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AMENDMENT NO. 5 TO LOAN AGREEMENT
AMENDMENT NO. 5, dated as of September 30, 1998, among GS TECHNOLOGIES
OPERATING CO., INC., a Delaware corporation ("GSTOC"), and its direct and
indirect Subsidiaries, CI (U.S.) CORP. (formerly Control International, Inc.), a
Utah corporation ("CII"), GEORGETOWN STEEL CORPORATION, a Delaware corporation
("GSC"), and FLORIDA WIRE AND CABLE, INC., a Delaware corporation ("FWCC")
(GSTOC, CII, GSC, and FWCC, individually a "Borrower", and collectively
"Borrowers"), the Lenders (as defined herein), MELLON BANK, N.A., a national
banking association ("Mellon") as documentation agent for the Lenders (Mellon,
in such capacity, being "Documentation Agent"), and GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation ("GE Capital"), as agent for the Lenders (GE
Capital, in such capacity, being "Agent").
Borrowers, Agent, Documentation Agent and Lenders are parties to a Loan
Agreement, dated as of October 5, 1995, as amended by Amendment No. 1 to Loan
Agreement dated July 8, 1996, Amendment No. 2 to Loan Agreement dated as of
December 20, 1996, Amendment No. 3 to Loan Agreement dated as of March 18, 1997,
and Amendment No. 4 to Loan Agreement dated as of December 1, 1997 (as amended,
the "Loan Agreement"). Borrowers, Agent, Documentation Agent and the Lenders
desire to amend the Loan Agreement in certain respects, and, accordingly,
Borrowers, Agent, Documentation Agent and Lenders agree as follows:
1. DEFINITIONS. Except as otherwise provided herein, the terms
defined in the Loan Agreement are used herein as defined therein.
2. AMENDMENT TO DEFINITION OF "APPLICABLE REVOLVING CREDIT LOAN
MARGIN." Effective as of the date hereof, the definition of "Applicable
Revolving Credit Loan Margin" in Section 1 of the Loan Agreement is hereby
amended as follows:
(a) The following language shall be inserted immediately prior to
the schedule currently contained in the definition of
"Applicable Revolving Credit Loan Margin":
"(a) For the period beginning on October 1, 1998, and
ending on December 31, 1999, the following schedule
will apply:"
(b) The schedule currently contained in the definition of
"Applicable Revolving Credit Loan Margin" is hereby amended by
deleting in its entirety the last row of the schedule stating
"Less than 1.75 to 1.00 1.25% 2.50%" and inserting in lieu
thereof the following:
"Less than 1.75 to 1.00 1.75% 3.00%"
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(c) The following shall be inserted immediately following the
schedule currently contained in the definition of "Applicable
Revolving Credit Loan Margin":
"(b) For all periods beginning after December 31, 1999,
the following schedule will apply:
RANGE OF APPLICABLE MARGIN (% P.A.)
CONSOLIDATED INTEREST --------------------------
COVERAGE RATIO INDEX RATE LOANS LIBOR RATE LOANS
-------------- ---------------- ----------------
3.75 or more to 1.00 0% 1.25%
Less than 3.75 to 1.00, 0.25% 1.50%
but not less than
3.25 to 1.00
Less than 3.25 to 1.00, 0.50% 1.75%
but not less than
2.75 to 1.00
Less than 2.75 to 1.00, 0.75% 2.00%
but not less than
2.25 to 1.00
Less than 2.25 to 1.00, 1.00% 2.25%
but not less than
1.75 to 1.00
Less than 1.75 to 1.00, 1.25% 2.50%
but not less than
1.25 to 1.00
Less than 1.25 to 1.00, 1.50% 2.75%
but not less than
1.00 to 1.00
Less than 1.00 to 1.00, 1.75% 3.00%
but not less than
0.75 to 1.00
Less than 0.75 to 1.00 2.00% 3.25%"
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3. AMENDMENT AND RESTATEMENT OF DEFINITION OF "CONSOLIDATED CASH
FLOW". Effective as of the date hereof, the definition of "Consolidated Cash
Flow" in Section 1 of the Loan Agreement is hereby amended and restated as
follows:
"CONSOLIDATED CASH FLOW" shall mean, with respect to any
Person for any period, the aggregate amount of sales and other
operating revenues of such Person and its consolidated
Subsidiaries for such period, less the cost of goods sold and
selling, general and administrative expenses for such period
before extraordinary items, interest, taxes, depreciation,
amortization and other non-cash charges including non-cash
SFAS-106 provisions, and, as to Borrowers, before cash
expenses and costs directly related to the Acquisition, and
the consummation of the transactions contemplated by the Loan
Documents of such Person during such period, and, as to
Borrowers, plus cash receipts for technical fees, plus other
cash receipts actually received from GST in an amount not to
exceed cash received by GST from the GST Subsidiaries during
such period consisting of the earnings of such GST
Subsidiaries, plus equity losses from the investment in the
DRI Entity, and minus any payments pursuant to clause (iv) of
Section 7.14 based upon Permanent Advances or a percentage of
the cumulative retained earnings of GSTOC and its consolidated
Subsidiaries, and minus equity income from the investment in
the DRI Entity. Notwithstanding the foregoing, Consolidated
Cash Flow shall not include any unrealized foreign currency
translation gains or losses resulting from the remeasurement
of United States dollar denominated indebtedness (including,
without limitation, the Revolving Credit Loans, the Term Loans
and the Letter of Credit Obligations hereunder) of any Person
into the functional currency of such Person (if such currency
is a currency other than United States dollars) for financial
reporting purposes.
4. AMENDMENT TO DEFINITION OF "CONSOLIDATED NET WORTH." Effective
as of the date hereof, the definition of "Consolidated Net Worth" in Section 1
of the Loan Agreement is hereby amended by deleting the period following "GAAP"
in the last line and adding the following:
"and, in addition, such calculation shall exclude non-cash
losses on the sale, transfer, write-down or other disposition
by GSTOC of assets or investments after the date hereof up to
an aggregate maximum amount of "$20,000,000."
5. AMENDMENT TO DEFINITION OF "ELIGIBLE INVENTORY". Effective as
of the date hereof, the definition of "Eligible Inventory" in Section 1 of the
Loan Agreement is hereby amended by deleting the word "or" following clause (h),
by changing the period at the end of clause (i) to a semicolon, and by adding
the following:
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"or (j) it consists of equipment spares and Agent shall have
determined, in its reasonable discretion, following an
appraisal of the Inventory, that equipment spares shall not be
deemed eligible."
6. DEFINITION OF "GSTOC CONSOLIDATED CASH FLOW." Effective as of
the date hereof, the following definition is added to Section 1 of the Loan
Agreement in alphabetical order:
"GSTOC CONSOLIDATED CASH FLOW" shall mean, with respect to
GSTOC for any period, the aggregate amount of sales and other operating
revenues of GSTOC and its consolidated Subsidiaries for such period,
less the costs of goods sold and selling, general and administrative
expenses for such period before extraordinary items, interest, taxes,
depreciation, amortization and other non-cash charges including
non-cash SFAS-106 provisions of GSTOC and its consolidated Subsidiaries
during such period, and, as to GSTOC and its consolidated Subsidiaries,
plus cash receipts for technical fees, plus equity losses from the
investment in the DRI Entity, and minus any payments pursuant to clause
(iv) of Section 7.14 based upon Permanent Advances or a percentage of
the cumulative retained earnings of GSTOC and its consolidated
Subsidiaries, and minus equity income from the investment in the DRI
Entity. Notwithstanding the foregoing, GSTOC Consolidated Cash Flow
shall not include any unrealized foreign currency translation gains or
losses resulting from the remeasurement of United States dollar
denominated indebtedness (including, without limitation, the Revolving
Credit Loans, the Term Loans and the Letter of Credit Obligations
hereunder) of GSTOC or its consolidated Subsidiaries into the
functional currency of such Person (if such currency is a currency
other than United States dollars) for financial reporting purposes.
7. AMENDMENT TO DEFINITION OF "TERM LOAN LIBOR RATE". Effective
as of the date hereof, the definition of "Term Loan LIBOR Rate" in Section 1 of
the Loan Agreement is hereby amended and restated as follows:
"TERM LOAN LIBOR RATE" shall mean the LIBOR Rate during the
LIBOR Rate Interest Period, plus an applicable margin, which
shall be (a) 3.25% for the period beginning on October 1, 1998
and ending on December 31, 1999, and (b) for all periods
beginning after December 31, 1999, an amount which shall be
adjusted as of the first day of the applicable Fiscal Quarter
based on the Consolidated Interest Coverage Ratio of GSTOC and
its Subsidiaries for the 12-month period then ended, as
follows:
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RANGE OF
CONSOLIDATED INTEREST
COVERAGE RATIO APPLICABLE MARGIN AMOUNT
-------------- ------------------------
1.25 or more to 1.00 2.75%
Less than 1.25 to 1.00, 3.00%
but not less than
1.00 to 1.00
Less than 1.00 to 1.00 3.25%
8. YEAR 2000 DEFINITIONS. Effective as of the date hereof, the
following definitions are added to Section 1 of the Loan Agreement in
alphabetical order:
"GSTOC AUTOMATED STEEL-MAKING SYSTEM" shall mean the
automated steel-making system software and components
to be implemented by GSC and the GST Steel Division
of GSTOC commencing in January 1999.
"THIRD PARTY INTERACTIVES" shall mean all Persons (i)
with whom any Borrower exchanges data electronically
in the ordinary course of business and (ii) which are
material to the operations of any Borrower,
including, without limitation, material customers,
suppliers, third-party vendors, subcontractors,
processors-converters, shippers and warehousemen.
"YEAR 2000 ASSESSMENT" shall mean a comprehensive
written assessment of the nature and extent of each
Borrower's Year 2000 Problems and Year 2000
Date-Sensitive Systems/Components.
"YEAR 2000 CORRECTIVE ACTIONS" shall mean, as to each
Borrower, all actions necessary to eliminate such
Borrower's Year 2000 Problems, including, without
limitation, computer code enhancements and revisions,
upgrades and replacements of Year 2000 Date-Sensitive
Systems/Components.
"YEAR 2000 CORRECTIVE PLAN" shall mean, with respect
to each Borrower, a comprehensive plan to eliminate
all of its Year 2000 Problems on or before
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October 31, 1999, including without limitation (i)
computer code enhancements or revisions, (ii)
upgrades or replacements of Year 2000 Date-Sensitive
Systems/Components, (iii) test and validation
procedures, (iv) an implementation time line and
budget, (v) designation of specific employees who
will be responsible for planning, coordinating and
implementing each phase or subpart of the Year 2000
Corrective Plan, and (vi) communication with all
Third Party Interactives to assess Year 2000 Problems
of any such Third Party Interactive which, if not
timely corrected, could reasonably be expected to
materially and adversely affect the operations of any
Borrower, and to determine what steps that such Third
Party Interactives are taking to address such
problems.
"YEAR 2000 DATE-SENSITIVE SYSTEM/COMPONENT" shall
mean, as to any Person, any system software, network
software, applications software, data base, computer
file, embedded microchip, firmware or hardware that
accepts, creates, manipulates, sorts, sequences,
calculates, compares or outputs calendar-related data
accurately; such systems and components shall
include, without limitation, mainframe computers,
file server/client systems, computer workstations,
routers, hubs, other network-related hardware, and
other computer-related software, firmware or hardware
and information processing and delivery systems of
any kind and telecommunications systems and other
communications processors, security systems, alarms,
elevators and HVAC systems.
"YEAR 2000 IMPLEMENTATION TESTING" shall mean, as to
each Borrower, (i) the performance of test and
validation procedures regarding Year 2000 Corrective
Actions on a unit basis and on a systemwide basis;
(ii) the performance of test and validation
procedures regarding data exchanges among the
Borrowers' Year 2000 Date-Sensitive
Systems/Components, and (iii) the design and
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implementation of additional Corrective Actions, the
need for which has been demonstrated by test and
validation procedures.
"YEAR 2000 PROBLEMS" shall mean, with respect to each
Borrower, limitations on the capacity or readiness of
any such Borrower's Year 2000 Date-Sensitive
Systems/Components to accurately accept, create,
manipulate, sort, sequence, calculate, compare or
output calendar date information with respect to
calendar year 1999 or any subsequent calendar year
beginning on or after January 1, 2000 (including leap
year computations), including, without limitation,
exchanges of information among Year 2000
Date-Sensitive Systems/Components of the Borrowers
and functionality of peripheral interfaces, firmware
and embedded microchips.
9. AMENDMENT TO CASH MANAGEMENT SYSTEMS. Effective as of the date
hereof, the first sentence of Section 2.21(b) of the Loan Agreement is amended
and restated as follows:
"In the event of a Default, unless cured or waived, or in the
event the Revolving Credit Availability is less than
$30,000,000, upon notice by Agent, given in Agent's sole
discretion or at the direction of the Required Revolving
Credit Lenders, all amounts deposited in the Lock Box Accounts
shall, on the same day as such funds shall have been cleared
by the banks at which the Lock Box Accounts are located, be
deposited via wire transfer, in immediately available funds,
into a bank account in the name of Agent and maintained at
Bankers Trust Company or another bank designated by Agent (the
"Concentration Account")."
10. YEAR 2000 COMPLIANCE. Effective as of the date hereof, the
following Sections 4.28 and 6.16 are added to the Loan Agreement:
4.28 YEAR 2000 ASSESSMENT AND CORRECTIVE PLAN. Each Borrower
has completed a Year 2000 Assessment and a Year 2000
Corrective Plan, copies of which shall be delivered to Agent
on or prior to December 15, 1998.
6.16 YEAR 2000 PROBLEMS. Each Borrower shall complete Year
2000 Corrective Actions and Year 2000 Implementation Testing
on
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all of such Borrower's material Year 2000 Date-Sensitive
System/Components, other than the GSTOC Automated Steel-Making
System, on or before June 30, 1999, and on all of such
Borrower's other Year 2000 Date-Sensitive System/Components,
including but not limited to the GSTOC Automated Steel-Making
System, on or before October 31, 1999. On or before October
31, 1999, each Borrower shall eliminate all Year 2000
Problems, except where the failure to correct the same could
not reasonably be expected to have a Material Adverse Effect,
individually or in the aggregate.
11. INVENTORY APPRAISAL. Effective as of the date hereof, the
following subsection (n) is added to Section 5.1 of the Loan Agreement:
(n) On or before January 31, 1999, Borrowers shall obtain
and deliver to Agent an appraisal of the Inventory
prepared by an appraiser approved by Agent. If
requested by Agent, Borrowers shall from time to time
thereafter obtain and deliver to Agent updated
appraisals of the Inventory.
12. AMENDMENT AND RESTATEMENT OF FINANCIAL COVENANTS. Effective as
of the date hereof, Section 6.3 of the Loan Agreement is hereby amended and
restated as follows:
6.3 FINANCIAL COVENANTS. GSTOC and its Subsidiaries shall
have, on a consolidated basis:
(a) at the end of each Fiscal Quarter, commencing with
the Fiscal Quarter ending March 31, 2000, a Consolidated Fixed
Charges Coverage Ratio equal to or greater than (A) 0.90 to
1.00 for the 3-month period ended Xxxxx 00, 0000, (X) 1.00 to
1.00 for the 6-month period ended June 30, 2000, (C) 1.20 to
1.00 for the 9-month period ended September 30, 2000, (D) 1.40
to 1.00 for the 12-month period ended December 31, 2000, (E)
1.50 to 1.00 for the 12-month period ended March 31, 2001, and
(F) 1.60 to 1.00 for the 12-month period ended June 30, 2001
and for each 12-month period thereafter.
(b) a Consolidated Cash Flow equal to or greater than (A)
$1,500,000 for the 3-month period ended December 31, 1998, (B)
$4,600,000 for the 3-month period ended March 31, 1999, (C)
$11,500,000 for the 6-month period ended June 30, 1999, (D)
$20,500,000 for the 9-month period ended September 30, 1999,
and (E) $30,900,000 for the 12-month period ended December 31,
1999.
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(c) a GSTOC Consolidated Cash Flow equal to or greater than
(A) $3,200,000 for the 3-month period ended Xxxxx 00, 0000,
(X) $8,000,000 for the 6-month period ended June 30, 1999, (C)
$14,300,000 for the 9-month period ended September 30, 1999,
and (D) $21,600,000 for the 12-month period ended December 31,
1999.
(d) at all times, a Consolidated Current Ratio equal to
or greater than 1.00 to 1.00.
(e) at the end of each Fiscal Quarter, commencing with
the Fiscal Quarter ending March 31, 1999, a Consolidated
Secured Funded Debt to Consolidated Cash Flow Ratio for the
four Fiscal Quarters then ended equal to or less than:
4.50 to 1.00 for the Fiscal Quarter ending March 31,
1999;
6.90 to 1.00 for the Fiscal Quarter ending June 30,
1999;
5.70 to 1.00 for the Fiscal Quarter ending September
30, 1999;
5.00 to 1.00 for the Fiscal Quarter ending December
31, 1999;
4.80 to 1.00 for the Fiscal Quarter ending March 31,
2000;
4.40 to 1.00 for the Fiscal Quarter ending June 30,
2000;
4.00 to 1.00 for the Fiscal Quarter ending September
30, 2000; and
3.70 to 1.00 for the Fiscal Quarter ending December
31, 2000 and each Fiscal Quarter ending thereafter."
(f) at the end of each Fiscal Quarter, a Consolidated Net
Worth of not less than $22,500,000.
13. AMENDMENT AND RESTATEMENT OF INVESTMENTS COVENANT. Effective
as of the date hereof, Section 7.2 of the Loan Agreement is amended and restated
as follows:
7.2 INVESTMENTS; LOANS AND ADVANCES. Except as otherwise
permitted by Sections 7.3, 7.4 or 7.18 hereof, and except for an equity
investment by GSTOC or any Subsidiary of GSTOC in a DRI Entity in an
amount not to exceed $27,500,000, and except for an investment by GSTOC
in a Securitization Subsidiary in an amount not to exceed $12,750,000,
no Borrower shall or shall permit any of its Subsidiaries to make any
investment in, or make or accrue loans or advances of money to any
Person, through the direct or indirect holding of securities or
otherwise; provided, however, that Borrowers may make loans to Parent
or GST, subject to the limitations set forth in Section 7.14 hereof.
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14. AMENDMENT TO DRI ENTITY PERMITTED INVESTMENT AMOUNT. Effective
as of the date hereof, Section 7.14 of the Loan Agreement is hereby amended by
amending the definition of "Restricted Payments Limit" contained in Section 7.14
to delete the references to "$30,000,000" in subsections (A)(3) and (B)(3) of
such definition and to insert "$27,500,000" in lieu thereof.
15. AMENDMENT AND RESTATEMENT OF CAPITAL EXPENDITURES COVENANT.
Effective as of the date hereof, Section 7.10 of the Loan Agreement is hereby
amended and restated as follows:
7.10 CAPITAL EXPENDITURES. Borrowers shall not and shall not
permit their Subsidiaries to make capital expenditures that,
in the aggregate, exceed (a) $20,000,000 for the Fiscal Year
ending December 31, 1998, (b) $35,000,000 for the Fiscal Year
ending December 31, 1999, (c) for the Fiscal Year ending
December 31, 2000, $30,000,000 plus any permitted amount up to
$10,000,000 which was identified for a specific project, but
not expended in the Fiscal Year ended December 31, 1999, and
(d) $30,000,000 for each Fiscal Year thereafter.
16. SPECIAL RESERVE. A special reserve in the amount of
$25,000,000 is hereby established, which shall be deducted from the lesser of
the Maximum Revolving Credit Loan and an amount equal to the aggregate Borrowing
Base of all Borrowers in determining Revolving Credit Availability.
17. AMENDMENT FEE. In order to induce the Lenders to enter into
this Amendment No. 5 to Loan Agreement, GSTOC hereby agrees to pay to the Agent
for the benefit of the Lenders an amendment fee (the "Amendment Fee") equal to
0.25% of the sum of (i) the balance outstanding under each of the Term Loans as
of the effective date of this Amendment No. 5, plus (ii) the Maximum Revolving
Credit Amount, which Amendment Fee will be paid by GSTOC to Agent promptly after
execution and delivery of this Amendment No. 5 by the Required Lenders.
18. CONFIRMATION OF REPRESENTATIONS AND WARRANTIES. Borrowers
hereby confirm that the representations and warranties of Borrowers contained in
the Loan Documents were correct in all material respects as to Borrowers and
their Subsidiaries taken as a whole on and as of October 5, 1995, and that such
representations and warranties are correct as to Borrowers and their
Subsidiaries taken as a whole on the date hereof, except (i) to the extent that
any such representation or warranty expressly relates to an earlier date, and
(ii) for changes resulting from transactions contemplated or permitted by the
Loan Documents and changes occurring in the ordinary course of business that in
the aggregate are not materially adverse.
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19. NO DEFAULT. Borrowers represent and warrant that no Default or
Event of Default exists as of the date hereof.
20. MISCELLANEOUS. The Loan Agreement is, and shall be, in full
force and effect and is hereby ratified and confirmed in all respects except
that on and after the date of this Amendment No. 5 (i) all references in the
Loan Agreement to "this Agreement", "hereto", "hereof", "hereunder" or words of
like import referring to the Loan Agreement shall mean the Loan Agreement as
amended by this Amendment No. 5, and (ii) all references in the other Loan
Documents to the "Loan Agreement", "thereto", "thereof", "thereunder" or words
of like import referring to the Loan Agreement shall mean the Loan Agreement as
amended by this Amendment No. 5. The execution, delivery and effectiveness of
this Amendment No. 5 shall not, except as expressly provided herein, operate as
a waiver of any right, power or remedy of the Agent or any Lender under the Loan
Agreement or any other Loan Document, nor constitute a waiver of any provision
of the Loan Agreement or any other Loan Document. This Amendment No. 5 and the
obligations arising hereunder shall be governed by, and construed and enforced
in accordance with, the laws of the State of Illinois applicable to contracts
made and performed in such state, without regard to the principles thereof
regarding conflict of laws, and any applicable laws of the United States of
America.
21. COUNTERPARTS. This Amendment No. 5 may be executed in any
number of separate counterparts, each of which shall, collectively and
separately, constitute one agreement.
[SIGNATURES FOLLOW ON NEXT PAGE]
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IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as of
the date first written above.
GS TECHNOLOGIES OPERATING CI (U.S.) CORP. (FORMERLY
CO., INC., as Borrower CONTROL INTERNATIONAL, INC.),
as Borrower
By: /s/ Xxxx X. Xxxx By: /s/ Xxxx X. Xxxx
-------------------------------------- ----------------------------------
Name: Xxxx X. Xxxx Name: Xxxx X. Xxxx
Title: Senior Vice-President Title: Vice-President
GEORGETOWN STEEL CORPORATION, FLORIDA WIRE AND CABLE, INC.,
as Borrower as Borrower
By: /s/ Xxxx X. Xxxx By: /s/ Xxxx X. Xxxx
-------------------------------------- ----------------------------------
Name: Xxxx X. Xxxx Name: Xxxx X. Xxxx
Title: Vice-President Title: Vice-President
GENERAL ELECTRIC CAPITAL MELLON BANK, N.A.,
CORPORATION, as Agent and Lender as Documentation Agent and Lender
By: /s/ Xxxxxxx Xxxx By:
------------------------------- ----------------------------------
Name: Name:
------------------------------- ---------------------------
Title: Duly authorized signatory Title:
------------------------------ ---------------------------
[SIGNATURES CONTINUED ON NEXT PAGE]
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NATIONSBANK, N.A., as Lender PILGRIM PRIME RATE TRUST,
as Lender
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------------------- --------------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxx
-------------------------------------- --------------------------------
Title: Title: Assistant Vice President
-------------------------------------- -------------------------------
NBD BANK, as Lender PNC BANK, NATIONAL ASSOCIATION,
as Lender
By: /s/ Xxxx X. XxXxxxxx By: /s/ Xxxx Xxxxx
-------------------------------------------- --------------------------------------
Name: Xxxx X. XxXxxxxx Name: Xxxx Xxxxx
-------------------------------------- --------------------------------
Title: Vice President Title: PNC Bank
-------------------------------------- -------------------------------
LASALLE NATIONAL BANK, XXXXXX TRUST AND SAVINGS BANK,
as Lender as Lender
By: /s/ Xxxxx X. Xxxxxxx By:
-------------------------------------------- --------------------------------------
Name: Xxxxx X. Xxxxxxx Name:
-------------------------------------- --------------------------------
Title: Vice President Title:
-------------------------------------- -------------------------------
SCOA PLANT FINANCING COMPANY,
as Lender
By: Sumitomo Corporation of America,
General Partner
By: /s/ X. Xxxxxx
---------------------------------------
Name: X. Xxxxxx
---------------------------------
Title: Group Product Manager
---------------------------------
Plant & Machinery Systems No. 1
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