EXHIBIT 10.24
EXECUTION COPY
AMENDMENT AND WAIVER NO. 2 UNDER THE LOAN DOCUMENTS
AMENDMENT AND WAIVER dated as of January 24, 2000 to the Amended and
Restated Credit Agreement dated as of March 24, 1999 (as modified by Waiver No.
1 dated as of December 30, 1999, the "CREDIT AGREEMENT") among United Industries
Corporation, a Delaware corporation (the "BORROWER"), certain banks, financial
institutions and other institutional lenders party thereto, Bank of America,
N.A. (formerly known as NationsBank, N.A.) ("B OF A"), as Swing Line Bank and
Initial Issuing Bank thereunder, Banc of America Securities LLC (formerly known
as NationsBanc Xxxxxxxxxx Securities LLC) ("BAS") and Xxxxxx Xxxxxxx Senior
Funding, Inc. ("MSSF"), as Co-Arrangers therefor, Canadian Imperial Bank of
Commerce, as Documentation Agent therefor, MSSF, as Syndication Agent
thereunder, BAS, as Lead Arranger and Book Manager therefor, and B of A, as
Administrative Agent (the "ADMINISTRATIVE AGENT") for the Lender Parties
thereunder. Capitalized terms not otherwise defined in this Amendment and Waiver
shall have the same meanings as specified therefor in the Credit Agreement.
PRELIMINARY STATEMENTS
(1) The Borrower has requested that the Lender Parties agree to amend
the Credit Agreement in order, among other things, (a) to modify Section 5.04(a)
of the Credit Agreement to increase the maximum Leverage Ratio that the Borrower
is permitted to maintain on and from time to time after the date of this
Amendment and Waiver and Sections 5.04(b) and 5.04(c) to decrease the minimum
Fixed Charge Coverage Ratio and Interest Coverage Ratio that the Borrower is
required to maintain for each Measurement Period ending on and after Xxxxx 00,
0000, (x) to modify the definition of "CONSOLIDATED EBITDA" set forth in Section
1.01 of the Credit Agreement to add back to the Consolidated Net Income of the
Borrower and its Subsidiaries for the applicable Measurement Periods the
aggregate amount of all fees paid in connection with this Amendment and Waiver
and (c) to modify the definition of "LEVERAGE RATIO" set forth in Section 1.01
of the Credit Agreement to include in the numerator of the Leverage Ratio the
average Consolidated cash balance of the Borrower and its Subsidiaries for the
applicable Measurement Period. The Borrower has further requested that the
Lender Parties agree to waive any and all Defaults and Events of Default under
Section 6.01(c) of the Credit Agreement that have occurred and are continuing as
a result of the failure of the Borrower to maintain a Leverage Ratio of not more
than 5.75:1 at all times during the period commencing on December 31, 1999 and
ending on the date of this Amendment and Waiver as required under the terms of
Section 5.04(a) of the Credit Agreement.
(2) The Lender Parties have indicated their willingness to agree to
so amend the Credit Agreement and to so waive the requirements of Section
5.04(a) of the Credit Agreement on the terms and subject to the satisfaction of
the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein and in the Loan Documents, the parties
hereto hereby agree as follows:
SECTION 1. AMENDMENTS OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT.
The Credit Agreement is, upon the occurrence of the Amendment Effective Date (as
hereinafter defined), hereby amended to read as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended to add the
following new definitions in their appropriate alphabetical order:
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"AMENDMENT NO. 2 EFFECTIVE DATE" means the first date on which
all of the conditions precedent to the effectiveness of Amendment and
Waiver No. 2 to the Loan Documents were satisfied.
"PERFORMANCE LEVEL V" means, at any date of determination, that
the Performance Level does not meet the requirements of Performance
Level I, Performance Level II, Performance Level III or Performance
Level IV."
(b) Section 1.01 of the Credit Agreement is hereby further amended to
restate the following definitions set forth therein in their entirety to
read as follows:
"APPLICABLE MARGIN" means, with respect to each of the Term
Facilities and the Revolving Credit Facility at any time and from time
to time on and after the Amendment No. 2 Effective Date, a rate per
annum equal to the percentage set forth below for the applicable Type
of Advances outstanding under such Facility opposite the applicable
Performance Level at such time:
TERM TERM
A/REVOLVING A/REVOLVING TERM B
CREDIT CREDIT TERM B BASE EURODOLLAR
PERFORMANCE BASE RATE EURODOLLAR RATE RATE
LEVEL ADVANCES RATE ADVANCES ADVANCES ADVANCES
----------------------------------------------------------------------------
I 1.00% 2.00% 2.25% 3.25%
II 1.25% 2.25% 2.25% 3.25%
III 1.50% 2.50% 2.25% 3.25%
IV 2.00% 3.00% 2.50% 3.50%
V 2.25% 3.25% 2.75% 3.75%
The Applicable Margin for each Base Rate Advance shall be determined
by reference to the Performance Level in effect from time to time and
the Applicable Margin for each Eurodollar Rate Advance shall be
determined by reference to the Performance Level in effect on the
first day of each Interest Period.
"APPLICABLE PERCENTAGE" means, with respect to the Commitment
Fee, at any time and from time to time on and after the Amendment No.
2 Effective Date, a percentage per annum equal to the applicable
percentage set forth below for the Performance Level set forth below:
PERFORMANCE LEVEL COMMITMENT FEE
-------------------------------------------------------------
I 0.375%
II 0.500%
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PERFORMANCE LEVEL COMMITMENT FEE
-------------------------------------------------------------
III 0.500%
IV 0.500%
V 0.500%
The Applicable Percentage for the Commitment Fee shall be determined
by reference to the Performance Level in effect from time to time.
"PERFORMANCE LEVEL IV" means, at any date of determination, that
(a) the Performance Level does not meet the requirements of
Performance Level I, Performance Level II or Performance Level III and
(b) the Borrower and its Subsidiaries shall have maintained a Leverage
Ratio of less than 6.00:1 for the most recently completed Measurement
Period prior to such date."
(c) The definition of "CONSOLIDATED EBITDA" set forth in Section 1.01
of the Credit Agreement is hereby amended (i) to delete the word "and" at
the end of subclause (B) of the PROVISO clause thereto and to substitute
therefor the new punctuation "," and (ii) to add the following new
subclause (D) to the PROVISO clause thereto:
"and (D) the aggregate amount of all fees and expenses paid to Persons
other than Affiliates of the Borrower in connection with Amendment and
Waiver No. 2 to the Loan Documents during such period".
(d) The definition of "LEVERAGE RATIO" set forth in Section 1.01 of
the Credit Agreement is hereby amended to add after the language "evidenced
by the Permitted Preferred Stock)" at the end of subclause (a)(iii) thereof
the following new subclause (a)(iv):
"LESS (iv) the average daily aggregate amount of all cash on deposit
in the investment accounts and deposit accounts of the Borrower and
its Subsidiaries during the most recently completed Measurement Period
prior to such date".
(e) The definition of "PERFORMANCE LEVEL" set forth in Section 1.01
of the Credit Agreement is hereby amended (i) to delete the language "or
Performance Level IV" in the second line thereof and to substitute therefor
the new language ", Performance Level IV or Performance Level V" and (ii)
to delete the language "deemed to be Performance Level IV" in the seventh
line of clause (b) thereof and to substitute therefor the new language
"deemed to be Performance Level V".
(f) Section 5.02(h) of the Credit Agreement is hereby amended to
restate subclause (i)(f)(2) thereof in its entirety to read as follows:
"(2) if the Performance Level is Performance Level III, Performance
Level IV or Performance Level V, with up to $5,000,000 of the
aggregate amount of Excess Cash Flow that, under the terms of this
Agreement, is available to the Borrower from one or more prior Fiscal
Years".
4
(g) Section 5.03(e) of the Credit Agreement is hereby amended to add
at the beginning of clause (iii) thereof the following new language:
"(A) duly certifying the average daily aggregate amount of all cash on
deposit in the investment accounts and deposit accounts of the
Borrower and its Subsidiaries during such Fiscal Quarter or the last
Fiscal Quarter of such Fiscal Year, as the case may be, and (B)".
(h) Section 5.04 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"SECTION 5.04. FINANCIAL COVENANTS. So long as any of the
Advances or any of the other Obligations of any Loan Party under or in
respect of any of the Loan Documents (other than any such Obligations
of any of the Loan Parties under Section 2.10, 2.12 or 8.04 (or other
similar provisions of the other Loan Documents that are specified
under the terms thereof to survive the payment in full of such other
Obligations under or in respect of the Loan Documents) to the extent
no demand or claim thereunder has been made) shall remain unpaid, any
of the Letters of Credit shall remain outstanding or any of the Lender
Parties shall have any Commitment hereunder, the Borrower will:
(a) LEVERAGE RATIO. Maintain a Leverage Ratio at all times
of not more than the amount set forth below for and during the
period set forth below:
PERIOD RATIO
-------------------------------- --------
January 24, 2000 through
March 30, 2000 6.50:1
March 31, 2000 through
June 29, 2000 7.05:1
June 30, 2000 through
September 29, 2000 7.05:1
September 30, 2000 through
December 30, 2000 7.05:1
December 31, 2000 through
March 30, 2001 6.60:1
March 31, 2001 through
June 29, 2001 6.50:1
June 30, 2001 through
September 29, 2001 6.25:1
September 30, 2001 through
December 30, 2001 6.10:1
5
PERIOD RATIO
-------------------------------- --------
December 31, 2001 through
March 30, 2002 6.10:1
March 31, 2002 through
June 29, 2002 6.10:1
June 30, 2002 through
September 29, 2002 5.75:1
September 30, 2002 through
December 30, 2002 5.45:1
December 31, 2002 through
March 30, 2003 5.45:1
March 31, 2003 through
June 29, 2003 5.45:1
June 30, 2003 through
September 29, 2003 5.05:1
September 30, 2003 through
December 30, 2003 4.75:1
December 31, 2003 through
March 30, 2004 4.75:1
March 31, 2004 through
June 29, 2004 4.75:1
June 30, 2004 through
September 29, 2004 4.30:1
September 30, 2004 through
December 30, 2004 4.05:1
December 31, 2004 through
March 30, 2005 4.05:1
March 31, 2005 through
June 29, 2005 4.05:1
June 30, 2005 and
thereafter 3.50:1
6
(b) FIXED CHARGE COVERAGE RATIO. Maintain a Fixed Charge
Coverage Ratio as of the last day of each Measurement Period of
not less than the amount set forth below for each Measurement
Period set forth below:
MEASUREMENT PERIOD
ENDING IN RATIO
------------------------------ --------
March 2000 1.00:1
June 2000 1.00:1
September 2000 1.00:1
December 2000 1.00:1
March 2001 1.10:1
June 2001 1.10:1
September 2001 1.10:1
December 2001 1.10:1
March 2002 1.10:1
June 2002 1.20:1
September 2002 1.20:1
December 2002 1.20:1
March 2003 1.20:1
June 2003 1.25:1
September 2003 1.25:1
December 2003 1.25:1
March 2004 1.25:1
June 2004 1.30:1
September 2004 1.30:1
December 2004 1.30:1
March 2005 1.30:1
7
MEASUREMENT PERIOD
ENDING IN RATIO
------------------------------ --------
June 2005 and thereafter 1.40:1
(c) INTEREST COVERAGE RATIO. Maintain an Interest Coverage
Ratio as of the last day of each Measurement Period of not less
than the amount set forth below for each Measurement Period set
forth below:
MEASUREMENT PERIOD
ENDING IN RATIO
------------------------------ --------
March 2000 1.45:1
June 2000 1.45:1
September 2000 1.45:1
December 2000 1.50:1
March 2001 1.50:1
June 2001 1.60:1
September 2001 1.60:1
December 2001 1.60:1
March 2002 1.60:1
June 2002 1.75:1
September 2002 1.75:1
December 2002 1.75:1
March 2003 1.75:1
June 2003 1.90:1
September 2003 1.90:1
December 2003 1.90:1
March 2004 1.90:1
June 2004 2.25:1
September 2004 2.25:1
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MEASUREMENT PERIOD
ENDING IN RATIO
------------------------------ --------
December 2004 2.25:1
March 2005 2.25:1
June 2005 and thereafter 3.00:1
(i) Section 8.07 of the Credit Agreement is hereby amended to add at
the end of subsection (j) thereof the following new language:
"Any of the Lender Parties that are funds that invest in syndicated
bank loans in the ordinary course of their business may, with the
consent of the Administrative Agent and, so long as no Default shall
have occurred and be continuing, the Borrower (such consent not to be
unreasonably withheld or delayed), pledge all or any portion of its
rights under this Agreement (including, without limitation, the
Advances owing to in and the Note or Notes held by it) to any trustee
for, or any other representative of, holders of obligations owed, or
securities issued, by such fund as security for such obligations or
securities; PROVIDED, HOWEVER, that notwithstanding such pledge, (i)
such Lender Party's obligations under this Agreement shall remain
unchanged, (ii) such Lender Party shall continue to be solely
responsible to the Agents and the other Lender Parties for the
performance of such obligations, (iii) such Lender Party shall
continue to be responsible for taking any actions permitted to be
taken under this Agreement, including, without limitation, actions to
approve any amendment or waiver of any provision of this Agreement or
any of the other Loan Documents, or any consent to any departure by
any of the Loan Parties therefrom, and (iv) in the event such trustee
or other representative forecloses on such pledge, such Lender Party
and such trustee or other representative will be required to comply
with Section 8.07(e) in order for such Lender Party to assign its
rights and obligations hereunder to any other Person, including,
without limitation, such trustee or other representative."
SECTION 2. WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. Any
and all Defaults and Events of Default under Section 6.01(c) of the Credit
Agreement that have occurred and are continuing as a result of the failure of
the Borrower to maintain a Leverage Ratio of not more than 5.75:1 at all times
during the period commencing on December 31, 1999 and ending on the date of this
Amendment and Waiver are hereby waived by the Lender Parties.
SECTION 3. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT
AND WAIVER. This Amendment and Waiver shall become effective as of the first
date (the "AMENDMENT EFFECTIVE DATE") on which, and only if, each of the
following conditions precedent shall have been satisfied:
(a) The Administrative Agent shall have received counterparts of this
Amendment and Waiver executed by the Borrower and the Required Lenders or,
as to any of the Lender Parties, advice satisfactory to the Administrative
Agent that such Lender Party has executed this Amendment and Waiver.
9
(b) The representations and warranties contained in each of the Loan
Documents shall be correct in all material respects on and as of the
Amendment Effective Date, after giving effect to this Amendment and Waiver,
as though made on and as of such date (except (i) for any such
representation and warranty that, by its terms, refers to a specific date
other than the Amendment Effective Date, in which case as of such specific
date, and (ii) that the financial statements of the Borrower referred to in
Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to
refer to the financial statements of the Borrower comprising part of the
Required Financial Information most recently delivered to the
Administrative Agent and the Lender Parties pursuant to Sections 5.03(c)
and 5.03(d), respectively, on or prior to the Amendment Effective Date).
(c) Except as set forth in Section 2, no event shall have occurred
and be continuing or shall result from the effectiveness of this Amendment
and Waiver that constitutes a Default.
(d) The Borrower shall have paid to the Administrative Agent, for the
account of each of the Lenders that has executed and delivered a
counterpart of this Amendment and Waiver to the Administrative Agent on or
prior to the Amendment Effective Date (or advised the Administrative Agent
in a manner satisfactory to it that such Lender has executed this Amendment
and Waiver on or prior to the Amendment Effective Date), an amendment fee
of 0.175% on the aggregate Commitments of such Lender.
(e) All of the accrued fees and expenses of the Administrative Agent,
the Lead Arranger and Book Manager and the Lender Parties (including the
accrued fees and expenses of counsel for the Agents) shall have been paid
in full.
The effectiveness of this Amendment and Waiver is further conditioned upon the
accuracy of all of the factual matters described herein. This Amendment and
Waiver is subject to the provisions of Section 8.01 of the Credit Agreement.
SECTION 4. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) On and
after the Amendment Effective Date, each reference in the Credit Agreement to
"THIS AGREEMENT", "HEREUNDER", "HEREOF" or words of like import referring to the
Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to "THE CREDIT AGREEMENT", "THEREUNDER", "THEREOF" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended and otherwise modified by this Amendment and
Waiver.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as amended and otherwise modified by the amendments and waivers
specifically provided above in Sections 1 and 2, are and shall continue to be in
full force and effect and are hereby in all respects ratified and confirmed. The
execution, delivery and effectiveness of this Amendment and Waiver shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any of the Secured Parties or the Administrative Agent under any of
the Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 5. COSTS AND EXPENSES. The Borrower hereby agrees to pay, upon
demand, all of the reasonable costs and expenses of the Administrative Agent and
the Lead Arranger and Book Manager (including, without limitation, the
reasonable fees and expenses of counsel for the Agents) in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Amendment and
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Waiver and all of the agreements, instruments and other documents delivered or
to be delivered in connection herewith, all in accordance with the terms of
Section 8.04 of the Credit Agreement.
SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment and Waiver may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment and Waiver by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment and Waiver.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
11
SECTION 7. GOVERNING LAW. This Amendment and Waiver shall be governed
by, and construed in accordance with, the laws of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be executed by their respective officers, thereunto duly authorized,
as of the date first written above.
THE BORROWER
UNITED INDUSTRIES CORPORATION
By
------------------------------------------
Name:
Title:
THE AGENTS
BANK OF AMERICA, N.A., as Administrative
Agent
By
------------------------------------------
Name:
Title:
BANC OF AMERICA SECURITIES LLC, as Lead
Arranger and Book Manager and a Co-Arranger
By
------------------------------------------
Name:
Title:
12
XXXXXX XXXXXXX SENIOR FUNDING, INC., as
Syndication Agent and a Co-Arranger
By
------------------------------------------
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE,
as Documentation Agent
By
------------------------------------------
Name:
Title:
THE LENDER PARTIES
BANK OF AMERICA, N.A., as a Lender and the
Initial Issuing Bank
By
------------------------------------------
Name:
Title:
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By
------------------------------------------
Name:
Title:
CIBC INC.
By
------------------------------------------
Name:
Title:
13
XXXXXX FINANCIAL, INC.
By
------------------------------------------
Name:
Title:
KEY CORPORATE CAPITAL INC.
By
------------------------------------------
Name:
Title:
ARAB BANKING CORPORATION (B.S.C.)
By
------------------------------------------
Name:
Title:
BANKBOSTON, N.A.
By
------------------------------------------
Name:
Title:
00
XXX XXXX XX XXXX XXXXXX
By
------------------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By
------------------------------------------
Name:
Title:
CITY NATIONAL BANK
By
------------------------------------------
Name:
Title:
COMERICA BANK
By
------------------------------------------
Name:
Title:
FIRST BANK
By
------------------------------------------
Name:
Title:
15
THE FUJI BANK, LIMITED
By
------------------------------------------
Name:
Title:
IKB DEUTSCHE INDUSTRIEBANK AG LUXEMBOURG
BRANCH
By
------------------------------------------
Name:
Title:
By
------------------------------------------
Name:
Title:
MERCANTILE BANK NATIONAL ASSOCIATION
By
------------------------------------------
Name:
Title:
NATIONAL CITY BANK
By
------------------------------------------
Name:
Title:
THE PROVIDENT BANK
By
------------------------------------------
Name:
Title:
16
US TRUST
By
------------------------------------------
Name:
Title:
XXXXXXX BANK
By
------------------------------------------
Name:
Title:
FIRSTRUST BANK
By
------------------------------------------
Name:
Title:
BANK POLSKA KASA OPIEKI S.A. PEKAO S.A.
GROUP -
NEW YORK BRANCH
By
------------------------------------------
Name:
Title:
BAY VIEW FINANCIAL CORPORATION
By
------------------------------------------
Name:
Title:
17
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured Management,
Inc., as attorney in fact
By
------------------------------------------
Name:
Title:
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management,
Inc., as Portfolio Advisor
By
------------------------------------------
Name:
Title:
KZH RIVERSIDE LLC
By
------------------------------------------
Name:
Title:
PINEHURST TRADING, INC.
By
------------------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company, Inc., its Managing Member
By
------------------------------------------
Name:
Title:
18
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By
------------------------------------------
Name:
Title:
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By
------------------------------------------
Name:
Title:
KZH CYPRESSTREE-1 LLC
By
------------------------------------------
Name:
Title:
KZH LANGDALE LLC
By
------------------------------------------
Name:
Title:
SRF TRADING, INC.
By
------------------------------------------
Name:
Title:
19
XXXXX XXX & XXXXXXX CLO 1 LTD.
By: Xxxxx Xxx & Farnham Incorporated,
as Portfolio Manager
By
------------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By
------------------------------------------
Name:
Title:
FRANKLIN FLOATING RATE TRUST
By
------------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By
------------------------------------------
Name:
Title:
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management,
as Investment Advisor
By
------------------------------------------
Name:
Title:
20
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By: Xxxxx Xxxxx Management,
as Investment Advisor
By
------------------------------------------
Name:
Title:
NORTHWOODS CAPITAL, LIMITED
By: Xxxxxx, Xxxxxx & Company LP,
as Collateral Manager
By
------------------------------------------
Name:
Title:
CERES FINANCE LTD.
By
------------------------------------------
Name:
Title:
ATHENA CDO, LIMITED
By: Pacific Investment Management Company,
as its Investment Advisor
By
------------------------------------------
Name:
Title:
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By
------------------------------------------
Name:
Title:
21
BANK LEUMI USA
By
------------------------------------------
Name:
Title:
FIRST DOMINION FUNDING II
By
------------------------------------------
Name:
Title:
CARLYLE HIGH YIELD PARTNERS II, LTD.
By
------------------------------------------
Name:
Title:
ARES III CLO LTD.
By: Ares CLO Management LLC
By
------------------------------------------
Name:
Title:
GALAXY CLO 1999-1, LTD.
By
------------------------------------------
Name:
Title:
KZH SOLEIL-2 LLC
By
------------------------------------------
Name:
Title:
22
BLACK DIAMOND CLO 1998-1 LTD.
By
------------------------------------------
Name:
Title:
BLACK DIAMOND INTERNATIONAL FUNDING, LTD.
By
------------------------------------------
Name:
Title:
