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EXECUTION COPY
EXHIBIT 10.35
SECOND AMENDMENT AND LIMITED WAIVER
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT AND LIMITED WAIVER TO AMENDED AND RESTATED
CREDIT AGREEMENT, dated as of December 29, 2000 (this "Amendment") relates to
that certain Amended and Restated Credit Agreement dated as of February 10, 1999
(as amended by the First Amendment to Amended and Restated Credit Agreement,
dated April 28, 2000 (the "First Amendment"), and as may be further amended,
supplemented, restated or otherwise modified from time to time, the "Credit
Agreement") and is entered into among Callaway Golf Company, a Delaware
corporation (the "Borrower"), the other credit parties signatory to the Credit
Agreement (including Callaway Golf Ball Company ("Golf Ball") and, together with
the Borrower, the "Credit Parties"), the lenders signatory hereto (the
"Requisite Lenders") and General Electric Capital Corporation, a New York
corporation, as agent for the Lenders (in such capacity, the "Agent").
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement.
W I T N E S S E T H
WHEREAS, the Borrower, the other Credit Parties, Agent and the
Lenders have entered into the Credit Agreement and the First Amendment;
WHEREAS, Borrower has notified Agent that it intends to merge
with Golf Ball through a tax-free statutory merger (the "Golf Ball Merger") in
which Borrower will be the surviving corporation and, immediately after the
merger, will transfer its assets and liabilities relating to domestic sales (the
"Asset Transfer") to Callaway Golf Sales Company ("Golf Sales");
WHEREAS, Borrower has notified Agent that it intends to form a
foreign company ("CG South Pacific") to be a wholly-owned subsidiary of Borrower
(as more fully described in Exhibit A attached hereto, the "Subsidiary
Formation");
WHEREAS, Borrower has notified Agent that Callaway Golf Europe
Ltd. ("CG Europe"), a Material Subsidiary, intends to acquire a Spanish
distribution company through the following steps: (a) CG Europe will purchase
100% of the stock of Green Fee, S.A. ("Green Fee"), (b) CG Europe will create a
wholly-owned subsidiary ("Spanish Co.") into which Green Fee will be merged,
with Spanish Co. as the surviving corporation, and (c) Spanish Co. will be
merged with and into CG Europe (as more fully described in Exhibit C attached
hereto, "Spanish Co. Acquisition" and, together with the Golf Ball Merger, the
Asset Transfer and the Subsidiary Formation, the "Callaway Transactions");
WHEREAS, Borrower has requested that the Credit Agreement be
amended to remove Golf Ball as a Credit Party and to make other necessary
changes to reflect the Callaway Transactions (the "Amendments");
SECOND AMENDMENT &
LIMITED WAIVER TO
AMENDED AND RESTATED CREDIT AGREEMENT
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WHEREAS, Borrower has requested that GE Capital and the Requisite
Lenders grant a limited waiver (the "Limited Waivers") to certain provisions of
the Credit Agreement with respect to the applicable Callaway Transactions, as
follows:
a. Sections 5.1 (Maintenance of Existing and Conduct of
Business), 6.1 (Mergers Subsidiaries, Etc.), and 6.4 (Employee Loans and
Affiliate Transactions), solely with respect to the Golf Ball Merger;
b. Sections 6.4 (Employee Loans and Affiliate Transactions) and
6.8 (Sale of Stock and Assets), solely with respect to the Asset
Transfer;
c. Sections 6.1 (Mergers Subsidiaries, Etc.), 6.2 (Investments;
Loans and Advances), 6.3 (Indebtedness) and 6.4 (Employee Loans and
Affiliate Transactions), solely with respect to the Subsidiary
Formation; and
d. Sections 6.1 (Mergers Subsidiaries, Etc.), 6.2 (Investments;
Loans and Advances), 6.3 (Indebtedness), 6.4 (Employee Loans and
Affiliate Transactions), 6.7 (Liens) and 6.14 (Restricted Payments),
solely with respect to the Spanish Acquisition.
WHEREAS, Section 11.2 of the Credit Agreement requires that the
Requisite Lenders consent to the Amendments and the Limited Waivers; and
WHEREAS, Agent, Borrower and Requisite Lenders are willing to so
effect the Amendments and provide the Limited Waivers on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the above premises, Borrower,
Agent, and the Requisite Lenders agree as follows:
2. Definitions and Usage. Capitalized terms used, but not defined,
herein have the meanings ascribed to such terms in the Credit Agreement. Any
reference herein to Section, Exhibit or Schedule shall, unless otherwise
specified, refer to such Section, Exhibit or Schedule hereof, in its entirety.
3. Amendments to the Credit Agreement. Upon the Effective Date (as
defined in Section 6 below), the Credit Agreement is hereby amended as follows:
a. Amendment to Section 1.7. Section 1.7 of the Credit Agreement
is hereby amended by deleting the text thereof in its entirety and
substituting the following in lieu thereof:
"Based on the most recent Borrowing Base Certificate delivered by
Borrower to Agent and on other information available to Agent,
Agent shall in its reasonable judgment determine which Inventory
of Borrower shall be "Eligible Inventory" for purposes of this
Agreement. In determining whether any particular Inventory
constitutes Eligible Inventory, Agent shall not include any such
Inventory to which any of the exclusionary criteria set forth
below applies. Agent reserves the right, at any time and from
time to time after the Effective Date, to adjust any such
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criteria, to establish new criteria and to adjust advance rates
with respect to Eligible Inventory in its reasonable judgment,
subject to the approval of (x) each Lender in the case of an
increase in the percentage advance rate and (y) Supermajority
Revolving Lenders in the case of any adjustments or new criteria
which have the effect of making more credit available. Eligible
Inventory shall not include any Inventory of Borrower that:
(a) is not owned by Borrower free and clear of all Liens (other
than Permitted Encumbrances described in clause (a), (e) or (i)
of the definition thereof) and rights of any other Person
(including the rights of a purchaser that has made progress
payments and the rights of a surety that has issued a bond to
assure Borrower's performance with respect to that Inventory),
except the Liens in favor of Agent, on behalf of itself and
Lenders;
(b) is (i) not located on premises owned or leased by Borrower or
(ii) is stored with a bailee, warehouseman or similar Person,
unless Agent has given its prior consent thereto and unless (x) a
satisfactory bailee letter or landlord waiver has been delivered
to Agent, or (y) Reserves satisfactory to Agent have been
established with respect thereto, or (iii) located at any site if
the aggregate book value of Inventory at any such location is
less than $100,000;
(c) is placed on consignment or is in transit;
(d) is covered by a negotiable document of title, unless such
document has been delivered to Agent with all necessary
endorsements, free and clear of all Liens except those in favor
of Agent and Lenders;
(e) in Agent's reasonable determination, is excess, obsolete,
unsalable, shopworn, seconds, damaged, unfit for sale or
otherwise no longer used or useful in Borrower's business;
(f) consists of customized product, demonstration equipment,
display items or packing or shipping materials, manufacturing
supplies, work-in-process Inventory or replacement parts;
(g) consists of goods that have been returned by the buyer;
(h) is not of a type held for sale in the ordinary course of
Borrower's business;
(i) as to which Agent's Lien, on behalf of itself and Lenders,
therein is not a first priority perfected Lien;
(j) as to which any of the representations or warranties
pertaining to Inventory set forth in this Agreement, the Borrower
Security Agreement or the Subsidiaries Security Agreement (as
applicable) is untrue;
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(k) consists of any costs associated with "freight-in" charges;
(l) consists of Hazardous Materials or goods that can be
transported or sold only with licenses that are not readily
available;
(m) is not covered by casualty insurance acceptable to Agent;
(n) that constitutes Golf Ball Inventory that is not eligible for
inclusion in the Borrowing Base in accordance with the proviso to
the definition of "Borrowing Base" in Annex A; or
(o) is otherwise unacceptable to Agent in its reasonable
judgment."
b. Amendment to Section 3.6. Section 3.6 of the Credit Agreement
is hereby amended by deleting the text thereof in its entirety and
substituting the following in lieu thereof:
"3.6 Ownership of Property; Liens. As of the Effective Date, the
real estate ("Real Estate") listed on Disclosure Schedule (3.6)
constitutes all of the real property owned, leased, subleased, or
used by any Credit Party. Each Credit Party owns good and
marketable fee simple title (subject to various matters of
record) to all of its owned real estate, and valid and marketable
leasehold interests in all of its leased Real Estate, all as
described on Disclosure Schedule (3.6), and copies of all such
leases or a summary of terms thereof satisfactory to Agent have
been delivered to Agent. Disclosure Schedule (3.6) further
describes any Real Estate with respect to which any Credit Party
is a lessor, sublessor or assignor as of the Effective Date. Each
Credit Party also has good and marketable title to, or valid
leasehold interests in, all of its personal properties and
assets, excluding all Receivables Program Assets sold,
contributed or otherwise disposed of under the Receivables
Documents, and subject to the interests of the lessor under the
CEF Lease Facility. As of the Effective Date, none of the
properties and assets of any Credit Party are subject to any
Liens other than Permitted Encumbrances and Liens arising under
the Receivables Documents or under the CEF Lease Facility, and
there are no facts, circumstances or conditions known to any
Credit Party that may result in any Liens (including Liens
arising under Environmental Laws) other than Permitted
Encumbrances and Liens arising under the Receivables Documents or
under the CEF Lease Facility. Each Credit Party has received all
deeds, assignments, waivers, consents, non-disturbance and
recognition or similar agreements, bills of sale and other
documents, and has duly effected all recordings, filings and
other actions necessary to establish, protect and perfect such
Credit Party's right, title and interest in and to all such Real
Estate and other properties and assets. Disclosure Schedule (3.6)
also describes any purchase options, rights of first refusal or
other similar contractual rights pertaining to any Real Estate.
As of the Effective Date, no portion of any Credit Party's Real
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Estate has suffered any material damage by fire or other casualty
loss which has not heretofore been repaired and restored in all
material respects to its original condition or otherwise remedied
and no Credit Party is aware of any latent or patent structural
or other significant defect or deficiency in any improvements on
any of the Real Estate. As of the Effective Date, all material
permits required to have been issued or appropriate to enable the
Real Estate to be lawfully occupied and used for all of the
purposes for which they are currently occupied and used have been
lawfully issued and are in full force and effect."
c. Amendment to Section 3.23. Section 3.23 of the Credit
Agreement is hereby amended by deleting the text thereof in its entirety
and substituting the following in lieu thereof:
"Solvency. Both before and after giving effect to (a) the Loans
and Letter of Credit Obligations to be made or extended on the
Effective Date or such other date as Loans and Letter of Credit
Obligations requested hereunder are made or extended, (b) the
disbursement of the proceeds of such Loans pursuant to the
instructions of Borrower, (c) the Refinancing and (d) the payment
and accrual of all transaction costs in connection with the
foregoing, each Credit Party is Solvent."
d. Amendment to Section 6.2(h). Section 6.2(h) of the Credit
Agreement is hereby amended by deleting the text thereof in its entirety
and substituting the following in lieu thereof:
"[INTENTIONALLY OMITTED];"
e. Amendments to Annex A. Annex A is hereby amended as follows:
i. The definition of "Borrowing Base" is hereby amended by
deleting the text of the definition in its entirety and
substituting the following in lieu thereof:
"shall mean, as of any date of determination by Agent,
from time to time, an amount equal to the sum at such time
of:
(a) sixty percent (60%) of the book value of Borrower's
Eligible Inventory valued on a first-in, first-out basis
(at the lower of cost or market), less any Reserves
established by Agent at such time; and
(b) the lesser of :
(i) the Additional Collateral Amount and
(ii) an amount equal to the sum of (x) fifty percent (50%)
of the Appraised Value of the Eligible Real Estate, and
(y) eighty-five
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percent (85%) of the Appraised Value of the Eligible
Equipment, less any Reserves established by Agent at such
time, minus, the aggregate outstanding principal amount of
Indebtedness (including Indebtedness described in clause
(i) of Section 6.3, but excluding the Obligations and
Indebtedness created or arising under the Receivables
Documents) which is secured by any Eligible Equipment;
provided that Golf Ball Inventory shall be included in the
Borrowing Base only upon (i) delivery to Agent for the
benefit of Lenders of a certificate of the Chief Financial
Officer of Borrower as to the matters addressed in Section
3.23 and the other certificates and statements (including
without limitation a Fair Salable Balance Sheet) described
in paragraph X of Annex D, each in form and substance
satisfactory to Agent, (ii) the audit and appraisal of the
Golf Ball Inventory, the results of which shall be
satisfactory to Agent and Requisite Lenders, and (iii) the
review and, where appropriate (in the reasonable judgment
of Agent), modification by Agent (subject to the approval
of all Lenders or Supermajority Revolving Lenders, to the
extent required by Sections 1.7, 1.18 and 1.19) of the
criteria and advance rates applicable to the Golf Ball
Receivables."
ii. The definition of "Callaway Golf Ball Company" is
hereby amended by deleting the definition in its entirety.
iii. The definition of "CEF Lease Facility" is hereby
amended by deleting the text of the definition in its entirety
and substituting the following in lieu thereof:
"shall mean (i) the Master Lease Agreement dated as of
December 30, 1998 between General Electric Capital
Corporation, for itself and as agent for certain
participants, as lessor, and Callaway Golf Ball Company,
as lessee, (ii) the Corporate Guaranty dated December 30,
1998 by Borrower (as guarantor) for the benefit of GE
Capital, for itself and as agent for certain participants,
(iii) the Interim Finance Agreement dated December 30,
1998 between General Electric Capital Corporation, for
itself and as agent for certain participants, as lender,
and Callaway Golf Ball Company, as borrower and (iv) all
documents delivered under, and relating to, any of the
agreements described in clauses (i) through (iii) hereof
(including, but not limited to, the Assumption Agreement,
dated as of December 29, 2000 by and among General
Electric Capital Corporation, for itself and as agent for
certain participants, Callaway Golf Ball Company and
Borrower), in each case as amended, modified, supplemented
or restated from time to time, provided that any
amendment, modification, supplement or
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restatement which changes the description of the assets
subject to the security interests granted by the CEF Lease
Facility in a manner which may adversely affect Agent or
the Lenders shall not be incorporated in this definition
of "CEF Lease Facility" unless the Supermajority Revolving
Lenders have consented to its incorporation."
iv. The following definitions are hereby inserted after
the definition of "General Intangibles":
(A) "Golf Ball Inventory" shall mean Inventory
consisting of golf balls and materials related to their
production.
(B) "Golf Ball Receivables" shall mean Receivables
arising from the sale of Golf Ball Inventory held by the
Borrower designated by the Borrower as such.
v. The definition of "Material Subsidiary" is hereby
amended by deleting the text of the definition in its entirety
and substituting the following in lieu thereof:
"shall mean Callaway Golf Sales Company, Odyssey Golf,
Inc., Special Purpose Corporation, Callaway Golf Europe
Ltd., Callaway (Barbados) Foreign Sales Corporation, ERC
International Company, Callaway Golf Korea Ltd., Callaway
Golf Canada Ltd., Callaway Golf South Pacific Pty Ltd and
each Person which becomes a Subsidiary of Borrower after
the date of this Agreement."
f. Amendment of Disclosure Schedule 3.8. Disclosure Schedule 3.8
is hereby amended by deleting the text thereof in its entirety and
substituting Schedule I, attached hereto, in lieu thereof.
4. Limited Waivers. Upon the Effective Date, and as limited herein, the
Requisite Lenders hereby waive the following provisions of the Credit Agreement
solely with respect to the matters expressly described below:
a. Sections 5.1 (Maintenance of Existing and Conduct of
Business), 6.1 (Mergers Subsidiaries, Etc.), and 6.4 (Employee Loans and
Affiliate Transactions), solely with respect to the Golf Ball Merger;
b. Sections 6.4 (Employee Loans and Affiliate Transactions) and
6.8 (Sale of Stock and Assets), solely with respect to the Asset
Transfer;
c. Sections 6.1 (Mergers Subsidiaries, Etc.), 6.2 (Investments;
Loans and Advances), 6.3 (Indebtedness), and 6.4 (Employee Loans and
Affiliate Transactions), solely with respect to the Subsidiary
Formation, provided that the Limited Waiver to Section 6.2 permitting an
investment in, and/or loan to, CG South Pacific by Borrower
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shall be limited to only such investment and/or loan, that in the
aggregate does not exceed US $3,000,000 and provided further that the
Limited Waiver to Section 6.3 permitting the incurrence or assumption of
indebtedness by CG South Pacific shall not apply to any such incurrence
or assumption of indebtedness exceeding US $3,000,000;
d. Sections 6.1 (Mergers Subsidiaries, Etc.), 6.2 (Investments;
Loans and Advances), 6.3 (Indebtedness), 6.4 (Employee Loans and
Affiliate Transactions), 6.7 (Liens) and 6.14 (Restricted Payments),
solely with respect to the Spanish Acquisition, provided that the
Limited Waiver to Section 6.2 permitting an investment in, and/or loan
to, CG Europe by Borrower shall be limited to (i) only such investment
and/or loan that does not in the aggregate exceed US $4,000,000 and (ii)
if a loan is made, only such loan having a term of no longer than five
(5) years, provided further that the Limited Waiver to Section 6.3
permitting the incurrence or assumption of indebtedness by CG Europe
shall not apply to any such incurrence or assumption of indebtedness (A)
that exceeds US $4,000,000 or (B) the term of which exceeds five (5)
years, and provided further that the Limited Waiver to Section 6.14
permitting CG Europe making a Restricted Payment shall not apply to any
such payment exceeding US $4,000,000.
e. The Limited Waivers shall be limited to those Events of
Default, if any, arising solely from any of the Callaway Transactions as
described herein and do not apply to any past, present or future Events
of Default caused by any other violation of Sections 5 or 6 or other
provisions of the Credit Agreement or any of the Loan Documents.
5. Representations and Warranties. The Credit Parties hereby jointly and
severally represent and warrant to the Agent and the Requisite Lenders that, as
of the Effective Date and after giving effect to this Amendment:
a. All of the representations and warranties of the Credit
Parties contained in this Amendment, the Credit Agreement and the other
Loan Documents are true and correct in all material respects on and as
of the Effective Date, as if then made (other than representations and
warranties which expressly speak as of a different date, which shall be
true and correct in all material respects as of that date); and
b. No Default or Event of Default has occurred and is continuing
or will result after giving effect to this Amendment, including without
limitation, none of the agreements, instruments or other obligations by
which any of the Credit Parties or their Subsidiaries will be bound
pursuant to the Subsidiary Formation or the Spanish Acquisition will
directly or indirectly restrict, prohibit, or require the consent of any
Person with respect to the payment of dividends or distribution or the
making or repayment of intercompany loans by a Subsidiary of Borrower to
Borrower, as provided in Section 6.16 of the Credit Agreement.
6. Effective Date. This Amendment shall become effective as of the date
first written above (the "Effective Date") upon the satisfaction of each of the
following conditions:
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a. The Agent shall have received each of the following documents,
in each case in form and substance satisfactory to the Agent:
i. counterparts hereof executed by each of the Credit
Parties, the Agent and the Requisite Lenders;
ii. duly executed amendments to the CEF Lease Facility and
the Receivables Documents effecting all modifications necessary
to permit the Callaway Transactions, together with a certificate
of the Chief Financial Officer of the Borrower certifying that
all conditions to the effectiveness of the amendments have been
satisfied and that the amendments are in full force and effect as
of the Effective Date;
iii. the duly executed Pledge Amendment reflecting the
Subsidiary Formation accompanied by the share certificate
representing the outstanding CG South Pacific Stock being pledged
and a stock power for such share certificate executed in blank;
iv. a certificate of the Secretary or Assistant Secretary
of each of the Credit Parties dated the Effective Date certifying
(A) that the bylaws of such Credit Party have not been amended or
otherwise modified since the date of the most recent
certification thereof by the Secretary or Assistant Secretary of
such Credit Party delivered to the Agent and remain in full force
and effect as of the Effective Date, (B) that the charter of such
Credit Party has not been amended or otherwise modified since the
date of the most recent certification thereof by the Secretary of
State of such Credit Party's jurisdiction of incorporation
delivered to the Agent and remain in full force and effect as of
the Effective Date and (C) that the execution, delivery and
performance of this Amendment have been duly authorized by all
necessary or proper corporate and shareholder action;
v. a certified copy of the Certificate of Merger filed
with the State of California evidencing the Golf Ball Merger;
vi. the additional documentation relating to the Spanish
Acquisition as required by Section 6.1(c) of the Credit
Agreement; and
vii. such additional documentation as the Agent may
reasonably request;
b. No law, regulation, order, judgment or decree of any
Governmental Authority shall, and the Agent shall not have received any
notice that litigation is pending or threatened which is likely to,
enjoin, prohibit or restrain the consummation of the transactions
contemplated by this Amendment, except for such laws, regulations,
orders or decrees, or pending or threatened litigation, that in the
aggregate could not reasonably be expected to have a Material Adverse
Effect;
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c. All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this Amendment shall be satisfactory in all respects in
form and substance to the Agent; and
d. No Default or Event of Default shall have occurred and be
continuing on the Effective Date or will result after giving effect to
this Amendment.
7. Reference to and Effect on the Loan Documents.
a. Upon the Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like
import, and each reference in the other Loan Documents to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as
amended and supplemented hereby.
b. Except to the extent specifically set forth herein, the
respective provisions of the Credit Agreement and the other Loan
Documents shall not be amended, modified, waived, impaired or otherwise
affected hereby, and such documents and the Obligations under each of
them are hereby confirmed as being in full force and effect.
c. This Amendment shall be limited solely to the matters
expressly set forth herein and shall not (i) constitute an amendment or
waiver of any other term or condition of the Credit Agreement or any
other Loan Document, (ii) prejudice any right or rights which the Agent
or any Lender may now have or may have in the future under or in
connection with the Credit Agreement or any other Loan Document, (iii)
require the Agent or any Lender to agree to a similar transaction on a
future occasion or (iv) create any right herein to another Person or
other beneficiary or otherwise, except to the extent specifically
provided herein.
8. Miscellaneous. This Amendment is a Loan Document. The headings herein
are for convenience of reference only and shall not alter or otherwise affect
the meaning hereof.
9. Section Titles. The Section titles in this Amendment are and shall be
without substantive meaning or content of any kind whatsoever and are not a part
of the agreement between the parties hereto.
10. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
11. GOVERNING LAW. THIS AMENDMENT, AND ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE HEREOF, SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
12. No Strict Construction. The parties hereto have participated jointly
in the negotiation and drafting of this Amendment. In the event an ambiguity or
question of intent or
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interpretation arises, this Amendment shall be construed as if drafted jointly
by the parties hereto and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any provisions of this
Amendment.
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IN WITNESS WHEREOF, the Credit Parties, the Agent and the Requisite
Lenders have caused this Amendment to be executed by their respective officers
thereunto duly authorized as of the date first above written.
CALLAWAY GOLF COMPANY,
as Borrower
By:
-------------------------------
Name:
Title:
Signature Page
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CALLAWAY GOLF SALES COMPANY,
as a Credit Party
By:
-------------------------------
Name:
Title:
Signature Page
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CALLAWAY GOLF BALL COMPANY,
as a Credit Party
By:
-------------------------------
Name:
Title:
Signature Page
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GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and Lender
By:
-------------------------------
Name: Robert Yasuda
Title: Authorized Signatory
Pro Rata Share: 20.83%
Signature Page
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AMERICAN NATIONAL BANK AND TRUST COMPANY OF
CHICAGO,
as a Lender
By:
-------------------------------
Name:
Title:
Pro Rata Share: 17.71%
Signature Page
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BANK OF AMERICA, NATIONAL ASSOCIATION,
as a Lender
By:
--------------------------------
Name:
Title:
Pro Rata Share: 14.17%
Signature Page
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CONGRESS FINANCIAL CORPORATION (WESTERN),
as a Lender
By:
------------------------------
Name:
Title:
Pro Rata Share: 14.17%
Signature Page
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KEY CORPORATE CAPITAL INC.,
as a Lender
By:
------------------------------
Name:
Title:
Pro Rata Share: 14.17%
Signature Page
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NATIONAL CITY COMMERCIAL FINANCE, INC.,
as a Lender
By:
-----------------------------
Name:
Title:
Pro Rata Share: 8.33%
Signature Page
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NATIONAL WESTMINSTER BANK PLC,
as a Lender
By:
------------------------------
Name:
Title:
Pro Rata Share: 10.63%
Signature Page
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EXHIBIT A
TO
SECOND AMENDMENT AND LIMITED WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
(see attached)
Exhibit A
23
EXHIBIT B
TO
SECOND AMENDMENT AND LIMITED WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
(see attached)
Exhibit B
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SCHEDULE I
TO
SECOND AMENDMENT AND LIMITED WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
(see attached)
Schedule I