AMENDMENT
and
WAIVER
to
CREDIT AGREEMENT
THIS AMENDMENT and WAIVER (the "Amendment"), dated as of
August 13, 1999 among EFTC CORPORATION (the "Borrower"), the Banks listed on the
signature pages hereof (each a "Bank") and BANK ONE, COLORADO, N.A., as Agent
(the "Agent").
WITNESSETH:
WHEREAS, the Borrower, the Banks and the Agent are parties to the
Restated and Amended Credit Agreement dated as of March 12, 1999, as amended
(the "Credit Agreement") (capitalized terms used and not otherwise defined
herein shall have the meaning ascribed thereto in the Credit Agreement); and
WHEREAS, the Borrower has informed the Banks that it will not be in
compliance with certain financial covenants of the Credit Agreement for the
Fiscal Quarter ending June 30, 1999 and forecasts that it will not be in
compliance with such financial covenants for the period ending September 30,
1999; and
WHEREAS, the Borrower has addressed certain operational issues and the
requirement of the Banks to reduce its outstanding Debt by entering into a
letter of intent to dispose of its EFTC Services Division and is seeking
additional equity investment and/or subordinated debt financing in order to fund
the reduction of its outstanding Debt; and
WHEREAS, the Borrower has requested and the Banks and the Agent have
agreed to the amendments and waivers to the Credit Agreement more fully set
forth herein to facilitate the Borrower's financial restructuring; and
WHEREAS, such amendments and waivers shall be of benefit, either
directly or indirectly, to the Borrower;
NOW THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, the parties hereto agree as follows:
1. Amendments. Upon and after the Amendment Effective Date (as defined
below):
a) The defined term "Applicable Margin" in Section 1.1 of the Credit
Agreement is amended in its entirety to read as follows:
"Applicable Margin" means such percentage for the Type of Loan
as set forth in the following table opposite the applicable
ratio of Total Debt to Trailing Four Quarter EBITDA determined
as of the fiscal quarter immediately preceding such period:
APPLICABLE MARGIN MATRIX
------------ ------------- ------------ ---------------- ---------------- --------------- ---------------
Revolving
Greater Loan LIBOR Revolving Term Loan Term Loan
Than or Less Base Rate + Loan LIBOR Prime +
Level Equal to Than Prime + Base Rate +
------------ ------------- ------------ ---------------- ---------------- --------------- ---------------
------------ ------------- ------------ ---------------- ---------------- --------------- ---------------
I 4.00x --- 3.500% 1.750% 3.500%` 1.750%
------------ ------------- ------------ ---------------- ---------------- --------------- ---------------
------------ ------------- ------------ ---------------- ---------------- --------------- ---------------
II 3.50x 4.00x 3.250% 1.625% 3.250% 1.625%
------------ ------------- ------------ ---------------- ---------------- --------------- ---------------
------------ ------------- ------------ ---------------- ---------------- --------------- ---------------
III 3.00x 3.50x 3.000% 1.500% 3.000% 1.500%
------------ ------------- ------------ ---------------- ---------------- --------------- ---------------
------------ ------------- ------------ ---------------- ---------------- --------------- ---------------
IV 2.50x 3.00x 2.750% 1.250% 2.750% 1.250%
------------ ------------- ------------ ---------------- ---------------- --------------- ---------------
------------ ------------- ------------ ---------------- ---------------- --------------- ---------------
V --- 2.50x 2.500% 1.000% 2.500% 1.000%
------------ ------------- ------------ ---------------- ---------------- --------------- ---------------
The foregoing notwithstanding, 0.25% shall be subtracted from each item in
the Applicable Margin Matrix beginning on the fifth Business Day after Agent's
receipt of Net Proceeds from the last to occur of the EFTC Services Disposition
or the Equity/Debt Infusion.
(i) The ratio of Total Debt to Trailing Four Quarter EBITDA shall be computed
by the Borrower and such ratio and the Applicable Margin for each Type of
Loan will be set forth in the Compliance Certificate furnished under
Section 5.1(b)(iv). The Applicable Xxxxxx shall be subject to adjustment,
if necessary, on the earlier of (a) five (5) days after the delivery of the
Compliance Certificate for the applicable fiscal quarter and (b) a date
fifty (50) days after the end of each fiscal quarter of the Borrower
("Margin Adjustment Date"). Any change in the Applicable Margin shall apply
to all Loans outstanding of any Type as of the Margin Adjustment Date.
(A) The foregoing notwithstanding, from August 1, 1999 until March 31,
2000 the Applicable Margin shall be as described in Level I of the
Applicable Margin Matrix.
(B) For the period beginning April 1, 2000, the Applicable Margin shall be
subject to adjustment based on the Compliance Certificate for the
period ending December 31, 1999 and thereafter, as set forth in the
applicable Compliance Certificate.
(ii) If the Borrower fails to furnish the Compliance Certificate and the
financial statements forty five (45) days after the end of any fiscal
quarter, the Applicable Margin shall be as described in Level I of the
Applicable Margin Matrix for the relevant fiscal quarter.
b) The defined term "EBITDA" in Section 1.1 of the Credit Agreement is
amended in its entirety to read as follows:
"EBITDA" means with respect to the Borrower on a consolidated
basis, in a four quarter period, an amount equal to earnings
(determined in accordance with GAAP) before deduction of
interest expense, taxes, depreciation expense and amortization
expense.
c) Section 1.1 of the Credit Agreement is amended by the insertion in
alphabetical order the following definition of the term "EFTC Services
Disposition Agreement":
"EFTC Services Disposition Agreement" means the Asset Purchase
Agreement, substantially in the form provided to the Agent, by
and among Jabil Circuit Inc., the Borrower, CTLLC Acquisition
Corp., Circuit Test, AirHub Services and Circuit Test
International, dated as of August [ ], 1999, pertaining to the
sale of certain assets and the assumption of certain
liabilities of EFTC Services Division.
d) Section 1.1 of the Credit Agreement is amended by the insertion in
alphabetical order the following definition of the term "EFTC Services
Disposition":
"EFTC Services Disposition" means the acquisition of certain
assets and the assumption of certain liabilities of EFTC
Services Division by Jabil Circuit, Inc., or an Affiliate of
Jabil Circuit, Inc. as provided in the EFTC Services
Disposition Agreement.
e) Section 1.1 of the Credit Agreement is amended by the insertion in
alphabetical order of the following definition of the term "EFTC
Services Division"
"EFTC Services Division" means the hub-based repair and
refurbishment services and "configure to order" services
business engaged in by Circuit Test, AirHub Services and
Circuit Test International.
f) Section 1.1 of the Credit Agreement is amended by restating in its
entirety subsection (vi) of the definition of the term "Eligible
Inventory" as follows:
(vi) (a) Inventory which is deemed to be obsolete, unsalable,
damaged and unfit for further processing in accordance with
GAAP, provided that, if the Agent reasonably disagrees with
the valuation of such Inventory it may, once annually, at
Borrower's expense, require a collateral audit to establish
the value of such, and (b) after the first to occur of the
EFTC Services Disposition or the Equity/Debt Infusion, the
greater of (y) Inventory which is deemed to be obsolete,
unsalable, damaged and unfit for further processing in
accordance with GAAP and (z) Inventory for which the Borrower
has no good faith forecasted demand for the next six (6)
months.
g) Section 1.1 of the Credit Agreement is amended by the insertion in
alphabetical order of the following definition of the term "Equity/Debt
Infusion"
"Equity/Debt Infusion" means the issuance or sale of equity
securities or Subordinated Debt, or any combination thereof,
by the Borrower or any Subsidiary of the Borrower expected to
occur on or before October 31, 1999, providing gross proceeds
of no less than $30,000,000.00.
h) Section 1.1 of the Credit Agreement is amended by the insertion in
alphabetical order of the term "Net Operating Deficit" that shall read
as follows:
"Net Operating Deficit" means Net Income (or Deficit), not
including interest income and expense, extraordinary items and
non-recurring charges or write-offs related to the EFTC
Services Disposition and the closing of Borrower's Ft.
Lauderdale, Florida manufacturing facility, determined in
accordance with the accounting rules and assumptions employed
in the attached income statement.
i) Section 1.1 of the Credit Agreement is amended by the insertion in
alphabetical order the definition of the term "Operating Lease Expense"
which shall read in its entirety as follows:
"Operating Lease Expenses" means all expenses of the Borrower
under operating leases determined in accordance with GAAP.
j) The defined term "Maximum Revolving Credit Amount" in Section 1.1 of
the Credit Agreement is amended in its entirety to read as follows:
"Maximum Revolving Credit Amount" means the lesser of (y)
$40,000,000.00 and (z) the Borrowing Base in effect from time
to time, as such $40,000,000.00 may be reduced by the Borrower
pursuant to Section 2.6, provided, however, that such
$40,000,000.00 will be reduced to $35,000,000.00 upon the
Banks' receipt of Net Proceeds from the first to occur of (i)
the EFTC Services Disposition or (ii) the Equity/Debt Infusion
and reduced further to $25,000,000.00 upon the Banks receipt
of Net Proceeds from next to occur of the EFTC Services
Disposition or the Equity/Debt Infusion.
k) The defined term "Net Proceeds" in Section 1.1 of the Credit Agreement
is amended by the addition of the following sentence to the end of such
definition:
Net Proceeds includes any cash proceeds from the (Y)
Equity/Debt Infusion and (Z) EFTC Services Disposition,
including any earn-out or contingent payment(s) of any nature
arising, directly or indirectly, out of the EFTC Services
Disposition .
l) The definition of "Trailing Four Quarter EBITDA" of Section 1.1 of the
Credit Agreement is amended in its entirety to read as follows:
"Trailing Four Quarter EBITDA" means, with respect to the
Borrower, the EBITDA for the immediately preceding four fiscal
quarters of the Borrower, provided, however, Trailing Four
Quarter EBITDA shall be calculated as follows for the Fiscal
Quarters identified below:
(a) Fiscal Quarter ending December 31, 1999-EBITDA
for the Fiscal Quarter ending December 31, 1999 multiplied by
4.
(b) Fiscal Quarter ending March 31, 2000-the sum of
EBITDA for the Fiscal Quarters ending December 31, 1999 and
March 31, 2000 multiplied by 2.
(c) Fiscal Quarter ending June 30, 2000-the sum of
EBITDA for the Fiscal Quarters ending December 31, 1999, March
31, 2000 and June 30, 2000 multiplied by 1.333.
(d) This definition of EBITDA shall be used for
calculating the Letter of Credit Rate and the ratios in
Section 5.2(a)(i, ii and iii).
m) The defined term "Revolving Loans Commitment" in Section 1.1 of the
Credit Agreement is amended in its entirety to read as follows:
"Revolving Loans Commitment" means the commitment of the Banks
to Advance Revolving Loans and Swing Loans to the Borrower or
to issue Letters of Credit for the account of the Borrower
from time to time as provided in Section 2.1.
n) Section 2.18 of the Credit Agreement is amended by the addition of a
new paragraph that shall read as follows:
After the first to occur of the EFTC Services Disposition and
the Equity/Debt Infusion, Eligible Inventory will be reduced
by the greater of (i) obsolete, unsaleable, damaged and unfit
for further processing in accordance with GAAP and (ii)
Inventory for which the Borrower has no good faith forecasted
demand for the subsequent six (6) months. After the next to
occur of the EFTC Services Disposition and the Equity/Debt
Infusion, Eligible Inventory shall not be included for
purposes of determining the Borrowing Base. From time to time
the Agent shall provide to Borrower a revision of Exhibit B-4,
Form of Borrowing Base Certificate, that accommodates the
changes in the Borrowing Base provided by this paragraph. The
Borrower shall utilize the revised Form of Borrowing Base
Certificate on and after its receipt thereof. The Borrower
shall provide to the Agent an effective Borrowing Base
Certificate immediately upon the consummation of each of the
EFTC Services Disposition and the Equity/Debt Infusion.
o) Section 2.7(c)(iii)(y) of the Credit Agreement is amended in its entirety to
read as follows:
(y) any equity securities issuance or sale, or
proceeds from the issuance of Subordinated Debt,
p) Section 5.1 of the Credit Agreement is amended by the addition of new
subsections (p), (q) and (r) that shall read in their entirety as
follows:
(p) EFTC Services Division Disposition. The Borrower
shall cause the Disposition of EFTC Services Division
to occur and become effective on or before September
30, 1999 which shall provide Borrower with gross
proceeds of no less than $30,000,000.00 and Net
Proceeds to the Banks for repayment of the Loans as
provided in Section 2.7.
(q) Equity/Debt Infusion. The Equity/Debt Infusion
shall be consummated on or before October 31, 1999
which shall provide Borrower with gross proceeds of
no less than $30,000,000.00 and Net Proceeds to the
Banks for repayment of the Loans as provided in
Section 2.7.
(r) Collateral Audit and Modification of the
Borrowing Base. The Borrower shall permit the Banks
to engage, on or before August 13, 2000, field
auditors, to perform at Borrower's expense, a field
examination of Borrower's and the Guarantors'
Accounts Receivable and Inventory and such other
assets as the Agent in its discretion may require as
provided under Section 5.1(m) of the Credit
Agreement. After the Banks receive the report of the
field examiners, Borrower agrees that the Banks, in
their sole discretion, upon notice to the Borrower,
may (i) determine which Accounts Receivables and
Inventory are Eligible Accounts Receivables and
Eligible Inventory, respectively, and (ii) modify the
Borrowing Base to reduce or eliminate advance rates
on Eligible Accounts Receivables or Eligible
Inventory.
q) Section 5.2(d) of the Credit Agreement is amended by the deletion of
subsection (v) therein and the insertion in its place of the following:
(v) other Debt in the aggregate principal amount
of $50,000.00.
r) Section 5.2(f) of the Credit Agreement is amended by the deletion of
subsection (vii) therein.
s) Section 5.2 (g) of the Credit Agreement is amended by the deletion of
subsection (iii) and a corresponding renumbering of the subsections
therein.
t) Section 5.2(o) of the Credit Agreement is amended by the deletion of
the reference to $10,000,000.00 in subsection (ii) therein and the
insertion of $1.00 in its place.
u) Section 5.2(a) of the Credit Agreement is amended in its entirety to read as
follows:
(a) Financial Covenants.
(i) Maximum Total Debt to EBITDA Ratio. As of
the end of any Fiscal Quarter fail to
maintain on a consolidated basis a ratio of
(y)Total Debt to (z) Trailing Four Quarter
EBITDA of not greater than
Measured as of the Maximum Ratio
Fiscal Quarter ending
December 31, 1999 2.75
March 31, 2000 2.75
June 30, 2000 2.75
September 30, 2000 2.75
December 31, 2000 2.50
March 31, 2001 and thereafter 2.00
(ii) Minimum Fixed Charge Coverage Ratio. Fail
to maintain Trailing Four Quarter EBITDA to
Fixed Charges of not less than
Measured as of the Maximum Ratio
Fiscal Quarter ending
December 31, 1999 2.50
March 31, 2000 3.00
June 30, 2000 3.00
September 30, 2000 and thereafter 3.00
(iii) Minimum EBITDA to Interest Expense. As of the
end of any Fiscal Quarter fail to maintain on a consolidated
basis a ratio of (y) Trailing Four Quarter EBITDA to (z)
Interest Expense of not less than
Measured as of the Maximum Ratio
Fiscal Quarter ending
December 31, 1999 3.00
March 31, 2000 6.00
June 30, 2000 6.00
September 30, 2000 and thereafter 6.00
(iv) Minimum Net Worth. For fiscal year ending
December 31, 1999 and thereafter, fail to maintain a minimum
Net Worth of the Borrower and all Subsidiaries on a
consolidated basis in an amount equal to $60,500,000.00 plus
(a) 75% of Net Income determined quarterly (no adjustments
shall be made for Net Deficits), (b) 100% of the Net Proceeds
of any issuance or sale of equity securities of the Borrower
or any Affiliate of the Borrower, and (c) 100% of the equity
value, determined in accordance with GAAP, of any acquisition
that must be consented to by the Required Banks in order to
comply with Section 5.2(n) of the Credit Agreement.
(v) Maximum Annual Capital Expenditures. For each
fiscal year identified below, make Capital Expenditures for
the Borrower and all Subsidiaries on a consolidated basis in
excess of the following:
Measured as of the
fiscal year ending Maximum Amount
FYE 12/31/99 $ 6,750,000
FYE 12/31/00 $10,000,000
FYE 12/31/01 $16,000,000
FYE 12/31/02 $16,500,000
(vi) Minimum Net Income. Beginning with the Fiscal
Quarter ending December 31, 1999, fail to earn Net Income for
any Fiscal Quarter.
(vii) Maximum Quarterly Operating Lease Expense. Pay
or incur Operating Lease Expenses in excess of $3,300,000 in
the aggregate during any Fiscal Quarter.
(viii) Minimum Quarterly EBITDA. As of the end of any
Fiscal Quarter identified below, fail to maintain EBITDA of
Measured as of the Minimum Amount
Fiscal Quarter Ending
December 31, 1999 $3,200,000
March 31, 2000 $4,200,000
June 30, 2000 $5,300,000
September 30, 2000 $6,300,000
December 31, 2000 $6,500,000
For the purposes of this covenant, EBITDA shall be determined
only for the applicable Fiscal Quarter, disregarding the
reference to the "four quarter period" in the definition of
EBITDA.
(ix) Maximum Operating Deficit. Fail to have a Net
Operating Deficit of less than $500,000 for the Fiscal Quarter
ending September 30, 1999.
(x) Maximum Charge-Offs. Charge-offs, write downs and
other expenses (cash and non-cash) to Net Income for the
period beginning July 1, 1999 to December 31, 1999, shall not
exceed $33,000,000 in the aggregate.
v) Section 6.1 of the Credit Agreement is amended by the addition of new
subsections (j) and (k) that will read as follows:
(j) EFTC Services Disposition. The Borrower shall
fail to cause the EFTC Services Disposition to occur on or
before September 30, 1999 which provides the Borrower with
gross proceeds of no less than $30,000,000.00 and make
mandatory repayments of Net Proceeds therefrom as provided in
Section 2.7; and
(k) Equity/Debt Infusion. The Borrower shall fail to
cause the Equity/Debt Infusion to occur on or before October
31, 1999 which shall provide the Borrower with gross proceeds
of not less than $30,000,000.00 and make mandatory repayments
from Net Proceeds therefrom as provided in Section 2.7.
w) Section 8.13(a)(ii)(A) and (B) of the Credit Agreement is amended to
read in their entirety as follows:
(A) the assignment is consented to by the Issuing
Bank and the Agent, such consents not to be unreasonably
withheld, (B) in the case of a partial assignment, the
assignment shall involve the assignment of not less than
$5,000,000 of the assignor Bank's Commitment and there shall
at no time be more than five Banks,
x) Agent shall from time to time provide to Borrower revisions of Exhibit
B-5, Form of Compliance Certificate, that shall accommodate the
amendments to the reporting requirements of the Borrower that arise out
of this Amendment. The Borrower shall utilize the revised Form of
Compliance Certificate on and after its receipt thereof.
y) Notwithstanding any contrary provisions in this Amendment, (i) the
Disposition of the EFTC Services Division is subject to the Agent's
determination that such Disposition will close on terms substantially
in conformance with the EFTC Services Acquisition Agreement and (ii)
the creation or incurrence of Subordinated Debt by the Borrower shall
require the prior written consent by the Banks of the terms and
conditions of such Subordinated Debt.
z) Subject to the approval by the Banks of the EFTC Services Disposition
as provided in the Credit Agreement, the Agent shall execute such
instruments and take such reasonable actions as are necessary to
evidence the release of Liens granted to the Agent for the benefit of
the Banks on assets covered by the EFTC Services Disposition Agreement.
2. Waiver.
a) The Banks hereby provide a one-time waiver of Sections 5.2(a)(i, ii,
iii, iv, vi, and vii) of the Credit Agreement for the Fiscal Quarter
ending June 30, 1999.
b) The Temporary Waivers to Credit Agreement dated May 12, 1999 and June
10, 1999 are made permanent.
3. Representations and Warranties. In order to induce the Banks to agree to this
Amendment, the Borrower makes the following representations and warranties,
which shall survive the execution and delivery of this Amendment:
(a) Except as previously disclosed in writing by the Borrower to
the Banks, prior to and as of the date first referenced
above, no Event of Default has occurred and as of the date
first referenced above no Event of Default will exist
immediately after giving effect to the amendments contained
herein;
(b) Except as previously disclosed in writing by the Borrower to
the Banks, prior to and as of the date first referenced
above, no Material Adverse Effect has occurred and as of the
date referenced above no Material Adverse Effect will exist
immediately after giving effect to this Amendment; and
(c) Each of the representations and warranties set forth in
Article IV of the Credit Agreement are true and correct as
though such representations and warranties were made at and
as of the Amendment Effective Date, except to the extent
that any such representations or warranties are made as of a
specified date or with respect to a specified period of
time, in which case such representations and warranties
shall be made as of such specified date or with respect to
such specified period. Each of the representations and
warranties made under the Credit Agreement shall survive to
the extent provided therein and not be waived by the
execution and delivery of this Amendment.
4. Conditions Precedent to Effectiveness of the Amendments and the Waivers. The
amendments and waivers described in Sections 1 and 2 above, are subject to the
satisfaction of (or waiver by the Banks in their sole discretion) the following
conditions precedent:
(a) The Reaffirmation of Guaranty attached hereto as Exhibit A
shall have been duly executed and delivered by the Guarantors to the
Agent;
(b) The Borrower shall have paid the reasonable legal fees and
expenses incurred by the Agent in connection with the preparation of
this Amendment;
(c) The Borrower shall have paid the Agent an Amendment Fee of
$269,800.00 for the pro-rata benefit to the Banks;
(d) The Borrower shall have paid the Agent an Administration
Fee of $15,000.00 for the sole benefit of the Agent;
(e) The Borrower shall have paid the Agent $7,500.00 to be
applied to the initial cost of the collateral audit; and
(f) The Agent shall have received such other documents and
instruments that the Agent may request to effect the purposes of this
Amendment.
5. Effectiveness. The amendments and waivers to the Credit Agreement set forth
in Sections 1 and 2 hereof shall become effective as of the date first
referenced above after the Agent shall have received this Amendment, executed
and delivered by the Borrower and the Banks and all of the conditions precedent
have been satisfied (the "Amendment Effective Date and Waiver Effective Date").
The Agent shall confirm in writing to the Borrower when in its judgement all of
the conditions precedent to the Amendment and Waiver have been satisfied.
6. Payment of Expenses. The Borrower hereby agrees to pay all reasonable costs
and expenses incurred by the Agent in connection with the preparation, execution
and delivery of this Amendment and any other documents or instruments which may
be delivered in connection herewith, including, without limitation, the
reasonable fees and expenses of Xxxxx, Xxxxxx & Xxxxxx LLP, counsel for the
Agent.
7. Release. In consideration of the amendments and waivers provided herein, the
Borrower releases and discharges the Banks and the Agent, their directors,
officers, employees, agents, successors and assigns from all claims and causes
of action of any nature whatsoever, which the Borrower, its successors and
assigns ever had or have as of the date hereof against the Banks and Agent that
arise, directly or indirectly, out of or are related to the Credit Agreement.
The Borrower acknowledges that the Obligations arising under the Credit
Agreement are not subject to any counterclaim, offset, defense or rights of
recoupment against the Banks.
8. Counterparts. This Amendment may be executed in counterparts and by different
parties hereto in separate counterparts, each of which, when so executed and
delivered, shall be deemed to be an original and all of which, when taken
together, shall constitute one and the same instrument.
9. Ratification. The Credit Agreement, as amended by this Amendment, is and
shall continue to be in full force and effect and is hereby in all respects
confirmed, approved and ratified. Except as amended hereby, all terms and
conditions of the Credit Agreement remain the same.
10. Governing Law. The rights and duties of the Borrower, the Banks and the
Agent under this Amendment shall be governed by the law of the State of
Colorado.
11. Reference to Credit Agreement. From and after the Amendment Effective Date,
each reference in the Credit Agreement to "this Credit Agreement", "hereof",
"hereunder" or words of like import, and all references to the Credit Agreement
in any and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature, shall be deemed to mean the Credit Agreement
as modified and amended by this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date first written above.
EFTC CORPORATION BANK ONE, COLORADO, N.A.,
as Agent and Bank
By: /s/ Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxxxx Xxxxx X. Xxxxxxx
Chief Financial Officer Vice President
NATIONAL BANK OF CANADA KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxx X. Xxxxx
Xxxxxx X. Xxxxxxx, Xx. Xxxx X. Xxxxx
Vice President Assistant Vice President
MITSUI LEASING CAPITAL
CORPORATION
By: /s/ Xxxxxxx X. Xxxxx By: /s/ R. Xxxxx Xxxxxx
Xxxxxxx X. Xxxxx R. Xxxxx Xxxxxx
Vice President Senior Vice President
