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EXHIBIT 10.10
SEMINIS, INC.
SEMINIS VEGETABLE SEEDS, INC.
MODIFICATION AND INTERIM WAIVER AGREEMENT
To the Lender Parties to the Credit
Agreement Identified Below
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of June 28, 1999 (the "Credit
Agreement") among the undersigned, SEMINIS, INC., a Delaware corporation
("Seminis"), SEMINIS VEGETABLE SEEDS, INC., a California corporation ("SVS" )
and SVS HOLLAND B.V., a private company with limited liability incorporated
under the laws of The Netherlands ("SVS Holland" and, together with Seminis and
SVS, individually a "Borrower" and collectively the "Borrowers"), the Banks from
time to time party thereto and Harris Trust and Savings Bank, as administrative
agent for the Banks (the "Administrative Agent"), as heretofore or hereafter
amended (the "Credit Agreement"), capitalized terms used without definition
below to have the meanings ascribed to them in the Credit Agreement.
The Borrowers were not in compliance with Sections 7.20 and 7.22 of the
Credit Agreement as of September 30, 2000 and anticipate they will not be in
compliance with either of those Sections of the Credit Agreement as of December
31, 2000 and March 31, 2001. In addition the Borrowers have informed the Banks
that they will not be able to pay the principal installments on the Term Loans
in the principal amount of $12,500,000 that are due on December 31, 2000.
Therefore, Events of Default may arise under the Credit Agreement. The Borrowers
have requested that the Banks waive compliance with Sections 7.20 and 7.22 of
the Credit Agreement, reamortize the Term Loans and otherwise modify and waive
certain provisions of the Credit Agreement, and the Banks are willing to do so
on the terms and conditions contained in this Modification and Interim Waiver
Agreement (the "Agreement").
Accordingly, upon satisfaction of the conditions precedent to effectiveness
set forth below, the Borrowers and the Banks agree as follows:
1. Interim Waivers with Respect to Certain Financial Covenants. Any
Potential Default or Event of Default occasioned solely by the failure of the
Borrowers to be in compliance with Section 7.20 or 7.22 of the Credit Agreement
as of, but only as of, September 30, 2000, December 31, 2000 and March 31, 2001
(each a "Test Date") is hereby waived but only for the period (the "Waiver
Period") from the applicable Test Date to and including April 30, 2001 (the
"Expiry Date"). From and after the Expiry Date such waivers shall be of no
further force or effect and, absent a further waiver of such Potential Defaults
and/or Events of Default by the Required Banks such Potential Defaults and
Events of Default shall once again arise all as though the waivers provided for
in this Section 1 had never been given.
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2. Extension of Term Loan Maturities Due December 31, 2000. Notwithstanding
anything to the contrary contained in the Credit Agreement or the Term Credit
Notes, the principal installments of the Term Loans in an aggregate amount of
$12,500,000 due December 31, 2000 shall be payable in two installments each in
the principal amount of $6,250,000 which shall be due and payable on March
31,2001 and April 30, 2001. These installments are in addition to any other
principal installments of the Term Loans required to be made pursuant to the
Credit Agreement.
3. Additional Collateral. (a) No later than January 31, 2001, the Domestic
Borrowers shall, and shall cause each of their Domestic Subsidiaries to, grant
to the Administrative Agent for the benefit of the Banks valid and enforceable
mortgage liens on all of their real property, buildings and improvements
(including fixtures) located in the United States of America, other than (i) the
Oxnard Facility and any other property that is subject to a lien the terms of
which either prohibit the granting of a second lien on the property in question
or require a third party's consent to the granting of such lien and such consent
has been requested and denied or withheld (collectively, the "Excluded First
Lien Properties"), and (ii) any real property having a fair market value of less
than $400,000 or, if the fair market value of any real property is unknown, a
book value of less than $250,000, all pursuant to mortgages or deeds of trust
satisfactory in form and substance to the Administrative Agent. The Domestic
Borrowers shall not, nor shall they permit their Domestic Subsidiaries to, grant
any further consensual liens or encumbrances on any of the Excluded First Lien
Properties.
(b) No later than February 28, 2001, SVS Holland will grant to the
Administrative Agent for the benefit of the Banks valid, perfected and
enforceable liens on all of its assets, including without limitation all of its
inventory, accounts receivable, general intangibles, machinery and equipment and
intellectual property, all in the manner required or permitted by the laws of
The Netherlands and pursuant to documentation satisfactory in form and substance
to the Administrative Agent. Notwithstanding anything to the contrary contained
in this Agreement or any of the other Loan Documents, the liens and security
interests granted by SVS Holland pursuant to this Agreement shall secure only
SVS Holland's indebtedness, obligations and liabilities under the Loan
Documents.
(c) As soon as practicable but in any event no later than February 28,
2001, the Domestic Borrowers shall take, and cause all Subsidiaries thereof to
take, such action as shall be necessary in the reasonable opinion of the
Administrative Agent to grant the Administrative Agent valid, perfected and
enforceable first liens on the germplasm, other biological material and
intellectual property of the Borrowers and their Subsidiaries located in foreign
countries including but not limited to The Netherlands, Chile, Spain, France,
Italy and Korea, all as collateral security for the Obligations (as defined in
the Security Agreement).
(d) No later than February 28, 2001, the Domestic Borrowers shall take, and
cause all Domestic Subsidiaries thereof to take, such action as shall be
necessary in the reasonable opinion of the Administrative Agent to cause all
liens granted to the Administrative Agent on the capital stock of or other
equity interest in Choong Ang, Hungnong and certain other Foreign Subsidiaries
owned directly by the Domestic Borrowers or any of their Domestic Subsidiaries
(limited to 66% of the issued and outstanding voting equity interests) to be
perfected in the
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manner required by the law of the jurisdiction in which such Foreign Subsidiary
is organized so as to be enforceable against creditors in such foreign
jurisdictions
(e) In connection with the execution and delivery of the security
documentation described in this Section 3 the Borrowers shall deliver or cause
to be delivered to the Administrative Agent such legal opinions, title insurance
and other instruments and documents as the Administrative Agent or its counsel
may reasonably require within such time frames as the Administrative Agent may
reasonably specify.
(f) Except as otherwise provided herein, the liens and security interests
granted to the Administrative Agent pursuant to this Section 3 shall secure all
of the Obligations (as defined in the Security Agreement).
(g) The requirements contained in subsections (c) and (d) of this Section 3
shall be subject to such limitations as the Required Banks, after consultation
with Seminis, may reasonably determine are appropriate so as not to impose a
cost (including without limitation domestic and foreign taxes) upon the
Borrowers and their Subsidiaries which is disproportionate to the benefit to be
gained by the Banks through the provision of such collateral security and as may
be necessary in order to accommodate limitations or requirements of local law.
On or before January 15, 2001 the Administrative Agent and a group of Banks
acting as a steering committee for the Banks (the "Steering Committee") shall
recommend to the Banks a course of action to be taken with respect to the
foregoing which the Steering Committee believes to be reasonable and appropriate
under the circumstances and shall report to the Banks as to the modifications,
limitations and restrictions which should be imposed in connection with the
foregoing and if approved by the Required Banks such modifications, conditions
and restrictions shall be binding upon all of the Banks.
(h) No later than January 8, 2001, the Borrowers shall deliver to the
Administrative Agent stock certificate representing 66% of the issued and
outstanding capital stock of each of the Domestic Borrowers' Foreign
Subsidiaries (except for such certificates delivered in satisfaction of Section
22(c)(ii) hereof) to the extent such capital stock is evidenced by a
certificate, together with an executed stock power (or equivalent, if any)
executed in blank for each such certificate.
4. Rescheduling of Final Maturity of Term Loans. Notwithstanding anything
to the contrary contained in the Credit Agreement or the Term Credit Notes, the
Term Loans shall mature and be due and payable in full on June 30, 2002.
5. Revolving Credit Termination Date. Notwithstanding anything to the
contrary contained in the Credit Agreement or the Revolving Credit Notes, the
Termination Date of the Revolving Credit shall be June 30, 2002.
6. Mandatory Prepayments with Proceeds of Certain Asset Sales. Upon receipt
by Seminis or any of its Subsidiaries of cash proceeds in excess of $2,500,000
in the aggregate from any sale or other disposition of Property, other than
sales or other dispositions reflected in the cash flow projections for Seminis
and its Subsidiaries attached to this Agreement as Exhibit A
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(the "Cash Flow Projections"), the Borrowers shall prepay the Term Loans and
the Revolving Credit Loans then outstanding ratably in accordance with the
outstanding principal amount of the Term Loans and the amount of the Revolving
Credit Commitments, such prepayment to be in an amount equal to the cash
proceeds received by Seminis or its Subsidiaries in respect of such sale, less
(x) any expenses reasonably incurred by Seminis or its Subsidiaries in respect
of such sale and (y) (i) the amount of any Debt secured by a Lien on such
Property and required to be discharged from, and actually discharged from, the
proceeds thereof and (ii) any taxes actually paid or payable by Seminis or its
Subsidiaries (as estimated by a senior financial or accounting officer of
Seminis, giving effect to the overall tax position of the Borrowers). Upon any
prepayment of the Revolving Credit Loans pursuant to this Section 6 the
Revolving Credit Commitments shall automatically and permanently be reduced by
the amount of such prepayment and each Bank's Revolving Credit Commitment shall
automatically and permanently be reduced by such Bank's Commitment Percentage of
such reduction.
7. Capital Expenditures. Notwithstanding anything to the contrary contained
in the Credit Agreement or the other Loan Documents, without the Required Banks'
prior written consent (which consent will not be unreasonably withheld), no
Borrower shall expend or incur, or permit any of its Subsidiaries to expend or
incur, for:
(a) Capital Expenditures outside of the United States of America
("International Capital Expenditures") in an amount in excess of the
amounts contemplated in the cash flows for such Subsidiaries as shown on
the Cash Flow Projections,
(b) Capital Expenditures within the United States of America other
than (i) Capital Expenditures in an amount reasonably determined by Seminis
and scheduled on the Cash Flow Projections to be the minimum amount
necessary for the maintenance of the Property of Seminis and its Domestic
Subsidiaries in the United States of America, and (ii) Capital Expenditures
consisting of the costs of completing the purchase and installation of
equipment at the Oxnard Facility shown on the Cash Flow Projection;
provided, that this subsection (b) shall not apply if and when the
Borrowers pay both of the principal payments required by Section 2 hereof
and the accrued interest and L/C Participation Fees at the Additional
Margin required to be paid on April 30, 2001, by Section 14 hereof; or
(c) Capital Expenditures made by Choong Ang, Hungnong and their
Subsidiaries, unless such Capital Expenditures are funded with funds
generated by Choong Ang, Hungnong and their Subsidiaries.
8. Restricted Payments. Notwithstanding anything to the contrary contained
in the Credit Agreement or the other Loan Documents, Seminis will not make any
Restricted Payments except for Restricted Payments reflected in the Cash Flow
Projections.
9. Bridge Loan Permitted. Notwithstanding anything to the contrary
contained in the Credit Agreement or the other Loan Documents, Seminis and SVS
may incur Debt in a principal amount not to exceed $7,000,000 and on terms and
conditions acceptable to the Required Banks
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(the "Bridge Loan"). The proceeds of the Bridge Loan will be used only for cash
used in operations and to pay interest on the Loans. Seminis may repay the
Bridge Loan only with either any dividend or other distribution made on the
capital stock of Choong Ang and Hungnong or with the proceeds of the sale of
SVS's equity interest in LSL Plantscience, LLC, a Delaware limited liability
company ("LSL"). Such repayment shall be permitted notwithstanding the fact that
the Administrative Agent has or shall have a security interest in certain of the
capital stock of Choong Ang and Hungnong.
10. Recapitalization Plan. No later than March 31, 2001, Seminis will
deliver to the Banks a financial plan through September 30, 2002, that includes
a proposal for the repayment or refinancing of the Borrowers' indebtedness,
obligations and liabilities under the Loan Documents by June 30, 2002, all in
reasonable detail.
11. Strategic Alternatives. No later than January 22, 2001, Seminis shall
deliver to the Steering Committee a written list of strategic alternatives for
Seminis being considered by Seminis during the Waiver Period and shall discuss
such strategic alternatives with the Steering Committee. Thereafter Seminis
shall deliver to the Steering Committee no less frequently than every two weeks
update reports regarding the strategic alternatives being considered by Seminis
and its operating initiatives.
12. Financial Reporting. Seminis will furnish to the Administrative Agent:
(a) in addition to the financial reports required by Section 7.4(a) of the
Credit Agreement, as soon as available but in any event within 30 days after the
close of each month, commencing January, 2001, consolidated and consolidating
balance sheets, income statements and statements of cash flow for Seminis and
not less than 90% of Seminis' consolidated Subsidiaries for such month and the
year to date, all in reasonable detail, prepared by Seminis and certified by the
chief financial officer or vice president world-wide corporate controller of
Seminis; and
(b) as soon as available but in any event within 30 days after the close of
each month, commencing December, 2000, a comparison (including without
limitation a detail of grower payments variance to budget) of Seminis' actual
financial performance for such month to the Cash Flow Projections, all in
reasonable detail, prepared by Seminis and certified by the chief financial
officer or vice president world-wide corporate controller of Seminis.
13. Additional Events of Default. Any one or more of the following shall
constitute an Event of Default under the Credit Agreement:
(a) On or before January 19, 2001, either (i) SVS does not receive
cash proceeds from the sale or other disposition of its investment in LSL
at the times and in the amounts shown on the Cash Flow Projections, or (ii)
Seminis does not receive proceeds of the Bridge Loan in an amount not less
than $7,000,000;
(b) Seminis' cash used in operations for any period covered by the
Cash Flow Projections shall at any time be more than 20% greater than the
cumulative amount of the
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amount of cash used in operations shown on the Cash Flow Projections
for the same period;
(c) Cash provided by operations for any period covered by the Cash
Flow Projections shall at any time be more than 20% less than the
cumulative amount of such collections shown on the Cash Flow Projections
for the same period; or
(d) Default in the observance or performance of any covenant set forth
in Sections 3, 6, 7, 8, 10, 11 or 12 hereof.
14. Increase of Interest Rate Margins. From and after December 20, 2000,
interest on all Loans and Reimbursement Obligations and the L/C Participation
Fee shall accrue at a rate per annum determined by adding two percent (2%) (the
"Additional Margin") to the variable rate applicable thereto on the date of this
Agreement, it being understood and agreed that interest and L/C Participation
Fees shall continue to be a variable rate from and after the date hereof.
Interest and L/C Participation Fees at the Additional Margin shall accrue from
and including December 20, 2000 until the Expiry Date, and shall be due and
payable in two installments payable on April 30, 2001 and September 30, 2001.
The installment due on April 30, 2001 shall be in an amount equal to one-half
the interest and L/C Participation Fees accrued at the Additional Margin from
December 20, 2000 through the Expiry Date and the installment payable on
September 30, 2001 shall be in an amount equal to the other half of the unpaid
interest and L/C Participation Fees accrued at the Additional Margin.
15. Certain Fees and Expenses. In consideration of the waivers hereinabove
provided, the Borrowers hereby agree to pay, or reimburse the Administrative
Agent and the Banks for, all legal fees and expenses of the Administrative Agent
and all fees and expenses of industry and financial consultants and the
reasonable fees and expenses of The Mentor Group and US Bancorp Ag Credit, Inc.
incurred in connection with the field audit of the Borrowers' books and records
and inventory. The scope of the Administrative Agent's industry consultant's
engagement shall include the valuation of the germplasm of Seminis and its
Subsidiaries in accordance with an initial plan for such valuation to be
established by the Steering Committee and Seminis by January 13, 2001, with such
valuation to be completed no later than February 28, 2001. The Administrative
Agent shall establish a budget for its industry consultant in consultation with
Seminis.
16. Availability. In consideration of the waivers provided in this
Agreement, the Borrowers hereby agree that, anything contained in the Credit
Agreement to the contrary notwithstanding, during the Waiver Period (and
thereafter if any Potential Default or Event of Default shall have occurred and
be continuing) the Borrowers shall have no right to request or obtain Revolving
Credit Loans (other than Revolving Credit Loans obtained pursuant to Section 1.5
of the Credit Agreement to repay a Reimbursement Obligation on the date such
Reimbursement Obligation arises) or Swingline Loans or the issuance of L/Cs
under the Credit Agreement.
17. Interest Periods. Anything contained in the Credit Agreement to the
contrary notwithstanding, the Borrowers shall not be entitled to create,
continue or convert LIBOR
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Portions or select new Interest Periods therefor and all existing LIBOR Portions
shall be converted into Base Rate Portions on the expiration of the Interest
Periods currently applicable thereto.
18. Amendment Fee. In consideration of the waivers provided in this
Agreement, the Borrowers hereby agree to pay the Banks an amendment fee in an
amount equal to one-quarter of one percent (0.25%) of the aggregate outstanding
principal amount of the Term Loans, L/Cs and the Revolving Credit Loans on the
date of this Agreement, payable on June 30, 2001.
19. Assignments. Anything contained in the Credit Agreement to the contrary
notwithstanding, the Borrowers' consent shall not be required in connection with
the granting of any participation pursuant to Section 12.16 of the Credit
Agreement or any assignment pursuant to Section 12. 17 of the Credit Agreement.
The Administrative Agent shall give Seminis written notice of each assignment
that has been presented to the Administrative Agent for recording in the
Register.
20. Representations and Releases. Each Borrower hereby represents,
warrants, acknowledges and agrees that (i) there are no set offs, counterclaims
or defenses against the Notes, the Credit Agreement (as amended or otherwise
modified hereby) or any other Loan Documents (as amended or otherwise modified
hereby or by the security agreement amendments) and (ii) there are no claims
(absolute or contingent or matured or unmatured) or causes of action by any
Borrower against any Bank or any Agent in connection with the Credit Agreement,
the Notes and the other Loan Documents. Notwithstanding the immediately
preceding sentence and as further consideration for the agreements and
understandings contained herein, each Borrower hereby releases the Agents and
the Banks, their respective predecessors, officers, directors, employees,
agents, attorneys, affiliates, subsidiaries, successors and assigns, from any
liability, claim, right or cause of action which now exists or hereafter arises
as a result of acts, omissions or events occurring on or prior to the date
hereof, whether known or unknown, in connection with the Credit Agreement, the
Notes and the other Loan Documents.
21. Restrictions on Certain Domestic Subsidiary. Seminis will not permit
any Domestic Subsidiary that is not a party to the New Security Documents (as
defined in Section 22) to own any Property, incur any liabilities or engage in
any operations except in each case those existing on the date hereof and
purchases and sales by PGI Alflalfa, Inc., an Iowa corporation, in the ordinary
course.
22. Conditions to Effectiveness. This Agreement shall become effective upon
the satisfaction of all of the following conditions precedent on or before
December 29, 2000:
(a) The Administrative Agent shall have received counterparts hereof which,
taken together, bear the signatures of the Borrowers and all of the Banks;
(b) The Domestic Borrowers, Baxter Seed Co., Inc. ("Baxter"), Incotec, Inc.
("Incotec") and Petoseed International, Inc. ("Petoseed International") shall
have granted to the Administrative Agent for the benefit of the Banks a security
interest in all personal property (other than (i) equipment subject to leases
and other prior liens or claims, (ii) fixtures, growing
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crops, (iii) SVS's equity interests in LSL and (iv) voting stock of foreign
subsidiaries in excess of 66% of the voting stock of each foreign subsidiary) in
which a security interest may be granted under the Uniform Commercial Code (the
"UCC") and which may be perfected by the filing of a financing statement under
the UCC, all pursuant to security agreements satisfactory in form and substance
to the Required Banks (the "New Security Documents"), including without
limitation all of the capital stock of Petoseed International, Inc., all current
assets, equipment, general intangibles and intellectual property of the Domestic
Borrowers, Baxter, Incotec and Petoseed International, and all stock of Choong
Ang, Hungnong and all other Foreign Subsidiaries owned directly by the Domestic
Borrowers or any of their Domestic Subsidiaries;
(c) The Administrative Agent shall have received:
(i) such financing statements as it may reasonably request to perfect
the security interests granted to it under the New Security Documents;
(ii) stock certificates representing 100% of the issued and
outstanding capital stock of Petoseed International, Inc., together with
blank stock powers therefor, and stock certificates representing 66% of the
issued and outstanding capital stock of each of Hungnong, Choong Ang and
Peto Mexico International, S.A. de C.V., together with an executed stock
power (or equivalent, if any) executed in blank for each such certificate;
(iii) an incumbency and signature certificate for each Borrower
satisfactory in form and substance to the Administrative Agent; and
(iv) a certificate of the secretary or assistant secretary of each of
the Borrowers, Petoseed International and Incotec to the effect that the
execution and delivery of this Agreement and the New Security Documents and
the transactions contemplated hereby and thereby have been duly authorized
by their respective boards of directors (or equivalent).
(d) The Borrower shall have paid the Administrative Agent such fees and
expenses, including legal fees and the retainer for the Administrative Agent
financial consultants, for which the Administrative Agent has submitted an
invoice.
23. Certain Post-Closing Items. (a) No later than January 15, 2001, the
Borrowers shall deliver to the Administrative Agent:
(i) the favorable written opinions of (A) Milbank, Tweed, Hadley &
McCloy, LLP, counsel for the Domestic Borrowers, as to the Domestic
Borrowers, (B) Ronald Colton, Esquire, counsel to Incotec and Petoseed
International, as to Incotec and Petoseed International, and (C) counsel to
SVS Holland, as to SVS Holland, each in substance satisfactory to the
Administrative Agent; and
(ii) copies (executed or certified, as may be appropriate) of all
documents or proceedings taken in connection with the execution and
delivery of this Agreement and the New Security Documents to the extent the
Administrative Agent requests; and
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(b) On January 3, 2001 Seminis shall deliver to the Administrative Agent a
written report as to which of the Domestic Borrowers' Foreign Subsidiaries'
stock is evidenced by certificates, the location of such certificates and the
date (which may not be later than January 8, 2001) on which such certificates
shall be delivered to the Administrative Agent.
24. Exculpation of Steering Committee. Each of the Banks agrees that
neither the members of the Steering Committee nor any of their respective
directors, officers, agents or employees (the "Exculpated Parties") shall be
liable to the Banks, any Bank or the Administrative Agent for any action taken
or omitted to be taken by it or them under or in connection with the Loan
Documents, except for its own or their own gross negligence or willful
misconduct. Each Exculpated Party shall be entitled to rely upon any notice,
consent, certificate, affidavit, letter, telegram, statement, paper or document
believed by it to be genuine and correct and, in respect to legal matters, upon
the opinion of legal counsel selected by the Steering Committee or the
Administrative Agent or other information provided to the Steering Committee by
the Steering Committee's or the Administrative Agent's financial advisors and
industry consultants.
25. Miscellaneous. Except as specifically modified hereby, all of the
terms, conditions and provisions of the Credit Agreement shall stand and remain
unchanged and in full force and effect. The Borrowers' obligations under Section
12.8 of the Credit Agreement shall be unaffected by the waiver contained herein.
No reference to this Agreement need be made in any instrument or document at any
time referring to the Credit Agreement, a reference to the Credit Agreement in
any of such to be deemed to be a reference to the same as modified hereby. This
Agreement may be executed in counterparts and by separate parties hereto on
separate counterparts, each to constitute an original but all of which shall
constitute one and the same instrument. The Borrowers hereby confirm that all
representations and warranties made by them in the Loan Documents (as defined in
the Credit Agreement) are true and correct as of the date hereof except to the
extent that any of same expressly relate to any earlier date and acknowledge
that their obligations under the Loan Documents are justly and truly owing
without defense, offset or counterclaim. The waivers provided for herein shall
be strictly construed and limited as hereinafter provided. This Agreement shall
be deemed to be a "Loan Document" for purposes of the Credit Agreement and the
other Loan Documents. This Agreement shall be construed in accordance with and
governed by the laws of the state of Illinois.
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Dated as of December 29, 2000.
SEMINIS, INC.
By
Its
------------------------------
SEMINIS VEGETABLE SEEDS, INC.
By
Its
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SVS HOLLAND B.V.
By
Its
------------------------------
HARRIS TRUST AND SAVINGS BANK,
individually and as Administrative
Agent
By
Its Vice President
CREDIT AGRICOLE INDOSUEZ
By
Its
------------------------------
By
Its
------------------------------
BANK OF AMERICA, N.A.
By
Its
------------------------------
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THE BANK OF NOVA SCOTIA
By
Its
------------------------------
COMERICA BANK
By
Its
------------------------------
BANK ONE
By
Its
------------------------------
BNP PARIBAS
By
Its
------------------------------
By
Its
------------------------------
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UNION BANK OF CALIFORNIA, N.A.
By
Its
------------------------------
FLEET NATIONAL BANK
By
Its
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FORTIS CAPITAL CORP.
By
Its
------------------------------
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", New York Branch
By
Its
------------------------------
By
Its
------------------------------
SANWA BANK CALIFORNIA
By
Its
------------------------------
THE FUJI BANK, LIMITED
By
Its
------------------------------
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THE MITSUBISHI TRUST & BANKING
CORPORATION
By
Its
------------------------------
US BANCORP AG CREDIT, INC.
By
Its
------------------------------
THE DAI-ICHI KANGYO BANK, LTD.
By
Its
------------------------------
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EXHIBIT A
CASH FLOW PROJECTIONS