed is a "Transaction Document"
within the definition of that term in the Loan Agreement and
the Amended and Restated Senior Debt Facility Agreement;
(b) acknowledges that, except as expressly provided for in this
deed, nothing in this deed affects or limits their existing
obligations under any Transaction Document and in particular
the obligation to pay the increased Commitment Fee set out
in clause 6.2 of the Amendment Deed; and
(c) consents to the amendments and variations to the Loan
Agreement which are effected by this deed.
AMENDMENT FEE
7.2 The Participants acknowledge and now document that on 15 December
2000 the amendment fee contained in clause 6.1 of the Amendment
Deed was rescinded and reversed, as the intention to provide
financing until 31 December 2001 was renegotiated in principle,
on that date.
7.3 The Participants and the Borrower acknowledge, at the date of
this Deed, that a new amendment fee will be raised against the
Borrower in consideration for the Participants providing an
extended period of financing under this deed.
7.4 In consideration for entering into this deed, the Borrower agrees
to immediately issue 5% of its share capital to the Participants.
The issue of these shares, in settlement of the amendment fee
referred to in clause 7.3, represents consideration for the
Participants granting a 36 month extension of the Final Maturity
Date.
RELEASE OF ▇▇▇▇▇-▇▇▇▇▇▇
7.5 The Participants acknowledge that after they receive written
notice from the Borrower of the winding up and dissolution of
▇▇▇▇▇-▇▇▇▇▇▇ Payment Systems Pty Limited (ABN 32 006 412 657),
the Participants will procure the release of ▇▇▇▇▇-▇▇▇▇▇▇ as a
Guarantor.
DEBT SERVICE RESERVE ACCOUNT
7.6 The Borrower is entitled to withdraw any funds standing to the
credit of the Debt Service Reserve Account on the Effective Date.
8 COSTS AND EXPENSES
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If the Effective Date occurs, the Borrower agrees to pay the
Agent:
(a) on demand, for the account of the Agent or for the account
of each Participant, the costs, charges and expenses (and
any Taxes and fees relating thereto) in respect of the
negotiation, preparation and execution of this deed; and
(b) any other fees as advised in writing by the Agent and agreed
to by the Borrower.
9 COUNTERPARTS
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This deed may be executed in any number of counterparts. All
counterparts together will be taken to constitute one instrument.
EXECUTED as a deed.
SCHEDULE 1 GUARANTORS
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COMPANY NAME ABN PLACE OF
INCORPORATION ADDRESS
ABN Australasia Holdings 11 ▇▇▇ ▇▇▇ ▇▇▇ Victoria ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Pty Limited Highett Victoria 3190
American Banknote Pacific 19 072 977 265 Victoria ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Pty Ltd Highett Victoria 3190
American Banknote 25 072 977 292 Victoria ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ Pty Ltd ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇-▇▇▇▇▇▇ Payment 32 006 412 657 Victoria ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Systems Pty Limited ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ c/- ▇▇▇▇▇▇▇ ▇▇▇▇▇
New Zealand Limited Sheffield Young
▇▇▇▇▇ ▇
▇▇▇ ▇▇▇▇▇▇
▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇
SCHEDULE 2 PARTICIPANTS
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PARTICIPANT ABN ADDRESS
The Chase Manhattan Bank 43 074 112 011 ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
with a copy of any Notices to:
JPMorgan Business Credit Corp.
16th Floor
1166 Avenue of the Americas
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
JPMorgan Business Credit Corp.
17th Floor
1166 Avenue of the Americas
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇
SG Australia Limited 72 002 093 021 ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
BOS International 23 066 601 250 ▇▇▇▇▇ ▇▇
(▇▇▇▇▇▇▇▇▇) Limited ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Bank of Western 22 050 494 454 ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
The Toronto-Dominion Bank 74 082 818 175 ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
Credit Lyonnais S.A. Direction des Finances du Groupe
Departement de L'Ingenierie
Financiere du Group BC 1640
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇
with a copy of any Notices to:
Credit Lyonnais Singapore
Regional Recovery ▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
#▇▇-▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇
EXECUTION PAGE
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BORROWER
SIGNED, SEALED AND )
DELIVERED by )
)
as attorney for ABN AUSTRALASIA LIMITED under )
power of attorney dated )
)
in the presence of: )
)
................................................ )
Signature of witness )
)
................................................ )
Name of witness (block letters) )
)
................................................ )
Address of witness ) .........................
) By executing this deed the
................................................ ) the attorney states that
Occupation of witness ) the attorney has
) received no notice of
) revocation of the power of
) attorney
GUARANTORS
SIGNED, SEALED AND DELIVERED by )
as attorney for EACH GUARANTOR under power )
of attorney dated )
)
in the presence of: )
)
)
................................................ )
Signature of witness )
)
................................................ )
Name of witness (block letters) )
)
................................................ )
Address of witness ) ...........................
) By executing this deed the
................................................ ) attorney states that
Occupation of witness ) the attorney has received no
) notice of revocation
) of the power of attorney
PARTICIPANTS
SIGNED, SEALED AND DELIVERED by )
as attorney for BOS INTERNATIONAL (AUSTRALIA) )
LIMITED under power of attorney dated )
)
in the presence of: )
)
)
................................................ )
Signature of witness )
)
................................................ )
Name of witness (block letters) )
)
................................................ )
Address of witness )
) ...........................
................................................ ) By executing this deed the
Occupation of witness ) attorney states that the
) attorney has received no
) notice of revocation
) of the power of attorney
SIGNED, SEALED AND DELIVERED by )
as attorney for BANK OF WESTERN AUSTRALIA LIMITED)
under power of attorney dated )
)
in the presence of: )
)
)
................................................ )
Signature of witness )
)
................................................ )
Name of witness (block letters) )
)
................................................ )
Address of witness )
)
................................................ ) ...........................
Occupation of witness ) By executing this deed the
) attorney states that the
) attorney has received no
) notice of revocation
) of the power of attorney
SIGNED, SEALED AND DELIVERED by )
as attorney for THE CHASE MANHATTAN BANK under )
power of attorney dated )
)
in the presence of: )
)
)
................................................ )
Signature of witness )
)
................................................ )
Name of witness (block letters) )
)
................................................ )
Address of witness )
)
................................................ ) ...........................
Occupation of witness ) By executing this deed the
) attorney states that the
) attorney has received no
) notice of revocation of
) the power of attorney
SIGNED, SEALED AND DELIVERED by )
as attorney for CREDIT LYONNAIS S.A. under power )
of attorney dated )
)
in the presence of: )
)
)
................................................ )
Signature of witness )
)
................................................ )
Name of witness (block letters) )
)
................................................ )
Address of witness )
) ...........................
................................................ ) By executing this deed the
Occupation of witness ) attorney states that the
) attorney has received no
) notice of revocation of
) the power of attorney
SIGNED, SEALED AND DELIVERED by )
as attorney for SG AUSTRALIA LIMITED under power )
of attorney dated )
)
in the presence of: )
)
)
................................................ )
Signature of witness )
)
................................................ )
Name of witness (block letters) )
)
................................................ )
Address of witness )
) ...........................
................................................ ) By executing this deed the
Occupation of witness ) attorney states that the
) attorney has received no
) notice of revocation of
) the power of attorney
SIGNED, SEALED AND DELIVERED by )
as attorney for THE TORONTO-DOMINION BANK )
under power of attorney dated )
)
in the presence of: )
)
)
................................................ )
Signature of witness )
)
................................................ )
Name of witness (block letters) )
)
................................................ )
Address of witness )
)
................................................ ) ...........................
Occupation of witness ) By executing this deed the
) attorney states that the
) attorney has received no
) notice of revocation of
) the power of attorney
AGENT
SIGNED, SEALED AND DELIVERED by )
as attorney for CHASE SECURITIES )
AUSTRALIA LIMITED under power of )
attorney dated )
in the presence of: )
)
................................................ )
Signature of witness )
)
................................................ )
Name of witness (block letters) )
)
................................................ )
Address of witness )
) ...........................
................................................ ) By executing this deed the
Occupation of witness ) attorney states that the
) attorney has received no
) notice of revocation of
) the power of attorney
------------------------------------------------
DATED JUNE 2001
AMENDING AND RESTATEMENT DEED (SENIOR DEBT
FACILITY AGREEMENT)
ABN AUSTRALASIA LIMITED
(ABN 11 ▇▇▇ ▇▇▇ ▇▇▇)
("BORROWER")
EACH COMPANY NAMED IN SCHEDULE 1
(EACH A "GUARANTOR")
EACH BANK OR FINANCIAL INSTITUTION NAMED IN
SCHEDULE 2
(EACH A "PARTICIPANT")
CHASE SECURITIES AUSTRALIA LIMITED (ABN 52 002
888 011)
(AS "AGENT" AND "SECURITY TRUSTEE")
MALLESONS ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Solicitors
Level 60
Governor ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Telephone (▇▇ ▇) ▇▇▇▇ ▇▇▇▇
Fax (▇▇ ▇) ▇▇▇▇ ▇▇▇▇
DX ▇▇▇ ▇▇▇▇▇▇
Ref: PJD:KMA:WS
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CONTENTS AMENDING AND RESTATEMENT DEED (SENIOR DEBT FACILITY AGREEMENT)
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1 DEFINITIONS AND INTERPRETATION 1
2 CONSIDERATION 4
3 CONDITIONS PRECEDENT AND SUBSEQUENT 4
4 REPRESENTATIONS AND WARRANTIES 6
5 AMENDMENT AND RESTATEMENT OF SENIOR DEBT FACILITY
AGREEMENT 6
6 SHAREHOLDERS AGREEMENT 6
7 ACKNOWLEDGMENTS 7
8 COSTS AND EXPENSES 7
9 COUNTERPARTS 8
SCHEDULE 1 GUARANTORS 9
SCHEDULE 2 PARTICIPANTS 10
