Exhibit 10.43
SEVENTH AMENDMENT TO CREDIT AGREEMENT
This Seventh Amendment to Credit Agreement (this "Amendment") is
entered into as of October 14, 2003, by and among SMART & FINAL INC., a Delaware
corporation (the "Borrower"), the Guarantors listed on the signature pages
hereof, the financial institutions and other entities party hereto (the
"Lenders") and BNP PARIBAS, as Administrative Agent for the Lenders (the
"Administrative Agent").
RECITALS
A. The Borrower, the Lenders, the Administrative Agent, Xxxxxx
Trust & Savings Bank, as syndication agent, and Cooperative Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as
documentation agent, are parties to that certain Credit Agreement dated as of
November 30, 2001 (as amended to date, the "Credit Agreement"). Capitalized
terms used herein without definition have the meanings ascribed to such terms in
the Credit Agreement.
B. As a result of the recent sale of the Borrower's northern
California broadline foodservice operations to Sysco Corp., a Delaware
corporation, and Pacific Fresh Seafood Company, a California corporation, the
Borrower's Florida broadline foodservice operations and nine of the fourteen
Smart & Final stores located in Florida to GFS Holding Inc., a Michigan
corporation ("GFS"), and certain of GFS's subsidiaries, and the pending sale of
the Port Stockton dry grocery warehouse (collectively, the "Sale Transactions"),
the Borrower will not be in compliance with certain of the financial covenants
set forth in the Credit Agreement.
C. The Borrower has requested that the Lenders and the
Administrative Agent amend certain of the financial covenants and the
definitions related thereto.
D. The Administrative Agent and the Lenders have agreed to amend
certain of the financial covenants and the definitions related thereto, all as
provided hereinbelow.
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:
Section 1. Section References. Unless otherwise expressly stated
herein, all Section references herein shall refer to Sections of the Credit
Agreement.
Section 2. Amendment to Section 1.01 (Certain Defined Terms).
(a) The definition of "Adjusted EBITDA" set forth in Section
1.01 is hereby amended by deleting such definition in its entirety and replacing
it with the following:
"Adjusted EBITDA" means, for any period, determined for the Borrower
and its Subsidiaries on a Consolidated basis, EBITDA plus, with respect to
any fiscal quarter of the Borrower up to and including the second fiscal
quarter of Fiscal Year 2003, the interest component of all amounts paid as
rent under the Synthetic Lease.
(b) The definition of "Adjusted Leverage Ratio" set forth in
Section 1.01 is hereby amended by deleting such definition in its entirety and
replacing it with the following:
"Adjusted Leverage Ratio" means, as of any date of determination, the
ratio of (i) the sum of (A) Consolidated Total Debt as of the end of the
most recently ended fiscal quarter of the Borrower plus (B) the product of
(1) rent expense for the Borrower and its Subsidiaries on a Consolidated
basis for the four most recently completed fiscal quarters of the Borrower
multiplied by (2) 8 to (ii) the sum of (A) EBITDA for the Borrower and its
Subsidiaries on a Consolidated basis for the four most recently completed
fiscal quarters of the Borrower plus, (B) rent expense for the Borrower
and its Subsidiaries on a Consolidated basis for the four most recently
completed fiscal quarters of the Borrower; provided, that for purposes of
determining the Adjusted Leverage Ratio, "rent expense" shall be deemed to
be (i) $6,900,000 for the fourth fiscal quarter of Fiscal Year 2002, (ii)
$6,900,000 for the first fiscal quarter of Fiscal Year 2003 and (iii)
$7,100,000 for the second fiscal quarter of Fiscal Year 2003.
(c) The definition of "Applicable Margin" set forth in Section
1.01 is hereby amended by deleting such definition in its entirety and replacing
it with the following:
"Applicable Margin" means, for any fiscal quarter for each Interest
Type of Advance set forth below, the applicable rate per annum set forth
in the table below opposite the Senior Leverage Ratio determined as of the
last day of the immediately preceding fiscal quarter and beneath such
Interest Type of Advance:
--------------------------------------------------------------------------
Applicable Margin for Applicable Margin
Senior Leverage Eurodollar Rate for Base Rate
Tier Ratio Advances Advances
--------------------------------------------------------------------------
I ****2.75 3.50% 2.50%
--------------------------------------------------------------------------
II ****2.50 but *2.75 3.25% 2.25%
--------------------------------------------------------------------------
III ****2.25 but *2.50 3.00% 2.00%
--------------------------------------------------------------------------
IV ****2.00 but *2.25 2.75% 1.75%
--------------------------------------------------------------------------
*2.00 2.50% 1.50%
--------------------------------------------------------------------------
provided, however, that, notwithstanding the foregoing, (i) on the
Closing Date and until the six month anniversary thereof, the
Applicable Margin shall be 2.5% for Eurodollar Rate Advances and 1.5%
for Base Rate Advances, (ii) for purposes of determining the
Applicable Margin at any time following the six month anniversary of
the Closing Date, the Senior Leverage Ratio shall be deemed to be
* denotes less than
**** denotes greater than or equal to
2
greater than or equal to 2.75 to 1.0 at all times when a Default has
occurred and is continuing based on the Borrower's failure to deliver any
financial statement, compliance certificate or Borrowing Base Certificate
as and when required pursuant to Sections 6.03(a), 6.03(c) or 6.03(d), as
applicable, and (iii) during the period commencing on September 15, 2003
until March 15, 2004, the Applicable Margin shall equal 3.00% per annum
with respect to Eurodollar Rate Advances and 2.00% per annum with respect
to Base Rate Advances. For purposes of this Agreement, any change in the
Applicable Margin based on a change in the Senior Leverage Ratio shall be
effective three Business Days after the date of receipt by the
Administrative Agent of the financial statements, compliance certificate
and Borrowing Base Certificate required by Sections 6.03(a), 6.03(c) and
6.03(d), as applicable, reflecting such change.
(d) The definition of "Commitment Fee Percentage" set forth in
Section 1.01 is hereby amended by deleting such definition in its entirety and
replacing it with the following:
"Commitment Fee Percentage" means a fee on the undrawn amount of the
Facility equal to 0.50% per annum payable quarterly in arrears (and on
the Commitment Termination Date) following the Closing.
(e) The definition of "Consolidated Total Debt" set forth in
Section 1.01 is hereby amended by deleting the proviso thereto in its entirety
and replacing it with the following:
provided, that with respect to (i) fiscal quarters up to and including
the second fiscal quarter of Fiscal Year 2003, Consolidated Total Debt
for such periods shall not include any indebtedness in respect of the
Synthetic Lease and (ii) any periods after the second fiscal quarter of
Fiscal Year 2003, Consolidated Total Debt for such periods shall include
indebtedness in respect of the Synthetic Lease.
(f) The definition of "EBITDA" set forth in Section 1.01 is
hereby amended by deleting such definition in its entirety and replacing it with
the following:
"EBITDA" means, for any period, net income (or net loss) excluding
all non-cash extraordinary items of gain or loss, plus, to the extent
deducted in determining such net income (or net loss), the sum of (a)
interest expense, (b) income tax expense, (c) depreciation expense, (d)
amortization expense, (e) all other non-cash charges (including
impairment charges with respect to assets and goodwill) and (f) for the
third fiscal quarter of Fiscal Year 2003, up to $13,300,000 of after-tax
charges for discontinued operations, in each case determined in
accordance with GAAP for such period (to the extent not already included
in clause (e) above); provided, that EBITDA shall be calculated using the
quarterly amounts of (i) $20,500,000 for the fourth fiscal quarter of
Fiscal Year 2002, (ii) $16,200,000 for the first fiscal quarter of Fiscal
Year 2003 and (iii) $20,200,000 for the second fiscal quarter of Fiscal
Year 2003.
3
(g) The definition of "Fixed Charge Coverage Ratio" set forth
in Section 1.01 is hereby amended by deleting such definition in its entirety
and replacing it with the following:
"Fixed Charge Coverage Ratio" means, as of any date of determination,
determined for the period of four consecutive fiscal quarters ending as of
the last day of each fiscal quarter of the Borrower, the ratio of (a) the
sum of (i) Consolidated EBITDA of the Borrower and its Subsidiaries and
(ii) rent expense for the Borrower and its Subsidiaries on a Consolidated
basis for the four most recently completed fiscal quarters of the Borrower
to (b) the sum of (i) Consolidated Interest Expense of the Borrower and
its Subsidiaries and (ii) rent expense for the Borrower and its
Subsidiaries on a Consolidated basis for the four most recently completed
fiscal quarters of the Borrower; provided, that for purposes of
determining the Fixed Charge Coverage Ratio, (i) the quarterly amounts of
"rent expense" shall be deemed to be (A) $6,900,000 for the fourth fiscal
quarter of Fiscal Year 2002, (B) $6,900,000 for the first fiscal quarter
of Fiscal Year 2003 and (C) $7,100,000 for the second fiscal quarter of
Fiscal Year 2003 and (ii) the quarterly amounts of Consolidated Interest
Expense shall be deemed to be (A) $4,400,000 for the fourth fiscal quarter
of Fiscal Year 2002, (B) $4,600,000 for the first fiscal quarter of Fiscal
Year 2003 and (C) $4,500,000 for the second fiscal quarter of Fiscal Year
2003.
Section 3. Amendment to Section 6.04 (Financial Covenants). Section
6.04 is hereby amended to read in its entirety as follows:
Section 6.04. Financial Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid,
any Letter of Credit shall be outstanding or any Lender Party shall have
any Commitment hereunder, the Borrower will:
(a) Net Worth. Maintain at all times a Consolidated Net Worth of not
less than the sum of (i) $195,000,000, plus (ii) 50% of positive
cumulative Consolidated Net Income for any fiscal quarter of the Borrower
ending after the fiscal quarter ended October 5, 2003 (but without any
deduction for any period in which Consolidated Net Income is a negative
number) plus (iii) 100% of the amount of all cash proceeds of any equity
issuances by the Borrower or any of its Subsidiaries after the date
hereof; provided, however, that changes in other comprehensive income
after October 5, 2003 shall be disregarded in calculating Consolidated
Net Worth.
(b) Senior Leverage Ratio. Not permit the Senior Leverage Ratio at
the end of the fiscal quarters of the Borrower set forth below to exceed
the correlative ratio indicated:
-----------------------------------------------------------------
Fiscal Quarter Senior Leverage Ratio
-----------------------------------------------------------------
Fourth Quarter 2001 3.25 to 1.0
-----------------------------------------------------------------
First Quarter 2002 3.25 to 1.0
-----------------------------------------------------------------
4
-------------------------------------------------------
Second Quarter 2002 3.50 to 1.0
-------------------------------------------------------
Xxxxx Xxxxxxx 0000 3.50 to 1.0
-------------------------------------------------------
Fourth Quarter 2002 3.25 to 1.0
-------------------------------------------------------
First Quarter 2003 3.55 to 1.0
-------------------------------------------------------
Second Quarter 2003 3.00 to 1.0
-------------------------------------------------------
Xxxxx Xxxxxxx 0000 2.75 to 1.0
-------------------------------------------------------
Fourth Quarter 2003 2.75 to 1.0
-------------------------------------------------------
First Quarter 2004 2.75 to 1.0
-------------------------------------------------------
Second Quarter 2004 2.75 to 1.0
-------------------------------------------------------
Third Quarter 2004 2.75 to 1.0
-------------------------------------------------------
(c) Adjusted Leverage Ratio. Not permit the Adjusted Leverage
Ratio at the end of the fiscal quarters of the Borrower set forth below to
exceed the correlative ratio indicated:
-------------------------------------------------------
Fiscal Quarter Leverage Ratio
-------------------------------------------------------
Fourth Quarter 2001 4.50 to 1.0
-------------------------------------------------------
First Quarter 2002 4.60 to 1.0
-------------------------------------------------------
Second Quarter 2002 4.80 to 1.0
-------------------------------------------------------
Xxxxx Xxxxxxx 0000 4.75 to 1.0
-------------------------------------------------------
Fourth Quarter 2002 4.70 to 1.0
-------------------------------------------------------
First Quarter 2003 5.00 to 1.0
-------------------------------------------------------
Second Quarter 2003 4.50 to 1.0
-------------------------------------------------------
Xxxxx Xxxxxxx 0000 4.50 to 1.0
-------------------------------------------------------
Fourth Quarter 2003 4.50 to 1.0
-------------------------------------------------------
First Quarter 2004 4.50 to 1.0
-------------------------------------------------------
Second Quarter 2004 4.50 to 1.0
-------------------------------------------------------
Third Quarter 2004 4.50 to 1.0
-------------------------------------------------------
(d) Fixed Charge Coverage Ratio. Not permit the Fixed Charge
Coverage Ratio at the end of the fiscal quarters of the Borrower set forth
below to be less than the correlative ratio indicated:
-------------------------------------------------------
Fiscal Quarter Fixed Charge Coverage Ratio
-------------------------------------------------------
Fourth Quarter 2001 2.00 to 1.0
-------------------------------------------------------
First Quarter 2002 1.85 to 1.0
-------------------------------------------------------
Second Quarter 2002 1.85 to 1.0
-------------------------------------------------------
Xxxxx Xxxxxxx 0000 1.85 to 1.0
-------------------------------------------------------
Fourth Quarter 2002 1.85 to 1.0
-------------------------------------------------------
First Quarter 2003 1.75 to 1.0
-------------------------------------------------------
Second Quarter 2003 1.95 to 1.0
-------------------------------------------------------
Third Quarter 2003 2.0 to 1.0
-------------------------------------------------------
Fourth Quarter 2003 2.0 to 1.0
-------------------------------------------------------
First Quarter 2004 2.0 to 1.0
-------------------------------------------------------
Second Quarter 2004 2.0 to 1.0
-------------------------------------------------------
5
----------------------------------------------------------------------
Third Quarter 2004 2.0 to 1.0
----------------------------------------------------------------------
(e) Capital Expenditures.
(i) Not make, or permit any of its Subsidiaries to make, any
Capital Expenditures that would cause the aggregate of all such
Capital Expenditures made by the Borrower and its Subsidiaries to
exceed $50,000,000 during the Fiscal Year ended December 29, 2002 and
$40,000,000 during each Fiscal Year thereafter.
(ii) Not make, or permit any of its Subsidiaries to make, any
Capital Expenditures that would cause the aggregate of all such
Capital Expenditures made by the Borrower and its Subsidiaries to
exceed $12,500,000 during any fiscal quarter of the Borrower
commencing with the fiscal quarter of the Borrower ending March 23,
2003.
Section 4. Amendments to Synthetic Lease Documents. Upon the
execution of the Synthetic Lease Documents Amendments required under Section
5(a)(iii) below, the Required Lenders shall, by notice from the Administrative
Agent to the Borrower at any time within 90 days after receipt by the Lenders of
the Synthetic Lease Documents Amendments, be entitled to amend the Credit
Agreement to reflect any changes to the provisions of the Synthetic Lease
Documents that the Required Lenders consider more favorable than the
corresponding provisions in the Credit Agreement.
Section 5. Conditions Precedent. The effectiveness of this Amendment
is subject to the satisfaction of each of the following conditions precedent:
(a) The Administrative Agent shall have received all of the
following, in form and substance satisfactory to the Administrative Agent:
(i) Amendment Documents. This Amendment and any
other instrument, document or certificate required by the Administrative
Agent to be executed or delivered by the Borrower or any other Person in
connection with this Amendment, duly executed by such Persons (the
"Amendment Documents");
(ii) Consent of Required Lenders. The written consent
of the Required Lenders to this Amendment;
(iii) Amendment and Waiver connection with Synthetic
Lease Documents. (A) Copies of the amendment and waiver documents with
respect to the Synthetic Lease Documents (the "Synthetic Lease Documents
Amendments"), pursuant to which (1) the financial covenants and related
definitions contained in the Synthetic Lease Documents will be amended in
the same manner as set forth in this Amendment and (2) any other
conforming changes to the Synthetic Lease Documents reasonably requested
by the Administrative Agent will be
6
made and (B) evidence that such amendment, waiver and release
documents have been executed and are in full force and effect;
(iv) Diligence Materials. All diligence materials, in
form and substance satisfactory to the Administrative Agent, requested
by the Administrative Agent; and
(v) Additional Information. Such additional
documents, instruments and information as the Administrative Agent may
reasonably request to effect the transactions contemplated hereby.
(b) Each of the Lenders consenting to this Amendment on or
prior to 5:00 p.m. (EST) on October 14, 2003 shall have received an amendment
fee of 0.125% of its Commitment.
(c) The representations and warranties contained herein and in
the Credit Agreement shall be true and correct as of the date hereof as if made
on the date hereof (except for those which by their terms specifically refer to
an earlier date, in which case such representations and warranties shall be true
and correct as of such earlier date).
(d) All corporate proceedings taken in connection with the
transactions contemplated by this Amendment and all other agreements, documents
and instruments executed and/or delivered pursuant hereto, and all legal matters
incident thereto, shall be satisfactory to the Administrative Agent.
(e) No Default or Event of Default shall have occurred and be
continuing, after giving effect to this Amendment.
Section 6. Representations and Warranties. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that, as of
the date of and after giving effect to this Amendment, (a) the execution,
delivery and performance of this Amendment and any and all other Amendment
Documents executed and/or delivered in connection herewith have been authorized
by all requisite corporate action on the part of the Borrower and will not
violate the Borrower's certificate of incorporation or bylaws, (b) all
representations and warranties set forth in the Credit Agreement and in any
other Loan Document are true and correct as if made again on and as of such date
(except those, if any, which by their terms specifically relate only to an
earlier date, in which case such representations and warranties are true and
correct as of such earlier date), (c) no Default or Event of Default has
occurred and is continuing, and (d) the Credit Agreement (after giving effect to
this Amendment), and all other Loan Documents are and remain legal, valid,
binding and enforceable obligations in accordance with the terms thereof.
Section 7. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan Document
shall survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by the Administrative Agent or the Lenders, or
any
7
closing, shall affect the representations and warranties or the right of the
Administrative Agent and the Lenders to rely upon them.
Section 8. Certain Waivers. The Borrower and each Guarantor hereby
agrees that neither the Administrative Agent nor any Lender shall be liable
under a claim of, and hereby waives any claim against the Administrative Agent
and the Lenders based upon, lender liability (including, but not limited to,
liability for breach of the implied covenant of good faith and fair dealing,
fraud, negligence, conversion, misrepresentation, duress, control and
interference, infliction of emotional distress and defamation and breach of
fiduciary duties) as a result of any discussions or actions taken or not taken
by the Administrative Agent or the Lenders on or before the date hereof or the
discussions conducted pursuant hereto, or any course of action taken by the
Administrative Agent or any Lender in response thereto or arising therefrom.
This Section 8 shall survive the execution and delivery of this Amendment and
the other Loan Documents and the termination of the Credit Agreement.
Section 9. Reference to Agreement. Each of the Loan Documents,
including the Credit Agreement, and any and all other agreements, documents or
instruments now or hereafter executed and/or delivered pursuant to the terms
hereof or pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference in such Loan Documents to the Credit
Agreement, whether direct or indirect, shall mean a reference to the Credit
Agreement as amended hereby.
Section 10. Costs and Expenses. The Borrower shall pay on demand all
reasonable costs and expenses of the Administrative Agent (including the
reasonable fees, costs and expenses of counsel to the Administrative Agent)
incurred in connection with the preparation, execution and delivery of this
Amendment.
Section 11. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.
Section 12. Execution. This Amendment 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 by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.
Section 13. Limited Effect. This Amendment relates only to the
specific matters covered herein, shall not be considered to be a waiver of any
rights any Lender may have under the Credit Agreement (other than as expressly
set forth herein), and shall not be considered to create a course of dealing or
to otherwise obligate any Lender to execute similar amendments or grant any
waivers under the same or similar circumstances in the future.
8
Section 14. Ratification By Guarantors. Each of the Guarantors hereby
agrees to this Amendment, and each of the Guarantors acknowledges that such
Guarantor's Guaranty shall remain in full force and effect without modification
thereto.
9
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
SMART & FINAL INC.,
as Borrower
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
AMERICAN FOODSERVICE DISTRIBUTORS
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
SMART & FINAL STORES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
SMART & FINAL OREGON, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
PORT STOCKTON FOOD
DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President -
Finance
AMERIFOODS TRADING COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
CASINO FROZEN FOODS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
XXXXXXXXXXXXXXXXXXXXXX.XXX, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
XXXX PRODUCE INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
HL HOLDING CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Chief Financial Officer
BNP PARIBAS,
as Administrative Agent and a Lender
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxxxxx Xxxxxxx
Title: Director
XXXXXX TRUST & SAVINGS BANK
By: /s/ X. Xxxxx Place
-----------------------------------
Name: X. Xxxxx Place
Title: Vice President
COOPERATIVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Executive Director
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
CREDIT INDUSTRIEL ET
COMMERCIAL
By: /s/ Xxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx
Title: Vice President
By: /s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
COBANK, ACB
By: /s/ S. Xxxxxxx Xxxx
-----------------------------------
Name: S. Xxxxxxx Xxxx
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
NATEXIS BANQUE-BFCE
By: /s/ Xxxx Xxxxxx
----------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxxx X. van Tulder
----------------------------------------
Name: Xxxxxx X. van Tulder
Title: Vice President And Manager
Multinational Group
TRANSAMERICA BUSINESS
CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Goetschlus
--------------------------------------
Name: Xxxxxxx X. Goetschlus
Title: Senior Vice President
CITY NATIONAL BANK
By: /s/ Xxxxxx Xxxx
-----------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
RZB FINANCE LLC
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Group Vice President
By: /s/ Xxxxxxxxx Xxxxx
---------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Vice President
BANK OF THE WEST
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Syndications Officer
PREFERRED BANK
By: /s/ Xxxx Xxxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
BANK LEUMI USA
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
