EXHIBIT 99.2
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of February 4, 2004, is entered into among SALTON, INC., a Delaware corporation
(the "Parent"), TOASTMASTER INC., a Delaware corporation ("Toastmaster"), and
SALTON TOASTMASTER LOGISTICS LLC, a Delaware limited liability company
("Logistics"; together with the Parent and Toastmaster, collectively, the
"Borrowers" and each, individually, a "Borrower"), each of the Parent's
Subsidiaries that are signatories hereto as Guarantors, the Lenders that are
signatories hereto and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as
Administrative Agent for the Lenders (the "Agent").
RECITALS:
WHEREAS, the Borrowers, the Agent, the other agents party thereto, each
of the Parent's Subsidiaries identified on the signature pages thereof as
Guarantors and the Lenders party thereto from time to time are parties to that
certain Credit Agreement dated as of May 9, 2003 (as amended, restated,
extended, supplemented or otherwise modified from time to time, the "Credit
Agreement"; capitalized terms used herein but not otherwise defined shall have
the meanings ascribed to those terms in the Credit Agreement); and
WHEREAS, Events of Default (collectively, the "Specified Events of
Default") are existing under Section 9.1 (c)(i) of the Credit Agreement as a
result of (a) the failure of Borrowers to maintain the Consolidated Fixed Charge
Coverage Ratio required by Section 7.23 for the fiscal months ending December
27, 2003, and January 31, 2004, (b) the failure of the Borrowers to, as required
by Section 7.20 of the Credit Agreement, provide to the Agent, in connection
with the creation by the Parent of Salton Brazil Comercio, Importacao e
Exportacao de Produtos Eletro-Eletronicos Ltda. ("Salton Brazil"), (i) a pledge
agreement pursuant to which the Parent and Home Creations Direct, Ltd. each
pledges not less than sixty-five percent (65%) of its equity interests in Salton
Brazil to the Agent and (ii) all other documentation, including one or more
opinions of counsel satisfactory to the Agent, which in the opinion of the Agent
is appropriate with respect to the formation of Salton Brazil and the execution
and delivery of the pledge agreement and (c) the Investment by the Parent of the
aggregate amount $3,149,200 in Salton Brazil in violation of Section 7.10 of the
Credit Agreement; and
WHEREAS, the Borrower Parties acknowledge and agree that as a result of
the Specified Events of Default, the Agent and the Lenders have the right to
declare the Obligations and any and all other indebtedness, liabilities and
obligations evidenced by or arising under the Loan Documents immediately due and
payable and to exercise any and all rights and remedies available under
applicable law; and
WHEREAS, the Borrowers have requested certain amendments and
modifications to the Credit Agreement and a waiver of the Specified Events of
Default; and
WHEREAS, the Lenders have agreed, upon the terms and conditions set
forth herein, to such requested amendments, modifications and waiver;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.
1.1 Amendment to Section 5.2 of the Credit Agreement. Section
5.2 of the Credit Agreement, Financial Information, is hereby amended and
modified by adding the following Section to the end of such Section:
(n) As soon as available, but in any event not later than
forty-five (45) days after the close of each Fiscal Quarter, a
report, in form and substance satisfactory to the Agent, setting
forth the reasonably estimated amount of cash in the Foreign
Subsidiaries that is available to be repatriated to a Borrower
Party without the incurrence of tax liability or other penalties
by such Borrower Party as of the close of such Fiscal Quarter.
1.2 Amendments to Annex I of the Credit Agreement.
(a) Annex I of the Credit Agreement, Definitions, is hereby
amended and modified by deleting the definitions of "Applicable Margin",
"Consolidated Fixed Charges" and "US Fixed Charges" in their respective entirety
and by substituting the following in lieu thereof:
"'Applicable Margin' means
(i) with respect to Base Rate Loans and all other
Obligations (other than LIBOR Rate Loans), 0.0%; and
(ii) with respect to LIBOR Rate Loans, 2.25%.
The Applicable Margins shall be adjusted (up or down)
prospectively on a quarterly basis as determined by the Parent's
consolidated financial performance, commencing December 27,
2003. The adjustments in the Applicable Margins made on December
27, 2003, shall be based upon the preliminary quarterly
Financial Statements furnished by the Administrative Borrower to
the Agent for the Fiscal Quarter ending December 27, 2003.
Adjustments in Applicable Margins shall be determined by
reference to the following grids:
IF CONSOLIDATED FIXED CHARGE COVERAGE LEVEL OF APPLICABLE
RATIO IS: MARGINS IS:
> 1.60 to 1.00 Level I
> 1.40 to 1.00, but < 1.60 to 1.00 Level II
-
> 1.20 to 1.00, but < 1.40 to 1.00 Level III
-
< 1.20 to 1.00 Level IV
-
APPLICABLE MARGINS
------------------
XXXXX X XXXXX XX XXXXX XXX XXXXX XX
------- -------- --------- --------
Base Rate 0% 0% 0.25% 0.50%
Revolving
Loans
LIBOR 2.00% 2.25% 2.50% 2.75%
Revolving
Loans
Applicable 2.00% 2.25% 2.50% 2.75%
L/C Margin
All adjustments in the Applicable Margins after December 27,
2003, shall be implemented quarterly on a prospective basis,
for each calendar month commencing at least five (5) days
after the date of delivery to the Lenders of quarterly
unaudited or annual audited (as applicable) Financial
Statements evidencing the need for an adjustment. Concurrently
with the delivery of those Financial Statements, the
Administrative Borrower shall deliver to the Agent and the
Lenders a certificate, signed by its chief financial officer,
setting forth in reasonable detail the basis for the
continuance of, or any change in, the Applicable Margins.
Failure to timely deliver such Financial Statements shall, in
addition to any other remedy provided for in this Agreement,
result in an increase in the Applicable Margins to the highest
level set forth in the foregoing grid, until the first day of
the first calendar month following the delivery of those
Financial Statements demonstrating that such an increase is
not required. If a Default or Event of Default has occurred
and is continuing at the time any reduction in the Applicable
Margins is to be implemented, no reduction may occur until the
first day of the first calendar month following the date on
which such Default or Event of Default is waived or cured.
`Consolidated Fixed Charges' means, with respect to any fiscal
period of the Parent on a consolidated basis, without
duplication, cash interest expense, principal payments of
Consolidated Debt (excluding any historical or future cash
payments made with respect to the refinancing of principal of
Consolidated Debt, the Xxxxxxx Obligation and the repayment of
the Xxxxxx Credit Facility Agreement), all Distributions paid,
all cash Investments, all Specified Transactions, and all
Consolidated Cash Taxes Paid.
`US Fixed Charges' means, with respect to any fiscal period of
the Parent on a consolidated basis, without duplication, cash
interest expense, principal payments of Debt (excluding any
historical or future cash payments made with respect to the
refinancing of principal, the Xxxxxxx
Obligation and the repayment of the Xxxxxx Credit Facility),
all Distributions paid, all cash Investments, all Specified
Transactions, and all US Cash Taxes Paid."
(b) Annex I of the Credit Agreement, Definitions, is
hereby further amended and modified by adding the following definitions in the
appropriate alphabetical location:
"`Consolidated Cash Taxes Paid' means Federal, state, local
and foreign income taxes paid in cash in any fiscal period
minus Federal, state, local and foreign income tax refunds
received in cash during such fiscal period; provided that the
total Consolidated Cash Taxes Paid for any fiscal period shall
not be less than zero (0) for purposes of calculating
Consolidated Fixed Charges and provided, further, however,
that, notwithstanding the proviso above, Federal, state, local
and foreign income tax refunds received prior to and including
November 27, 2003, in a net amount not to exceed $6,805,000,
may be applied against Federal, state, local and foreign
income taxes paid in cash until October 30,2004.
`US Cash Taxes Paid' means Federal, state and local income
taxes paid in cash in any fiscal period minus Federal, state
and local income tax refunds received in cash during such
fiscal period; provided that the total US Cash Taxes Paid for
any fiscal period shall not be less than zero (0) for purposes
of calculating US Fixed Charges and provided, further,
however, that, notwithstanding the proviso above, Federal,
state and local income tax refunds received prior to and
including November 27, 2003, in a net amount not to exceed
$13,139,000, may be applied against Federal, state and local
income taxes paid in cash until October 30,2004."
SECTION 2. WAIVER. Subject to the fulfillment of the conditions
precedent to the effectiveness of this Amendment set forth below, the Lenders
and the Agent hereby waive the Specified Events of Default.
SECTION 3. INCREASED REPORTING EVENT. The Borrower Parties hereby
acknowledge and agree that an Increased Reporting Event has occurred and is
continuing. Notwithstanding anything to the contrary in the Credit Agreement or
any other Loan Document, the Borrower Parties hereby further acknowledge and
agree that the existence of such Increased Reporting Event shall be deemed to
continue until the later of (a) the date that is twelve (12) months after the
date of this Amendment and (b) the last day of the month in which the
Administrative Borrower delivers written evidence to the Agent that such
Increased Reporting Event has ended.
SECTION 4. REPRESENTATIONS AND WARRANTIES.
In consideration of the agreement of the Agent and the Lenders to
amend the Credit Agreement and waive the Specified Events of Default as provided
herein, each Borrower Party hereby represents and warrants in favor of the Agent
and each Lender as follows:
4.1 Each Borrower Party has the corporate or limited liability
company power and authority (a) to enter into this Amendment and (b) to do all
acts and things as are required or contemplated hereunder to be done, observed
and performed by such Borrower Party;
4.2 This Amendment has been duly authorized, validly executed
and delivered by one or more authorized signatories of each Borrower Party and
constitutes the legal, valid and binding obligation of each Borrower Party,
enforceable against such Borrower Party in accordance with its terms;
4.3 The execution and delivery of this Amendment does not and
will not require the consent or approval of any regulatory authority or
governmental authority or agency having jurisdiction over any Borrower Party
that has not already been obtained, nor contravene or conflict with the
formation, charter or organizational documents of any Borrower Party, or the
provisions of any statute, judgment or order to which any Borrower Party is a
party or by which any of their respective properties are or may become bound;
4.4 After giving effect to the waiver set forth herein, no
Default or Event of Default exists under the Credit Agreement or the other Loan
Documents;
4.5 As of the date hereof, all representations and warranties
of the Borrower Parties set forth in the Credit Agreement and the other Loan
Documents are true, correct and complete in all material respects; and
4.6 All Loan Documents to which each Borrower Party is a
party, including, without limitation, the Credit Agreement, constitute valid and
legally binding obligations of each Borrower Party and are enforceable against
each Borrower Party in accordance with the terms thereof.
SECTION 5. MISCELLANEOUS.
5.1 No other Amendments or Waivers. Except in connection with
the amendments and the waiver expressly set forth above, the execution, delivery
and effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of the Lenders or the Agent under the Credit Agreement or any of
the other Loan Documents, nor constitute a waiver of any provision of the Credit
Agreement or any of the other Loan Documents. Except for the amendments
expressly set forth above, the text of the Credit Agreement and all other Loan
Documents shall remain unchanged and in full force and effect and each Borrower
Party hereby ratifies and confirms its obligations thereunder. This Amendment
shall not constitute modification of the Credit Agreement or a course of dealing
with the Lenders or the Agent at variance with the Credit Agreement or the other
Loan Documents such as to require further notice by the Lenders or the Agent to
require strict compliance with the terms of the Credit
Agreement and the other Loan Documents in the future, except as expressly set
forth herein. Each Borrower Party acknowledges and expressly agrees that the
Lenders and the Agent reserve the right to, and do in fact, require strict
compliance with all terms and provisions of the Credit Agreement and the other
Loan Documents, as amended herein. No Borrower Party has knowledge of any
challenge to the Lenders' or the Agent's claims arising under the Loan Documents
or to the effectiveness of the Loan Documents.
5.2 Acknowledgment of Validity, Enforceability of Loan
Documents. To the extent of any inconsistencies between the terms and provisions
of this Amendment and the terms and provisions of the Credit Agreement and other
Loan Documents, this Amendment shall govern. In all other respects, the Credit
Agreement and other Loan Documents shall remain in full force and effect. Each
Borrower Party expressly acknowledges and agrees that the Credit Agreement and
other Loan Documents are valid and enforceable by the Agent and the Lenders, and
expressly reaffirms each of its obligations under the Credit Agreement and other
Loan Documents, free and clear of all defenses, offsets and counterclaims of any
kind or nature. Each Borrower Party further expressly acknowledges and agrees
that the Agent, for its benefit and the benefit of the Lenders, has a valid,
duly perfected and fully enforceable security interest in and lien against the
Collateral. Each Borrower Party agrees that it shall not dispute the validity or
enforceability of the Credit Agreement and other Loan Documents or any of their
respective obligations thereunder, or the validity, priority, enforceability or
extent of the Agent's security interest in or lien against any item of
Collateral.
5.3 Release. As further consideration to induce the Agent and
the Lenders to execute, deliver and perform this Amendment, and acknowledging
that the Agent and the Lenders will be specifically relying on the following
provisions as a material inducement in entering into this Amendment, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, each Borrower Party, on behalf of itself and its
shareholders and subsidiaries, hereby (a) represents and warrants that there are
no claims, causes of action, suits, debts, obligations, liabilities, demands of
any kind, character or nature whatsoever, fixed or contingent, which such
Borrower Party may have, or claim to have, against the Agent or the Lenders, and
(b) releases, remises and forever discharges the Agent, the Lenders, and their
respective agents, servants, employees, directors, officers, attorneys,
accountants, consultants, affiliates, representatives, receivers, trustees,
subsidiaries, predecessors, successors and assigns (collectively, the "Released
Parties") from any and all claims, damages, losses, demands, liabilities,
obligations, actions and causes of action whatsoever (whether arising in
contract or in tort, and whether at law or in equity), whether known or unknown,
matured or contingent, liquidated or unliquidated, in any way arising from, in
connection with, or in any way concerning or relating to the Credit Agreement,
the other Loan Documents, and/or any dealings with any of the Released Parties
in connection with the transactions contemplated by such documents or this
Amendment prior to the execution of this Amendment. This release shall be and
remain in full force and effect notwithstanding the discovery by any Borrower
Party after the date hereof (a) of any new or additional claim against any
Released Party, (b) of any new or additional facts in any way relating to the
subject matter of this release, (c) that any fact relied upon by it was
incorrect or (d) that any representation made by any Released Party was untrue
or that any Released Party concealed any fact, circumstance or claim relevant to
such Borrower Party's execution of this release; provided, however, this release
shall not extend to any claims
arising after the execution of this Amendment in connection with the Credit
Agreement and the other Loan Documents. Each Borrower Party acknowledges and
agrees that this release is intended to, and does, fully, finally and forever
release all matters described in this Section 4.3, notwithstanding the existence
or discovery of any such new or additional claims or facts, incorrect facts,
misunderstanding of law, misrepresentation or concealment.
5.4 Expenses. The Borrowers agree to pay on demand all costs
and expenses in connection with the preparation, execution, and delivery of this
Amendment and the other agreements, instruments and documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Agent with respect thereto and with respect to
advising the Agent as to its rights and responsibilities hereunder and
thereunder.
5.5 Conditions Precedent and Effective Date. This Amendment
shall become effective and be deemed effective upon the Agent's receipt of each
of the following:
(a) a counterpart of this Amendment duly executed by each
Borrower Party and the Required Lenders;
(b) the Borrowers' payment to the Agent, for the ratable
benefit of the Lenders signatories hereto on the date hereof, of an amendment
fee in the aggregate amount of the sum of twenty (20) basis points of the
Commitment of each Lender that delivers its released, executed signature page to
the Agent by the time specified by the Agent, which fee shall be fully earned as
of the date hereof and non-refundable when paid (it being understood that the
Agent may charge to the Loan Account such amount on the date hereof pursuant to
Section 3.5 of the Credit Agreement);
(c) payment by the Borrowers of all outstanding and unpaid
out-of-pocket costs and expenses of the Agent and the Lenders (including all
invoiced legal fees and expenses) as required pursuant to the Credit Agreement
(it being understood that the Agent may charge to the Loan Account such costs
and expenses on the date hereof pursuant to Section 3.5 of the Credit
Agreement); and
(d) the delivery of such other information, documents,
instruments or approvals as the Agent, the Lenders or the Agent's counsel may
reasonably require.
5.6 Conditions Subsequent. The Borrower Parties hereby
acknowledge and agree that the failure of the Borrowers to comply with each of
the conditions subsequent set forth below, on or before the date applicable
thereto, shall be deemed to constitute an Event of Default:
(a) on or before February 27, 2004, the Administrative
Borrower shall deliver the following to the Agent, in form and substance
satisfactory to the Agent:
(i) a written outline of the transfer pricing changes
to be made and the expected financial impact thereof on the Borrowers, and
(ii) a copy of the transfer pricing study of the
Borrowers; and
(b) on or before March 31, 2004, the Administrative
Borrower shall deliver to the Agent, in form and substance satisfactory to the
Agent:
(i) a pledge agreement with respect to Salton Brazil
pledging not less than sixty-five percent (65%) of the equity interests of the
Parent and Home Creations Direct, Ltd. in Salton Brazil,
(ii) all other documentation, including one or more
opinions of counsel satisfactory to the Agent, which in the opinion of the Agent
is appropriate with respect to the formation of Salton Brazil and the execution
and delivery of the such pledge agreement, and
(iii) a written budget and strategy of the Borrowers
to improve the financial performance of the Borrowers.
5.7 Reaffirmation. By acknowledging below, each Guarantor (a)
hereby consents to and approves the execution, delivery and performance of this
Amendment and (b) does hereby confirm, ratify and reaffirm (i) that the terms
and conditions of the Subsidiary Guaranty and the Security Agreement shall
continue to secure all of the Guaranteed Obligations (as defined in the
Subsidiary Guaranty) and the Secured Obligations (as defined in the Security
Agreement) and (ii) that such Guarantor has no right of set-off, counterclaim or
defense to the payment of the Guaranteed Obligations or the Secured Obligations.
Each Guarantor acknowledges and agrees that the Subsidiary Guaranty and the
Security Agreement are in full force and effect.
5.8 Section Titles. The section titles contained in this
Amendment are included for the sake of convenience only, shall be without
substantive meaning or content of any kind whatsoever, and are not a part of the
agreement between the parties.
5.9 Entire Agreement. This Amendment and the other Loan
Documents constitute the entire agreement and understanding between the parties
hereto with respect to the transactions contemplated hereby and supersede all
prior negotiations, understandings and agreements between such parties with
respect to such transactions.
5.10 APPLICABLE LAW. THIS AMENDMENT AND THE TRANSACTIONS
EVIDENCED HEREBY SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE
PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF NEW YORK; PROVIDED THAT THE
AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
5.11 Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. Delivery of an
executed counterpart of this Amendment by facsimile transmission shall be
equally effective as a manually delivered executed counterpart hereof.
5.12 Reference to and Effect on the Loan Documents. Upon the
effectiveness of this Amendment, on and after the date hereof 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 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 hereby and as amended by each amendment thereto
executed prior to the date hereof.
5.13 Loan Document. This Amendment shall be deemed to be a
Loan Document for all purposes.
5.14 Valid Amendment. The parties acknowledge that this
Amendment complies in all respects with Section 11.1(a) of the Credit Agreement,
which sets forth the requirements for amendments of the Credit Agreement.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first set forth above, by their respective duly
authorized officers.
BORROWERS:
SALTON, INC., a Delaware corporation
By: /s/ [SIG]
------------------------------------
Title: CAO, Senior Financial Officer
---------------------------------
TOASTMASTER INC., a Missouri corporation
By: /s/ [SIG]
------------------------------------
Title: CAO, Senior Financial Officer
---------------------------------
SALTON TOASTMASTER LOGISTICS LLC, a
Delaware limited liability company
By: /s/ [SIG]
------------------------------------
Its: CAO, Senior Financial Officer
-----------------------------------
GUARANTORS:
HOME CREATIONS DIRECT, LTD.,
a Delaware corporation
By: /s/ [SIG]
------------------------------------
Its: CAO, Senior Financial Officer
-----------------------------------
SONEX INTERNATIONAL CORPORATION,
a Delaware corporation
By: /s/ [SIG]
------------------------------------
Its: CAO, Senior Financial Officer
-----------------------------------
[Signatures continue on following page.]
[Signatures continued from previous page.]
ICEBOX,LLC, an Illinois limited liability
company
By: /s/ [SIG}
-----------------------------------
Its: CAO, Senior Financial Officer
----------------------------------
FAMILY PRODUCTS INC., a Delaware
corporation
By: /s/ [SIG]
-----------------------------------
Its: CAO, Senior Financial Officer
----------------------------------
SALTON HOLDINGS, INC., a Delaware
corporation
By: /s/ [SIG]
-----------------------------------
Its: CAO, Senior Financial Officer
----------------------------------
AGENT AND LENDERS:
WACHOVIA BANK, NATIONAL
ASSOCIATION
as the Agent and a Lender
By:
-----------------------------------
Its:
----------------------------------
BANK OF AMERICA, N.A., as a Lender
By:
-----------------------------------
Its:
----------------------------------
[Signatures continue on following page.]
[Signatures continued from previous page.]
ICEBOX, LLC, an Illinois limited liability
company
By:
-----------------------------------
Its:
----------------------------------
FAMILY PRODUCTS INC., a Delaware
corporation
By:
-----------------------------------
Its:
----------------------------------
SALTON HOLDINGS, INC., a Delaware
corporation
By:
-----------------------------------
Its:
----------------------------------
AGENT AND LENDERS:
WACHOVIA BANK, NATIONAL
ASSOCIATION
as the Agent and a Lender
By: /s/ [SIG]
-----------------------------------
Its: Director
----------------------------------
BANK OF AMERICA, N.A., as a Lender
By:
-----------------------------------
Its:
----------------------------------
[Signatures continue on following page.]
[Signatures continued from previous page.]
ICEBOX, LLC, an Illinois limited liability
company
By:
----------------------------------------
Its:
---------------------------------------
FAMILY PRODUCTS INC., a Delaware
corporation
By:
----------------------------------------
Its:
---------------------------------------
SALTON HOLDINGS, INC., a Delaware
corporation
By:
----------------------------------------
Its:
---------------------------------------
AGENT AND LENDERS:
WACHOVIA BANK, NATIONAL
ASSOCIATION
as the Agent and a Lender
By:
----------------------------------------
Its:
---------------------------------------
BANK OF AMERICA, N.A., as a Lender
By: /s/ [SIG]
---------------------------------------
Its: VP
--------------------------------------
[Signatures continue on following page.]
[Signatures continued from previous page.]
BANK ONE, NA, as a Lender
By: /s/ [sig]
----------------------------------
Its: Associate Director
---------------------------------
FLEET CAPITAL CORPORATION, as a
Lender
By:
----------------------------------
Its:
---------------------------------
THE CIT GROUP/COMMERCIAL
SERVICES, INC., as a Lender
By:
----------------------------------
Its:
---------------------------------
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:
----------------------------------
Its:
---------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:
----------------------------------
Its:
---------------------------------
COMERICA BANK, as a Lender
By:
----------------------------------
Its:
---------------------------------
[Signatures continue on following page.]
[Signatures continued from previous page.]
BANK ONE, NA, as a Lender
By:
----------------------------------
Its:
---------------------------------
FLEET CAPITAL CORPORATION, as a
Lender
By: /s/ [sig]
----------------------------------
Its: Vice President
---------------------------------
THE CIT GROUP/COMMERCIAL
SERVICES, INC., as a Lender
By:
----------------------------------
Its:
---------------------------------
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:
----------------------------------
Its:
---------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:
----------------------------------
Its:
---------------------------------
COMERICA BANK, as a Lender
By:
----------------------------------
Its:
---------------------------------
[Signatures continue on following page.]
[Signatures continued from previous page.]
BANK ONE, NA, as a Lender
By:
----------------------------------
Its:
---------------------------------
FLEET CAPITAL CORPORATION, as a
Lender
By:
----------------------------------
Its:
---------------------------------
THE CIT GROUP/COMMERCIAL
SERVICES, INC., as a Lender
By: /s/ [SIG] V.P.
----------------------------------
Its: Vice President
---------------------------------
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:
----------------------------------
Its:
---------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:
----------------------------------
Its:
---------------------------------
COMERICA BANK, as a Lender
By:
----------------------------------
Its:
---------------------------------
[Signatures continue on following page.]
[Signatures continued from previous page.]
BANK ONE, NA, as a Lender
By:
----------------------------------
Its:
---------------------------------
FLEET CAPITAL CORPORATION, as a
Lender
By:
----------------------------------
Its:
---------------------------------
THE CIT GROUP/COMMERCIAL
SERVICES, INC., as a Lender
By:
----------------------------------
Its:
---------------------------------
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ [SIG]
----------------------------------
Its: Vice President
---------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:
----------------------------------
Its:
---------------------------------
COMERICA BANK, as a Lender
By:
----------------------------------
Its:
---------------------------------
[Signatures continue on following page.]
[Signatures continued from previous page.]
BANK ONE, NA, as a Lender
By:
----------------------------------
Its:
---------------------------------
FLEET CAPITAL CORPORATION, as a
Lender
By:
----------------------------------
Its:
---------------------------------
THE CIT GROUP/COMMERCIAL
SERVICES, INC., as a Lender
By:
----------------------------------
Its:
---------------------------------
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:
----------------------------------
Its:
---------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ [SIG]
----------------------------------
Its: Vice President
---------------------------------
COMERICA BANK, as a Lender
By:
----------------------------------
Its:
---------------------------------
[Signatures continue on following page.]
[Signatures continued from previous page.]
BANK ONE, NA, as a Lender
By:
----------------------------------
Its:
---------------------------------
FLEET CAPITAL CORPORATION, as a
Lender
By:
----------------------------------
Its:
---------------------------------
THE CIT GROUP/COMMERCIAL
SERVICES, INC., as a Lender
By:
----------------------------------
Its:
---------------------------------
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:
----------------------------------
Its:
---------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:
----------------------------------
Its:
---------------------------------
COMERICA BANK, as a Lender
By: /s/ [SIG]
----------------------------------
Its: Vice President
---------------------------------
[Signatures continue on following page.]
[Signatures continued from previous page.]
XXXXXX COMMERCIAL PAPER INC.,
as a Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Its: Xxxxxxx Xxxxx
-----------------------------------
Vice President
BANKNORTH, N.A., as a Lender
By:
------------------------------------
Its:
-----------------------------------
CREDIT SUISSE FIRST BOSTON,
ACTING THROUGH ITS CAYMAN
ISLANDS BRANCH, as a Lender
By:
------------------------------------
Its:
-----------------------------------
By:
------------------------------------
Its:
-----------------------------------
HSBC BANK USA, as a Lender
By:
------------------------------------
Its:
-----------------------------------
FIRST NATIONAL BANK AND TRUST
COMPANY, as a Lender
By:
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Its:
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[Signatures continued from previous page.]
XXXXXX COMMERCIAL PAPER INC.,
as a Lender
By:
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Its:
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BANKNORTH, N.A., as a Lender
By: /s/ [SIG]
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Its: Commercial Banking Officer
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CREDIT SUISSE FIRST BOSTON,
ACTING THROUGH ITS CAYMAN
ISLANDS BRANCH, as a Lender
By:
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Its:
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By:
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Its:
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HSBC BANK USA, as a Lender
By:
------------------------------------
Its:
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FIRST NATIONAL BANK AND TRUST
COMPANY, as a Lender
By:
------------------------------------
Its:
-----------------------------------
[Signatures continued from previous page.]
XXXXXX COMMERCIAL PAPER INC.,
as a Lender
By:
------------------------------------
Its:
-----------------------------------
BANKNORTH, N.A., as a Lender
By:
------------------------------------
Its:
-----------------------------------
CREDIT SUISSE FIRST BOSTON,
ACTING THROUGH ITS CAYMAN
ISLANDS BRANCH, as a Lender
By:
------------------------------------
Its:
-----------------------------------
By:
------------------------------------
Its:
-----------------------------------
HSBC BANK USA, as a Lender
XXXXXXX XXXXXXX
9242
By: /s/ XXXXXXX XXXXXXX
------------------------------------
Its: Vice President
FIRST NATIONAL BANK AND TRUST
COMPANY, as a Lender
By:
------------------------------------
Its:
-----------------------------------
[Signatures continued from previous page.]
XXXXXX COMMERCIAL PAPER INC.,
as a Lender
By:
------------------------------------
Its:
-----------------------------------
BANKNORTH, N.A., as a Lender
By:
------------------------------------
Its:
-----------------------------------
CREDIT SUISSE FIRST BOSTON,
ACTING THROUGH ITS CAYMAN
ISLANDS BRANCH, as a Lender
By:
------------------------------------
Its:
-----------------------------------
By:
------------------------------------
Its:
-----------------------------------
HSBC BANK USA, as a Lender
By:
------------------------------------
Its:
-----------------------------------
FIRST NATIONAL BANK AND TRUST
COMPANY, as a Lender
By: /s/ [SIG]
------------------------------------
Its: EVP
-----------------------------------
[Signatures continued from previous page.]
RZB FINANCE LLC, as a Lender
By: /s/ Xxxxx X. Vautz
--------------------------
Its: First Vice President
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XXXXX X. VAUTZ
First Vice President
By: /s/ Xxxx Xxxxx
--------------------------
Its: XXXX XXXXX
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GROUP VICE PRESIDENT
