Legal Proceedings

EX-4.01.2 4 p64465ex4-01_2.txt EX-4.01.2 1 Exhibit - 4.01.2 EXECUTION COPY AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of December 4, 2000 (this "Amendment"), to the Third Amended and Restated Credit Agreement, dated as of September 30, 1999 (as amended by Amendment No. 1, dated as of February 17, 2000, and as further amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among CSK AUTO, INC. (the "Company"), the several lenders from time to time parties to the Credit Agreement (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), DLJ CAPITAL FUNDING, INC., a Delaware corporation, as syndication agent for the Lenders (the "Syndication Agent") and LEHMAN COMMERCIAL PAPER INC., a Delaware corporation, as documentation agent for the Lenders (in such capacity, the "Documentation Agent"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company has requested that the Lenders consent to amend certain provisions of the Credit Agreement; and WHEREAS, the Lenders are willing to consent to the requested amendment on and subject to the terms and conditions contained herein. NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Definitions. Unless otherwise defined herein, terms in the Credit Agreement are used herein as therein defined. 2. Amendments to the Credit Agreement. (a) Amendment to Section 1.1 (Defined Terms).(i) Section 1.1 of the Credit Agreement is hereby amended by adding the following new definitions in the appropriate alphabetical order: "First Delivery Date": the date on which the Company shall have delivered to the Administrative Agent and the Lenders its financial statements referred to in Section 7.1(b) for the first quarter of Fiscal Year 2001. "Fiscal Year": the fiscal year of the Company ending on the Sunday closest to January 31 of the following year. "Pricing Grid A": the pricing grid attached hereto as Annex A-1. "Pricing Grid B": the pricing grid attached hereto as Annex A-2. "Second Delivery Date": February 5, 2002. "Term Loan Lenders": the collective reference to each Tranche B Lender, Tranche B-1 Lender and Tranche B-2 Lender. 2 2 (ii) Section 1.1 of the Credit Agreement is hereby further amended by deleting the words "October 31, 2001" in the definition of "Revolving Credit Termination Date" and replacing them with the words "October 31, 2002." (iii) Section 1.1 of the Credit Agreement is hereby further amended by deleting the definitions of "Applicable Margin" and "Commitment Fee Rate" and substituting in lieu therefor the following new definitions: "APPLICABLE MARGIN": (a) From the Closing Date until (but excluding) the First Delivery Date, for each Loan, 3.00% for Eurodollar Rate Loans and 2.00% for Alternate Base Rate Loans. (b) From and after the First Delivery Date, for each Type of Loan, the rate per annum determined pursuant to Pricing Grid A. (c) From and after the Second Delivery Date, for each Type of Loan, the rate per annum determined pursuant to Pricing Grid B. "COMMITMENT FEE RATE": (a) From the Closing Date until (but excluding) the First Delivery Date, 0.5%, (b) from and after the First Delivery Date, the rate per annum determined pursuant to Pricing Grid A and (c) from and after the Second Delivery Date, the rate per annum determined pursuant to Pricing Grid B. (iv) Section 1.1 of the Credit Agreement is hereby further amended by deleting the definitions of "Delivery Date", "Pricing Grid" and "Tranche B-2 Delivery Date". (b) AMENDMENT TO SECTION 8.6 (LIMITATION ON INVESTMENTS, LOANS AND ADVANCES). Section 8.6(h) is hereby amended by deleting it in its entirety and substituting in lieu therefor the following new section: "(h) the Company and its Subsidiaries may make acquisitions of companies engaged primarily in businesses similar to the businesses in which the Company and its Subsidiaries are engaged to the extent that the amount expended to make such acquisitions is permitted pursuant to subsection 8.7(a) or (d); and" (c) AMENDMENT TO SECTION 8.7 (CAPITAL EXPENDITURES). Section 8.7 is hereby amended as follows: (i) The lead-in sentence in Section 8.7 is hereby amended by deleting in its entirety such sentence and substituting in lieu therefor the following words: "Unless otherwise consented to by the Supermajority Lenders, make or commit to make any Capital Expenditures, except that the Company and its Subsidiaries may make or commit to make Capital Expenditures". 3 3 (ii) Section 8.7(b) is hereby amended by deleting such section in its entirety and substituting in lieu therefor the words "[Reserved]". (iii) Section 8.7(d) is hereby amended by (A) deleting the table in such section and substituting in lieu therefor the following: Fiscal Year Base Amount ----------- ----------- 1998 $30,000,000 1999 $50,000,000 2000 $30,000,000 2001 $30,000,000 2002 $30,000,000 2003 $30,000,000 and (B) deleting the word "$15,000,000" in the proviso thereto and replacing it with the word "$5,000,000". (d) Amendment to Section 8.9 (Debt to EBITDA). Section 8.9(a) of the Credit Agreement is hereby amended by deleting the table therein and substituting in lieu therefor the following new table: Fiscal Year Fiscal Quarter Ratio ----------- -------------- ----- 1999 Second 4.50 to 1 Third 4.50 to 1 Fourth 4.50 to 1 2000 First 4.50 to 1 Second 4.00 to 1 Third 4.00 to 1 Fourth 4.25 to 1 2001 First 4.25 to 1 Second 4.00 to 1 Third 4.00 to 1 Fourth and each fiscal quarter thereafter 3.75 to 1 (e) Amendment to Section 8.10 (Interest Coverage). Section 8.10 of the Credit Agreement is hereby amended by deleting the table therein and substituting in lieu therefor the following new table: Interest Fiscal Year Fiscal Quarter Coverage Ratio ----------- -------------- -------------- 1999 Second 2.25 to 1 Third 2.25 to 1 Fourth 2.75 to 1 2000 First 2.75 to 1 Second 2.75 to 1 Third 2.75 to 1 Fourth 2.25 to 1 2001 First 2.25 to 1 Second 2.35 to 1 Third 2.50 to 1 4 4 Fourth and each fiscal quarter thereafter 2.75 to 1 (f) Amendment to Section 8.13 (Prepayments and Amendments of Permanent Subordinated Debt). Section 8.13 is hereby amended by deleting it in its entirety and substituting in lieu therefor the following new section: "(a) Optionally prepay, optionally retire, optionally redeem, optionally purchase, optionally defease, optionally exchange, or make any mandatory prepayment or any mandatory repurchase of any Permanent Subordinated Debt (other than the refinancing of the Permanent Subordinated Debt contemplated in the definition thereof) or pay any interest on the Permanent Subordinated Debt in cash if such interest may be paid by the issuance of additional Permanent Subordinated Debt or (b) amend, supplement or otherwise modify any documentation governing any Permanent Subordinated Debt (other than (i) amendments to such Permanent Subordinated Debt which reduce the interest rate or extend the maturity thereof and (ii) waivers of compliance by the Company with any of the terms or conditions of such Permanent Subordinated Debt (except those terms or conditions which by their terms are for the benefit of the Lenders))." (g) Amendment to Annex A. Annex A to the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with Annexes A-1 and A-2 attached hereto. (h) Amendment to Schedule 5.12. Schedule 5.12 to the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with Schedule 5.12 attached hereto. 3. Representations and Warranties. To induce the Administrative Agent and the Lenders parties thereto to enter into this Amendment, the Company hereby represents and warrants to the Administrative Agent and the Lenders as of the Amendment Effective Date that: (a) The Company has the corporate power and authority to make and deliver this Amendment, and to perform the Credit Documents to which it is a party, as amended by this Amendment, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment and the performance of the Credit Documents, as so amended. (b) No consent or authorization of, or filing with, any Person (including, without limitation, any Governmental Authority) is required in connection with the execution and delivery of the Company of this Amendment, or for the performance, validity or enforceability against the Company, of this Amendment or the Credit Documents to which it is a party, as amended by this Amendment, except for consents, authorizations and filings which have been obtained or made and are in full force and effect. (c) This Amendment has been duly executed and delivered by the Company. (d) This Amendment and each Credit Document to which the Company is a party, as amended by this Amendment, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by principals of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (e) The execution, delivery and performance of this Amendment and the performance of the Credit Documents to which the Company is a party, as amended by this Amendment, (i) will 5 5 not violate any Requirement of Law or any Contractual Obligation applicable to or binding upon the Company or any Subsidiary of the Company or any of their respective properties or assets, in a manner which, individually or in the aggregate, (x) would have a material adverse effect on the ability of the Company or such Subsidiary to perform its obligations under the Credit Documents, as amended by this Amendment, (y) would give rise to any liability on the part of the Administrative Agent or any Lender or (z) would have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, and (ii) will not result in the creation or imposition of any Lien on any of its properties or assets pursuant to any Requirement of Law applicable to it, as the case may be, or any of its Contractual Obligations, except for Liens arising under the Security Documents. (f) The representations and warranties made by the Company in each Credit Document to which it is a party and herein are true and correct in all material respects on and as of the Amendment Effective Date, before and after giving effect to this Amendment, as if made on the Amendment Effective Date. 4. Conditions Precedent. This Amendment shall become effective as of the date (the "Amendment Effective Date") when each of the conditions precedent set forth below shall have been satisfied or waived: (a) the Administrative Agent shall have received (i) this Amendment, executed and delivered by a duly authorized officer of the Company, the Administrative Agent and each Revolving Credit Lender and the Required Lenders (which may include the Revolving Credit Lenders) and (ii) each party to a Guarantee shall have acknowledged and agreed to this Amendment; (b) the Administrative Agent shall have received for the benefit of Lenders, the fees set forth in the certain Amendment Fee Letter, dated as of November 15, 2000, among the Company, Chase Securities Inc. and the Administrative Agent; and (c) on and as of the Amendment Effective Date and after giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing. 5. Determination of Fees and Interest. Commitment Fees and interest accrued on the Loans prior to the Amendment Effective Date shall be determined based on the Commitment Fee Rate and the Applicable Margin, as applicable, in effect immediately prior to the Amendment Effective Date in accordance with the terms of the Credit Agreement prior to giving effect to this Amendment. Commitment Fees and interest accrued on the Loans on and after the Amendment Effective Date shall be determined based on the Commitment Fee Rate and the Applicable Margin, as applicable, in effect in accordance with the terms of the Credit Agreement as amended by this Amendment. 6. Continuing Effect of Credit Documents. Except as expressly amended, modified and supplemented hereby, the provisions of the Credit Agreement and the other Credit Documents are and shall remain in full force and effect in accordance with their respective terms. 7. Expenses. The Company agrees to pay or reimburse the Lenders for all of their reasonable out-of-pocket costs and expenses incurred in connection with this Amendment and any other documents prepared in connection herewith, and consummation of the transactions contemplated hereby and thereby, including the reasonable fees and expenses of counsel to the Lenders. 6 6 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 9. Counterparts; Binding Effect. This Amendment may be executed in any number of counterparts by the parties hereto, each of which counterparts when so executed shall be an original, but all counterparts taken together shall constitute one and the same instrument. This Amendment may be delivered by facsimile transmission of the relevant signature pages thereof. The execution and delivery of this Amendment by any Lender shall be binding upon each of its successors and assigns (including Transferees of its commitments and Loans in whole or in part prior to effectiveness hereof) and binding in respect of all of its commitments and Loans, including any acquired subsequent to its execution and delivery hereof and prior to the effectiveness hereof. 7 7 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written. CSK AUTO, INC. By: /s/ Don W. Watson ------------------------------------- Name: Don W. Watson Title: CFO THE CHASE MANHATTAN BANK, as Administrative Agent, Issuing Bank and a Lender By: /s/ Neil R. Boylan ------------------------------------- Name: Neil R. Boylan Title: Managing Director 8 ANNEX A-1 PRICING GRID A

Changes in the Applicable Margin or the Commitment Fee Rate resulting from changes in the Leverage Ratio shall become effective on the date (the "Adjustment Date") on which financial statements are delivered to the Administrative Agent pursuant to subsection 7.1(a) or (b)(but in any event not later than the 50th day after the end of each of the fist three quarterly periods of each fiscal year or the 95th day after the end of each fiscal year, as the case may be) and (b) and shall remain in effect until the next change to be effected pursuant to this paragraph; provided that for the period from the Second Delivery Date until the delivery of financial statements pursuant to subsection 7.1(a) for the Fiscal Year 2001, the Leverage Ratio shall be determined based on the financial statements pursuant to subsection 7.1(b) for the third quarter of Fiscal Year 2001. If any financial statements referred to above are not delivered within the time periods specified in subsection 7.1, then, until such financial statements are delivered, the Leverage Ratio shall be deemed to be the same as with respect to the immediately preceding period; provided, however, that if such financial statements, when actually delivered, would have required an increase in the Applicable Margin or Commitment Fee Rate over the Applicable Margin or Commitment Fee Rate, as the case may be, in effect immediately prior to the date such financial statements were due, the Company shall promptly pay to the Lenders and the Administrative Agent any additional amounts of interest or fees which would have been payable on any previous Interest Payment Date had such higher Applicable Margin or Commitment Fee Rate, as the case may be, been in effect from the date such financial statements were required to be delivered. 10 Schedule 5.12 SUBSIDIARIES A. DOMESTIC SUBSIDIARIES* 1. CSKAUTO.COM, Inc., a Delaware corporation 2. Automotive Information Systems, Inc., a Minnesota corporation B. FOREIGN SUBSIDIARIES - ------------------------- * Al's and Grand Auto Supply was merged into the Company on February 17, 2000. 11 ACKNOWLEDGEMENT AND CONSENT Each of the Undersigned does hereby acknowledge and consent to the foregoing Amendment. Each of the Undersigned does hereby confirm and agree that, after giving effect to such Amendment, its Guarantee is and shall continue to be in full force and effect and is hereby confirmed and ratified in all respects. CSK AUTO CORPORATION By: /s/ Don W. Watson ------------------------------------- Name: Don W. Watson Title: CFO CSKAUTO.COM, INC. AUTOMOTIVE INFORMATION SYSTEMS, INC. By: /s/ Don W. Watson ------------------------------------- Name: Don W. Watson Title: CFO 12 Alliance Investments Ltd Authorized Signatory: By: /s/ Illegible -------------------------------- Name: Illegible Title: Authorized Signatory Bank One, NA ----------------------------------- Name of Lender By: /s/ Catherine A. Muszynski -------------------------------- Name: Catherine A. Muszynski Title: Vice President Bank Polska Kasa Opieki SA ------------------------------------ Name of Lender By: /s/ Harvey Winter --------------------------------- Name: Harvey Winter Title: Vice President STRATEGIC MANAGED LOAN PORTFOLIO ------------------------------------ By: Citibank, N.A., as Manager By: /s/ Hans L. Christensen --------------------------------- Hans L. Christensen Director OSPREY INVESTMENTS PORTFOLIO ------------------------------------ By: Citibank, N.A., as Manager By: /s/ Hans L. Christensen --------------------------------- Hans L. Christensen Director Citibank N.A. as Additional Investment Manager for and on behalf of Five Finance Corporation By: /s/ Hans L. Christensen --------------------------------- Hans L. Christensen Director By: /s/ M.G. Regan --------------------------------- Mike Regan CREDIT-SUISSE FIRST BOSTON -- CAYMAN ISLANDS BRANCH ------------------------------------- Name of Lender By: /s/ Paul Corona ---------------------------------- Name: Paul Corona Title: Vice President 13 CYPRESSTREE INVESTMENT PARTNERS I, LTD By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ JEFFERY W. HEUER ------------------------------------ Name: JEFFERY W. HEUER Title: PRINCIPAL CYPRESSTREE INVESTMENT PARTNERS II, LTD By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ JEFFERY W. HEUER ------------------------------------ Name: JEFFERY W. HEUER Title: PRINCIPAL CYPRESSTREE SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ JEFFERY W. HEUER ------------------------------------ Name: JEFFERY W. HEUER Title: PRINCIPAL NORTH AMERICAN SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ JEFFERY W. HEUER ------------------------------------ Name: JEFFERY W. HEUER Title: PRINCIPAL K2A CypressTree-1 LLC ------------------------------------ Name of Lender By: /s/ KIMBERLY ROWE ------------------------------------ Name: KIMBERLY ROWE Title: AUTHORIZED AGENT ELT Ltd. ------------------------------------ Name of Lender By: /s/ ANN E. MORRIS ------------------------------------ Name: ANN E. MORRIS Title: AUTHORIZED AGENT 14 Erste Bank ---------------------------------------- Name of Lender By: /s/ John Fay ------------------------------------ Name: John Fay Title: Assistant Vice President Erste Bank New York Branch /s/ John S. Runnion ---------------------------------------- John S. Runnion First Vice President Erste Bank New York Branch Firstar Bank, N.A. ---------------------------------------- Name of Lender By: /s/ Mark A. Whitson ------------------------------------ Name: Mark A. Whitson Title: Vice President First Union National Bank ---------------------------------------- Name of Lender By: /s/ Anthony D. Braxton ------------------------------------ Name: Anthony D. Braxton Title: Vice President Fleet Bank ---------------------------------------- Name of Lender By: /s/ Frances L. Mueller ------------------------------------ Name: Frances L. Mueller Title: Vice President General Electric Capital Corporation ---------------------------------------- Name of Lender By: /s/ Robert M. Kadlick ------------------------------------ Name: Robert M. Kadlick Title: Duly Authorized Signatory Highland Legacy Limited ---------------------------------------- Name of Lender By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager MLCBO IV (Cayman) Ltd. --------------------------------------- Name of Lender By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager 15 PAMCO Cayman, Ltd ----------------------------------- Name of Lender By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Todd Travers -------------------------------- Name: Todd Travers Title: Senior Portfolio Manager IKB Deutsche Industriebank A.G. Luxembourg Branch ----------------------------------- Name of Lender By: /s/ Illegible -------------------------------- Name: Illegible Title: Manager By: /s/ Illegible -------------------------------- Name: Illegible Title: Director INDOSUEZ CAPITAL FUNDING IIA, LIMITED ------------------------------------ By: Indosuez Capital as Portfolio Advisor By: /s/ Melissa Marano --------------------------------- Name: Melissa Marano Title: Vice President INDOSUEZ CAPITAL FUNDING III, LIMITED BY: Indosuez Capital as Portfolio Advisor By: /s/ Melissa Marano --------------------------------- Name: Melissa Marano Title: Vice President INDOSUEZ CAPITAL FUNDING IV, L.P. BY: Indosuez Capital as Portfolio Advisor By: /s/ Melissa Marano --------------------------------- Name: Melissa Marano Title: Vice President STRATA FUNDING LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Managing Agent By: /s/ Gregory Stoeckle --------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory 16 OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1, LTD. By: INVESCO Senior Secured Management, Inc. As Subadvisor By: /s/ GREGORY STOECKLE ------------------------------------ Name: GREGORY STOECKLE ------------------------------------ Title: AUTHORIZED SIGNATORY ------------------------------------ K2H Crescent LLC ------------------------------------ Name of Lender By: /s/ KIMBERLY ROWE ------------------------------------ Name: KIMBERLY ROWE Title: AUTHORIZED AGENT K2H Crescent - 2 LLC ------------------------------------ Name of Lender By: /s/ KIMBERLY ROWE ------------------------------------ Name: KIMBERLY ROWE Title: AUTHORIZED AGENT K2H Crescent - 3 LLC ------------------------------------ Name of Lender By: /s/ KIMBERLY ROWE ------------------------------------ Name: KIMBERLY ROWE Title: AUTHORIZED AGENT Lehman Syndicated Loans Inc. ------------------------------------ Name of Lender By: /s/ MICHELE SWANSON ------------------------------------ Name: MICHELE SWANSON Title: AUTHORIZED SIGNATORY MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST ------------------------------------ Name of Lender By: /s/ SHEILA A. FINNERTY ------------------------------------ Name: SHEILA A. FINNERTY Title: SENIOR VICE PRESIDENT NATIONAL BANK OF CANADA ------------------------------------ Name of Lender By: /s/ DAVID W. SHAW ------------------------------------ Name: DAVID W. SHAW Title: VICE PRESIDENT 17 Sanwa Bank California ---------------------------------------- Name of Lender By: /s/ John F. King ------------------------------------ Name: John F. King Title: Assistant Vice President IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written. CSK AUTO, INC. By: ------------------------------------ Name: Title: THE CHASE MANHATTAN BANK as Administrative Agent, Issuing Bank and a Lender By: ------------------------------------ Name: Title: SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor ---------------------------------------- Name of Lender By: /s/ Payson F. Swaffield ------------------------------------ Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT Stanfield CLO Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager ---------------------------------------- Name of Lender By: /s/ Gregory L. Smith ------------------------------------ Name: Gregory L. Smith Title: Partner Stanfield/RMF Transatlantic CDO Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager ---------------------------------------- Name of Lender By: /s/ Gregory L. Smith ------------------------------------ Name: Gregory L. Smith Title: Partner Crescent/Mach I Partners, L.P., By: TCW Asset Management Company, its Investment Manager By: /s/ SIGNATURE ILLEGIBLE ------------------------------------ 18 The Sumitomo Trust & Banking Co., Ltd. -------------------------------------------- Name of Lender New York Branch By: /s/ Stephanie M. Fowler ----------------------------------------- Name: Stephanie Fowler Title: Vice President VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ William D. Lenga ----------------------------------------- Name: William D. Lenga Title: Assistant Portfolio Manager Vice President VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ William D. Lenga ----------------------------------------- Name: William D. Lenga Title: Assistant Portfolio Manager Vice President VAN KAMPEN CLO I, LIMITED BY: VAN KAMPEN MANAGEMENT INC., as Collateral Manager By: /s/ William D. Lenga ----------------------------------------- Name: William D. Lenga Title: Assistant Portfolio Manager Vice President VAN KAMPEN CLO II, LIMITED BY: VAN KAMPEN MANAGEMENT INC., as Collateral Manager By: /s/ William D. Lenga ----------------------------------------- Name: William D. Lenga Title: Assistant Portfolio Manager Vice President Wells Fargo Bank N.A. -------------------------------------------- Name of Lender By: /s/ Michael Real ----------------------------------------- Name: Michael Real Title: Vice President 19 SEQUILS I, LTD By: TCW Advisors, Inc. as its Collateral Manager By: /s/ [Illegible] ----------------------------------------- Name: Title: By: /s/ Jonathan R. Insull ----------------------------------------- Name: Jonathan R. Insull Title: Senior Vice President SEQUILS IV. LTD By: TCW Advisors, Inc. as its Collateral Manager By: /s/ [Illegible] ----------------------------------------- Name: Title: By: /s/ Jonathan R. Insull ----------------------------------------- Name: Jonathan R. Insull Title: Senior Vice President TRANSAMERICA BUSINESS CREDIT CORPORATION -------------------------------------------- Name of Lender By: /s/ Stephen K. Goetschius ----------------------------------------- Name: Stephen K. Goetschius Title: Senior Vice President THE INDUSTRIAL BANK OF JAPAN, LIMITED -------------------------------------------- Name of Lender By: /s/ Vicente L. Timiraos ----------------------------------------- Name: Vicente L. Timiraos Title: Joint General Manager THE MITSUBISHI TRUST AND BANKING CORPORATION -------------------------------------------- Name of Lender By: /s/ Toshihiro Hayashi ----------------------------------------- Name: Toshihiro Hayashi Title: Senior Vice President THE PROVIDENT BANK -------------------------------------------- Name of Lender By: /s/ Nick Jevic ----------------------------------------- Name: Nick Jevic Title: Senior Vice President