1
EXHIBIT 4.2
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SECOND AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") dated as of October 23, 1997, is among EVI, INC., a Delaware
corporation formerly known as Energy Ventures, Inc. (the "Company"), the
Subsidiary Guarantors (as defined below), the banks and other financial
institutions listed on the signature pages under the heading "Lenders"
(collectively, the "Lenders"), and THE CHASE MANHATTAN BANK, as agent (in such
capacity, the "Agent") for the Lenders.
PRELIMINARY STATEMENT
(a) The Company, EVI Oil Tools, Inc., a Delaware corporation; Grant
Prideco, Inc., a Delaware corporation ("Grant Prideco"); Prideco Holdings,
Inc., a Delaware corporation; Channelview Real Property, Inc., a Delaware
corporation; EVI Management Inc., a Delaware corporation; EVI Arrow, Inc., a
Delaware corporation; and EVI Watson Packers, Inc., a Delaware corporation
(collectively, the "Subsidiary Guarantors"), the Lenders and the Agent entered
into an Amended and Restated Credit Agreement dated as of December 6, 1996, as
amended pursuant to a First Amendment to Amended and Restated Credit Agreement
dated as of August 8, 1997 among the Company, the Subsidiary Guarantors, the
Lenders and the Agent (the Amended and Restated Credit Agreement as so amended
being the "Original Credit Agreement").
(b) Pursuant to a memorandum of agreement dated October 23, 1997
among the Company, the Lenders and the Agent (the "October Agreement" and the
Original Credit Agreement
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as affected by the October Agreement being the "Credit Agreement"), (1) the
Lenders, inter alia, (A) consented and agreed to the sale by the Company of up
to $460,000,000 in convertible subordinated debentures (the "Subordinated
Debentures") and agreed that Indebtedness resulting from that sale will
constitute Permitted Indebtedness, (B) released the Collateral and (C)
consented and agreed to certain acquisitions and waived compliance with
Sections 8.02 and 8.06 of the Credit Agreement with respect to such
acquisitions and (2) the Company agreed (A) to repay all outstanding Loans upon
receipt of the proceeds of the sale of the Subordinated Debentures and (B) that
until all of the Lenders provide their written consent thereto, not to deliver
any Borrowing Requests to the Agent.
(c) The Company, the Subsidiary Guarantors, the Lenders and the Agent
wish to execute this Amendment to, inter alia, further evidence the October
Agreement and to amend certain provisions of the Credit Agreement to conform
those provisions to the October Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the Company, the Subsidiary Guarantors, the
Lenders and the Agent hereby agree as follows:
SECTION 1. Amendments to Section 1.01 of the Credit Agreement. (a)
The following defined terms contained in Section 1.01 of the Credit Agreement
together with their respective definitions are hereby deleted: "Collateral,"
"Company Pledge Agreement," "Domestically Owned Foreign Restricted Subsidiary,"
Foreign Owned Restricted Subsidiary," " Permitted Collateral Liens,""Secured
Parties," "Security Documents," "Subsidiary Guarantors Pledge Agreements" and
"Subsidiary Guarantors Security Agreements."
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(b) The definition of the term "Permitted Indebtedness" in Section
1.01 of the Credit Agreement is hereby amended by deleting the word "and" at
the end of clause (p) thereof, substituting a ";" for the "." at the end of
clause (q) and adding the following clauses (r) and (s):
"(r) the Subordinated Debentures; and
(s) after the BMW Acquisition, the Trico Indebtedness.".
(c) The definition of the term "Eligible Inventory" is hereby amended
in its entirety to read as follows:
"'Eligible Inventory' means, at any time, all inventory (as such
term is defined in Section 9-109(4) of the UCC) of a Loan Party for
which each of the following statements is accurate and complete (and the
Company by including such inventory in any computation of the Borrowing
Base shall be deemed to represent and warrant to the Agent, the Issuing
Bank and each Lender the accuracy and completeness of such statements as
to said inventory):
(a) Said inventory shall be valued in accordance with
GAAP and (i) shall include raw materials and finished goods but
(ii) shall not include goods that are classified as "work-in-
progress";
(b) Said inventory is in good condition, meets all
standards imposed by any Governmental Authority having regulatory
authority over it, its use and/or sale and is either currently
usable or currently salable in the normal course of business of a
Loan Party;
(c) Said inventory is not (i) located outside the
United States of America or (ii) in the possession or control of
any warehouseman, bailee, or any agent or processor for or
customer of a Loan Party or, if it is in any such Person's
possession, such warehouseman, bailee, agent, processor or
customer and such warehouseman, bailee, agent, processor or
customer has waived or subordinated any rights to payment secured
by any Lien (other than Permitted Borrowing Base Liens);
(d) Said inventory is, and at all times will be, free
and clear of all Liens, Permitted Borrowing Base Liens of a type
described in clause (a) or (b) of the definition of that term;
(e) Said inventory does not include goods that have
been damaged or returned;
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(f) Said inventory is not Permitted Consigned
Inventory; and
(g) Said inventory does not include goods that are not
owned by a Loan Party or that are held by a Loan Party pursuant
to a consignment agreement.".
(d) The definition of "Eligible Receivables" is hereby amended in its
entirety to read as follows:
"'Eligible Receivables' means, at any time, the net invoice or
ledger amount owing on each account (which shall mean any "account" as
such term is defined in Section 9-106 of the UCC and any "chattel paper"
as such term is defined in Section 9-105(l)(b) of the UCC) of a Loan
Party arising from the sale, lease or exchange of goods or the rendering
of any service by a Loan Party (net of any credit balance, returns,
trade discounts or unbilled amounts or retention) for which each of the
following statements is accurate and complete (and the Company by
including such account in any computation of the Borrowing Base shall be
deemed to represent and warrant to the Agent, the Issuing Bank and the
Lenders the accuracy and completeness of such statements):
(a) Said account or chattel paper is a binding and
valid obligation of the obligor thereon in full force and effect;
(b) Said account or chattel paper is genuine as
appearing on its face or as represented in the books and records
of a Loan Party;
(c) Said account or chattel paper is free from claims
regarding rescission, cancellation or avoidance, whether by
operation of law or otherwise;
(d) Payment of said account or chattel paper is less
than 90 days past due as determined by the due date stated on the
invoice therefor (or if said account or chattel paper is not paid
by reference to an invoice in the ordinary course of business but
instead by reference to the terms of the agreements creating said
account or chattel paper, said account or chattel paper has not
remained unpaid beyond 90 days after the due date therefor);
(e) Said account or chattel paper is net of
concessions, offset (excluding any accounts payable offset
supported by a letter of credit) or understandings with the
obligor thereon of any kind;
(f) Said account or chattel paper is, and at all times
will be, free and clear of all Liens;
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(g) Said account or chattel paper is derived from goods
sold or leased or services rendered to the obligor in the
ordinary course of business of a Loan Party;
(h) Said account or chattel paper is not (i) carried on
the books of a Loan Party, as an "exchange account receivable" or
(ii) subject to an exchange agreement with another Person;
(i) Said account or chattel paper is not payable by an
obligor who is more than 90 days past due with regard to 20% or
more of the total accounts and chattel paper owed by such obligor
or any of its Affiliates;
(j) The obligor on said account or chattel paper has
been sent an invoice within 10 days after said account or chattel
paper has been entered on the financial records of a Loan Party;
(k) All consents, licenses, approvals or authorizations
of, or registrations or declarations with, any Governmental
Authority required to be obtained, effected or given in
connection with the execution, delivery and performance of said
account or chattel paper by each party obligated thereunder have
been duly obtained, effected or given and are in full force and
effect;
(l) The obligor on said account or chattel paper (i) is
not the subject of any bankruptcy or insolvency proceeding, has
not had a trustee or receiver appointed for all or a substantial
part of its property, has not made an assignment for the benefit
of creditors, admitted its inability to pay its debts as they
mature or suspended its business; and (ii) is not affiliated,
directly or indirectly, with the Company as a Subsidiary or other
Affiliate, employee or otherwise;
(m) The goods sold or leased or services rendered
resulting in the right to payment in connection with said account
were sold, leased or rendered in a state or territory of the
United States of America (excluding, however, such goods which
are sold or leased for export outside of the United States of
America), said account or chattel paper is payable in the United
States of America, and the obligor thereon is subject to the
jurisdiction of federal, state or provincial courts in the United
States of America, unless said account or chattel paper is backed
by a letter of credit in form and substance acceptable to the
Agent and issued by an issuer, having capital and surplus in
excess of $500,000,000 and having ratings of A1 and P1 by
Standard & Poor's Rating Group and Moody's Investors Service,
Inc., respectively;
(n) In the case of the sale of goods, the subject goods
have been sold to an obligor on an absolute sale basis on open
account and not on consignment, on approval or a "sale or return"
basis or subject to any other repurchase or return
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agreement and no material part of the subject goods has been
returned, rejected, lost or damaged, the said account is not,
evidenced by chattel paper or an instrument of any kind; and
(o) Said account or chattel paper has not been
otherwise determined by the Agent, in its good faith discretion,
to be unacceptable in accordance with its customary practices for
facilities of this nature;
provided, that, if any account, when added to all other accounts that
are obligations of the same obligor and its Affiliates, results in a
total sum that exceeds 15% of the total balance then due on all Eligible
Receivables, the amount of said account in excess of 15% of such total
balance then due shall be excluded from Eligible Receivables.".
(e) Section 1.01 of the Credit Agreement is hereby amended by adding
the following defined terms:
"'BMW Acquisition' means the acquisition by the Company of all
the capital stock of BMW Monarch (Lloydminister), Ltd.; BMW Pump Inc.;
Makelki Holdings Ltd.; 589979 Alberta Ltd.; 600969 Alberta Ltd.; and
391862 Alberta Ltd.; each a corporation organized under the laws of the
Province of Alberta, Canada, for a total purchase price of 130,000,000
Canadian dollars.
'Permitted Borrowing Base Liens' means (a) Liens for taxes not
yet delinquent or which are being contested in good faith by appropriate
proceedings; provided that adequate reserves with respect thereto are
being maintained on the books of the Company in conformity with GAAP,
(b) carriers', warehouseman's, landlords', storage, mechanics',
materialmen's, repairmen's or other like Liens securing liabilities
arising in the ordinary course of business and not overdue for a period
of more than 60 days or which are being contested in good faith by
appropriate proceedings, (c) Liens of creditors of consignees of
Permitted Consigned Inventory and (d) other Liens on Inventory of the
Company or any of its Subsidiaries provided the aggregate amount of
liabilities secured by all such Liens does not exceed $1,000,000.
'Trico' means Trico Industries, Inc., a California corporation.
'Trico Acquisition' means the acquisition by the Company of all
the capital stock of Trico for a total purchase price of $105,000,000
(subject to adjustment for changes in the net assets of Trico since
August 31, 1997 to the date of such acquisition) and a guarantee by the
Company of the Trico Indebtedness.
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'Trico Indebtedness' means, without duplication, $8,730,000
original principal amount of variable rate demand industrial development
revenue refunding bonds and the guarantee thereof by the Company.
'Subordinated Debentures' means up to $460,000,000 original
principal amount of the Company's convertible subordinated debentures
due 2027.".
SECTION 2. Amendments to Section 8.02(f) of the Credit Agreement. (a)
Section 8.02(f) of the Credit Agreement is hereby amended in its entirety to
read as follows:
"SECTION 8.02. Consolidation, Merger, Sale or Purchase of
Assets, Etc. The Company will not, and will not permit any Restricted
Subsidiary to, wind up, liquidate or dissolve its affairs, or effect any
merger or consolidation, sell, lease or otherwise dispose of all or any
part of its property or assets (other than sales of inventory in the
ordinary course of business), or purchase, lease or otherwise acquire
(in one or a series of related transactions) all or any part of the
property or assets or all or any part of the Capital Stock of any
Person, or (unless such agreement shall expressly condition consummation
by the Company or such Restricted Subsidiary of the transactions
contemplated thereby upon receipt of the prior written consent of the
Majority Lenders) agree to do any of the foregoing at any future time,
except that this Section 8.02 shall not prohibit any of the following
transactions, or any agreement to effect the same:
(a) (i) the purchase, lease or sale of inventory, (ii)
the lease pursuant to Capital Leases of tangible personal
property or (iii) the acquisition of facilities, equipment and
other assets, in each case, by the Company or any Restricted
Subsidiary in the ordinary course of business;
(b) if, at the time thereof and immediately after
giving effect thereto, no Event of Default or Default shall have
occurred and be continuing (i) the merger of any domestic Wholly
Owned Restricted Subsidiary into the Company in a transaction in
which the Company is the surviving Person, or the merger or
consolidation of any domestic Wholly Owned Restricted Subsidiary
with and into any other domestic Wholly Owned Restricted
Subsidiary, in each case in a transaction in which no Person
other than the Company or a Restricted Subsidiary receives any
consideration; (ii) the merger or consolidation of any foreign
Wholly Owned Restricted Subsidiary with and into a domestic
Wholly Owned Restricted Subsidiary or any other foreign Wholly
Owned Restricted Subsidiary, in each case in a transaction in
which no Person other than the Company or a Restricted Subsidiary
receives any consideration; and (iii) the merger of any other
Person with and into the Company or a Restricted Subsidiary if
the Company or a Restricted Subsidiary is the surviving entity
and after giving effect to such transaction the Company and the
Restricted Subsidiaries shall be in
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compliance, on a pro forma basis after giving effect to such
transaction, with the covenants contained in Article VIII
recomputed as of the last day of the most recently ended fiscal
quarter of the Company and the Restricted Subsidiaries as if such
transaction had occurred on the first day of each relevant period
for testing such compliance, and the Company shall have delivered
to the Agent an officer's certificate to such effect, together
with all relevant financial information and calculations
demonstrating such compliance;
(c) Investments permitted by Section 8.06;
(d) sales, leases or other dispositions of assets by
the Company or the Restricted Subsidiaries determined by the
Board of Directors of the Company to be no longer useful,
necessary or desirable in the operation of the business of the
Company or the Restricted Subsidiaries; provided, unless the
consideration received for such sale, lease or other disposition
has a value in excess of $5,000,000, the determination by the
Board of Directors of the Company shall not be required;
(e) so long as at the time thereof and immediately
after giving effect thereto no Default or Event of Default shall
have occurred and be continuing:
(i) a domestic Restricted Subsidiary may
transfer property and assets to the Company or another
domestic Restricted Subsidiary;
(ii) a foreign Restricted Subsidiary may transfer
property and assets to the Company or another Restricted
Subsidiary (other than Highland Corod except as permitted
in clause (iv) below);
(iii) the Company may transfer property or assets
to any domestic Restricted Subsidiary; and
(iv) any domestic Restricted Subsidiary, or the
Company, may transfer assets or property to any foreign
Restricted Subsidiary, provided that (A) such transfers
shall be made for consideration of not less than the cost
of the property or assets so transferred, (B) licenses of
technology by and among the Company and the Restricted
Subsidiaries shall not be subject to any other limitations
contained in this Agreement, and (C) in addition to and
without limitation of the foregoing, the Company and the
domestic Restricted Subsidiaries shall be permitted to
transfer assets or property to any one or more foreign
Restricted Subsidiaries and any foreign Restricted
Subsidiary may transfer assets or property to Highland
Corod, provided that the aggregate book value of all such
assets or property transferred pursuant to
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this clause (D) during any fiscal year of the Company does
not exceed $5,000,000;
(f) the Company or any Restricted Subsidiary may
acquire all or substantially all of the assets of, or all the
Capital Stock in, a Person or division or line of business of a
Person if, at the time thereof and immediately after giving
effect thereto (each such acquisition being a 'Permitted Business
Acquisition'):
(i) no Event of Default or Default shall have
occurred and be continuing or would result therefrom;
(ii) all the Capital Stock of any acquired or
newly-formed corporation, partnership, association or
other business entity (a 'New Subsidiary') is owned
directly by the Company or one or more Wholly Owned
Restricted Subsidiaries or the Company and one or more
Wholly Owned Restricted Subsidiaries, and such New
Subsidiary shall become a Restricted Subsidiary and
engaged primarily in one or more Lines of Business and
(unless it is a foreign Restricted Subsidiary) shall have
executed a Subsidiary Guarantor Counterpart in the form of
Exhibit 8.02 (a 'Subsidiary Guarantor Counterpart')
guaranteeing the Obligations;
(iii) the Company and the Restricted Subsidiaries
shall be in compliance, on a pro forma basis, after giving
effect to such acquisition or formation, with the
covenants contained in Article VIII, recomputed as at the
last day of the most recently ended fiscal quarter of the
Company and the Restricted Subsidiaries as if such
acquisition had occurred on the first day of each relevant
period for testing such compliance, and, the Company shall
have delivered to the Agent and the Lenders a certificate
of a Responsible Officer to such effect, together with all
relevant financial information of such New Subsidiary or
assets and calculations demonstrating such compliance;
(iv) any New Subsidiary shall not be liable for
any Indebtedness (except for Indebtedness permitted by
Section 8.04);
(v) the Majority Lenders shall have given their
prior written consent (which consent shall not be
unreasonably withheld, taking into consideration the
merits of the acquisition) in the case of any acquisition
involving consideration (whether cash or property (other
than Qualified Capital Stock of the Company), as valued at
the time each investment is made) in excess of
$30,000,000; and
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(vi) the Agent shall have received (A) such
opinions of counsel to such New Subsidiary as the Agent
and the Lenders may reasonably request as to the
organization, good standing and enforceability of this
Agreement and the Subsidiary Counterpart and such other
matters as the Agent and the Lenders may reasonably
require and (B) such other agreements, certificates,
financing statements, approvals, reports, consents,
waivers, estoppels, subordination agreements, filings and
other documentation as the Agent and the Majority Lenders
may reasonably request.
(g) The sale by the Company or any Subsidiary of any
shares of capital stock of Alberta.
The Loan Parties shall pay all reasonable costs and expenses
(including the reasonable legal expenses and out-of-pocket expenses)
incurred by the Agent and the Lenders in connection with the
satisfaction of the requirements set forth in this Section 8.02(f).".
SECTION 3. General Amendments to the Credit Agreement. The Credit
Agreement and the Notes are hereby amended by deleting therefrom (a) all
references therefrom to "Collateral," "Company Pledge Agreement," "Domestically
Owned Foreign Restricted Subsidiary," "Foreign Owned Restricted Subsidiary,"
"Permitted Collateral Liens," "Secured Parties," "Security Documents,"
"Subsidiary Guarantors Pledge Agreements" and "Subsidiary Guarantors Security
Agreements," (b) all representations, covenants, Defaults and Events of Default
referencing the Collateral, the enforceability of any Security Document or the
existence, perfection or priority of any Lien on any Collateral.
SECTION 4. Compliance by the Company. (a) Upon the consummation of
the Trico Acquisition, the Company will cause Trico to comply with the
provisions of Section 8.02(f)(ii) and (vi) of the Credit Agreement, as amended
and affected by this Amendment.
(b) The Company covenants that upon receipt of the proceeds of the
Subordinated Debentures, all outstanding Loans under the Credit Agreement will
be repaid in full and,
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notwithstanding the provisions of Section 12.01 of the Credit Agreement to the
contrary, no Notice of Borrowing shall be delivered by the Company unless all
of the Lenders consent to funding the Borrowing requested in such Notice of
Borrowing. Notwithstanding the foregoing, the Company may obtain the issuance
of Letters of Credit up to the full amount of the Letter of Credit Limit upon
compliance with the applicable provisions of Article V.
SECTION 5. Conditions to Effectiveness. This Amendment shall become
effective when, and only when, the following conditions have been fulfilled:
(a) the Company, the Subsidiary Guarantors and all Lenders shall have
executed a counterpart of this Amendment; and
(b) the Agent shall have executed a counterpart of this Amendment and
shall have received counterparts of this Amendment executed by the Company, the
Subsidiary Guarantors and all Lenders.
SECTION 6. Representations and Warranties True; No Default or Event of
Default. The Company and the Subsidiary Guarantors hereby represent and
warrant to the Agent and the Lenders that after giving effect to the execution
and delivery of this Amendment (a) the representations and warranties set forth
in the Credit Agreement are true and correct on the date hereof as though made
on and as of such date except for any such representations and warranties as
are by their terms limited to a specific earlier date (in which case such
representations and warranties shall have been true and correct on and as of
such earlier date), and (b) no Default or Event of Default has occurred and is
continuing.
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SECTION 7. Reference to the Credit Agreement and Effect on the Notes.
(a) Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement," "hereunder," "herein" or words of like
import shall mean and be a reference to the Credit Agreement, as amended and
affected hereby.
(b) Upon the effectiveness of this Amendment, each reference in the
Notes and the other Loan Documents to "the Credit Agreement" shall mean and be
a reference to the Credit Agreement, as amended and affected hereby.
(c) Upon the effectiveness of this Amendment, each reference in the
Credit Agreement, the Notes and the other Loan Documents to "Permitted
Indebtedness," "Eligible Inventory" and "Eligible Receivables" shall mean and
be a reference to such terms as modified pursuant to Section 1.
(d) The Credit Agreement, the Notes, and the other Loan Documents, as
amended and affected hereby, shall remain in full force and effect and are
hereby ratified and confirmed.
SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
AND APPLICABLE FEDERAL LAW AND SHALL BE BINDING UPON THE COMPANY, THE
SUBSIDIARY GUARANTORS, THE LENDERS AND THE AGENT AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
SECTION 9. Descriptive Headings. The section headings appearing in
this Amendment have been inserted for convenience only and shall be given no
substantive meaning or significance whatever in construing the terms and
provisions of this Amendment.
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SECTION 10. FINAL AGREEMENT OF THE PARTIES. THIS AMENDMENT, THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT OF
THE LOAN PARTIES, THE LENDERS AND THE AGENT WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND THEREOF, AND THERE ARE NO PROMISES, UNDERTAKINGS, REPRESENTATIONS OR
WARRANTIES BY THE AGENT OR ANY LENDER RELATIVE TO THE SUBJECT MATTER HEREOF OR
THEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO HEREIN OR IN THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 11. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
Company:
EVI, INC., a Delaware corporation
By: /s/ James G. Kiley
----------------------------------
Name: James G. Kiley
--------------------------------
Title: Vice President
-------------------------------
Subsidiary Guarantors:
EVI OIL TOOLS, INC., a Delaware
corporation
By: /s/ James G. Kiley
----------------------------------
Name: James G. Kiley
--------------------------------
Title: Vice President
-------------------------------
GRANT PRIDECO, INC., a Delaware
corporation and the successor of a
merger of Prideco, Inc., a Texas
corporation, with and into Grant
Prideco, Inc.
By: /s/ James G. Kiley
----------------------------------
Name: James G. Kiley
--------------------------------
Title: Vice President
-------------------------------
PRIDECO HOLDINGS, INC., a Delaware
corporation
By: /s/ James G. Kiley
----------------------------------
Name: James G. Kiley
--------------------------------
Title: Vice President
-------------------------------
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CHANNELVIEW REAL PROPERTY, INC., a
Delaware corporation
By: /s/ James G. Kiley
----------------------------------
Name: James G. Kiley
--------------------------------
Title: Vice President
-------------------------------
EVI MANAGEMENT INC., a Delaware
corporation
By: /s/ James G. Kiley
----------------------------------
Name: James G. Kiley
--------------------------------
Title: Vice President
-------------------------------
EVI ARROW, INC., a Delaware
corporation
By: /s/ James G. Kiley
----------------------------------
Name: James G. Kiley
--------------------------------
Title: Vice President
-------------------------------
EVI WATSON PACKERS, INC., a Delaware
corporation
By: /s/ James G. Kiley
----------------------------------
Name: James G. Kiley
--------------------------------
Title: Vice President
-------------------------------
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Agent:
THE CHASE MANHATTAN BANK, AS AGENT
By: /s/ Sandra J. Miklave
----------------------------------
Name: Sandra J. Miklave
--------------------------------
Title: Vice President
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Lenders:
THE CHASE MANHATTAN BANK
By: /s/ Peter M. Ling
----------------------------------
Name: Peter M. Ling
--------------------------------
Title: Vice President
-------------------------------
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ABN AMRO BANK N.V. -- HOUSTON
AGENCY
By: /s/ H. Gene Shiels
----------------------------------
Name: H. Gene Shiels
--------------------------------
Title: Vice President
-------------------------------
By: /s/ Charles W. Randall
----------------------------------
Name: Charles W. Randall
--------------------------------
Title: Senior Vice President
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Philippe Sonstra
----------------------------------
Name: Philippe Sonstra
--------------------------------
Title: Senior Vice President
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HIBERNIA NATIONAL BANK
By: /s/ Tammy M. Angelety
----------------------------------
Name: Tammy M. Angelety
--------------------------------
Title: Asst. Vice President
-------------------------------
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WELLS FARGO BANK (TEXAS), N.A.
By: /s/ Frank Schageman
---------------------------------
Name: Frank Schageman
------------------------------
Title: Vice President
------------------------------
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THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Ashby
---------------------------------
Name: F.C.H. Ashby
------------------------------
Title: Senior Manager Loan Operations
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BANQUE PARIBAS
By: /s/ Brian Malone
---------------------------------
Name: Brian Malone
------------------------------
Title: Vice President
------------------------------
By: /s/ Barton D. Schouest
---------------------------------
Name: Barton D. Schouest
------------------------------
Title: Managing Director
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THE FUJI BANK, LIMITED
By: /s/ Nate Ellis
---------------------------------
Name: Nate Ellis
------------------------------
Title: Vice President & Manager
------------------------------