1
CONFORMED COPY
AMENDED AND RESTATED AMENDMENT NO. 5 dated
as of March 12, 1999, as amended and restated as of
April 12, 1999 (this "AMENDMENT"), to the Credit
Agreement dated as of January 7, 1998, as amended by
Amendment No. 1 and Waiver dated as of March 16,
1998, Amendment No. 2 and Waiver dated as of May 21,
1998, Amendment No. 3 and Waiver dated as of July 16,
1998, and Amendment No. 4 dated as of November 12,
1998 (the "CREDIT AGREEMENT"), among DENNY'S, INC., a
California corporation, EL POLLO LOCO, INC., a
Delaware corporation, FLAGSTAR ENTERPRISES, INC., an
Alabama corporation, FLAGSTAR SYSTEMS, INC., a
Delaware corporation, QUINCY'S RESTAURANTS, INC., an
Alabama corporation (each of the foregoing, except
for FLAGSTAR ENTERPRISES, INC. and QUINCY'S
RESTAURANTS, INC., for purposes of this Amendment and
the Credit Agreement, individually, a "BORROWER" and,
collectively, the "BORROWERS"), ADVANTICA RESTAURANT
GROUP, INC., a Delaware corporation ("PARENT"), the
Lenders (as defined in Article I of the Credit
Agreement) and THE CHASE MANHATTAN BANK, a New York
banking corporation, as swingline lender (in such
capacity, the "SWINGLINE LENDER"), as issuing bank
(in such capacity, the "ISSUING BANK", as
administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT") and as collateral agent (in
such capacity, the "COLLATERAL AGENT") for the
Lenders.
A. The Lenders have extended credit to the Borrowers, and have
agreed to extend credit to the Borrowers, in each case pursuant to the terms and
subject to the conditions set forth in the Credit Agreement.
B. Parent and the Borrowers have requested that the Required
Lenders agree to amend certain provisions of the Credit Agreement.
C. The Required Lenders are willing to agree to such amend-
ments, on the terms and subject to the conditions set forth herein.
D. Capitalized terms used but not defined herein shall have
the meanings assigned to them in the Credit Agreement after giving effect to
this Amendment.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment and Acknowledgment. (a) Section 1.01 of
the Credit Agreement is hereby amended as follows:
(i) by inserting the following definitions in the appropriate
alphabetical order:
"'ADVANTICA GUARANTEE' shall mean the guarantee of
Parent, in form and substance reasonably satisfactory to the
Required Lenders and the Administrative Agent, of all
liabilities (i) under the New FRI-M Credit Agreement of each
permitted borrower and each other guarantor thereunder, (ii)
under any Interest Rate Protection Agreement (as defined in
this Agreement except, for purposes of this definition, that
the term "Loan Party" as used in the definition of the term
"Interest Rate Protection Agreement" shall mean any borrower
or guarantor under the New FRI-M Credit Agreement) of FRI-M or
any of its subsidiaries entered into with a counterparty that
is a lender under the New FRI-M Credit Agreement (or an
Affiliate thereof) at the time such Interest Rate Protection
Agreement is entered into and (iii) with respect to overdrafts
and related liabilities of each permitted borrower and each
other guarantor under the New FRI-M Credit Agreement owed to
Chase or its Affiliates or to the
2
administrative agent under the New FRI-M Credit Agreement or
its Affiliates and arising from treasury, depository and cash
management services or in connection with any automated
clearing house transfers of funds."
"'FRD SENIOR NOTES' shall mean FRD's 12-1/2% Senior
Notes due 2004."
"'FRD SENIOR NOTES INDENTURE' shall mean the
Indenture with respect to the FRD Senior Notes between FRD and
The Bank of New York, as trustee, as amended, supplemented or
otherwise modified from time to time in accordance with the
terms thereof."
"'FRI-M' shall mean FRI-M Corporation, a Delaware
corporation and a direct, wholly owned subsidiary of FRD."
"'FRI-M CREDIT AGREEMENT' shall mean the Credit
Agreement dated as of May 23, 1996, as heretofore amended,
among FRD, FRI-M, certain financial institutions and Credit
Lyonnais New York Branch, as administrative agent."
"'FRI-M TRANSACTIONS' shall mean (a) any repurchases
of the New Senior Notes effected in accordance with Section
6.08(a)(iii), (b) the designation of FRD and its subsidiaries
as "Subsidiaries" for purposes of the New Senior Notes
Indenture in accordance with the terms thereof", (c) the
execution and delivery of the Advantica Guarantee and the New
FRI-M Credit Agreement and (d) the repayment of all amounts
owed under the FRI-M Credit Agreement, the termination of all
commitments and guarantees thereunder and the release of all
mortgages, pledges and liens associated therewith."
"'NEW FRI-M CREDIT AGREEMENT' shall mean collectively
(a) a credit agreement among FRD, FRI-M and certain financial
institutions (i) under which up to $70,000,000 is available
for borrowings by (or the issuance of letters of credit for
the benefit of) FRI-M or any wholly owned subsidiary of FRI-M
that is a permitted borrower thereunder and (ii) that is
reasonably satisfactory in form and substance to the Required
Lenders and the Administrative Agent and (b) all related
guarantees (other than the Advantica Guarantee), security
documents, pledge agreements and mortgages entered into in
connection with such credit agreement."
"'REMAINING H&Q NET CASH PROCEEDS' shall mean, at any
time, (a) $245,000,000 LESS (b) the aggregate amount of the
Net Cash Proceeds of the Enterprise Sale and the Quincy's Sale
that prior to such time has been applied (i) to pay
Indebtedness, (ii) to purchase New Senior Notes (including
pursuant to any Net Proceeds Offer (as defined in the New
Senior Notes Indenture) and pursuant to Section 6.08(a)(iii)
or 6.08(a)(iv)), (iii) to incur Capital Expenditures (or
investments in lieu thereof permitted under Section 6.04(k)),
(iv) to make investments or (v) for any other purpose other
than to effect the SRT Defeasance.";
(ii) by substituting the words "U.S. Bank Trust" for the words
"First Trust" in the definition of the term "New Senior Notes Trustee".
(iii) by deleting after the words "the lesser of" in the
definition of the term "Consolidated Total Debt" the remaining text of
such definition and substituting in its place the following:
"(x) the Remaining H&Q Net Cash Proceeds as of such date and
(y) the aggregate amount of all cash and cash equivalents of
Parent, the Borrowers and the Specified Subsidiaries
(excluding the Defeasance Eligible Investments (as
3
defined in the Real Estate Financing Documents) acquired in
connection with the SRT Defeasance) that would be set forth on
a consolidated balance sheet of Parent, the Borrowers and the
Specified Subsidiaries prepared as of such date in accordance
with GAAP.";
(iv) by adding (x) after the phrase "(a) any amendment or
supplement to the Real Estate Financing Documents, the New Senior Notes
Documents " in the definition of the term "Permitted Amendments" the
words ", the New FRI-M Credit Agreement, the Advantica Guarantee" and
(y) after the phrase "(b) any amendment or supplement (i) to the Real
Estate Financing Documents, the New Senior Notes Documents " in the
same definition the words ", the New FRI-M Credit Agreement, the
Advantica Guarantee ".
(b) Section 6.01 of the Credit Agreement is hereby amended by
deleting the word "and" after the semicolon at the end of clause (i)(D),
deleting the period at the end of clause (j) and substituting therefor "; and"
and adding the following new clause (k):
"(k) the Advantica Guarantee."
(c) Section 6.04 of the Credit Agreement is hereby amended as
follows:
(i) by deleting the word "FRD" in clause (l) and substituting
therefor the words "FRI-M and its subsidiaries (including for such
purpose all investments made by Parent in FRD prior to the
effectiveness of the amendments to this Section 6.04(l) set forth in
Amendment No. 5 to this Agreement dated March 12, 1999)", deleting the
figure "$75,000,000" in clause (l) and substituting therefor
"$85,000,000"; and
(ii) by deleting the word "and" after the semicolon in clause
(l), deleting the period at the end of clause (m) and substituting
therefor "; and" and adding the following new clause (n):
"(n) the Advantica Guarantee and payments and the performance
of other obligations thereunder."
(d) Section 6.07 of the Credit Agreement is hereby amended by
substituting the following new Section 6.07 for the existing Section 6.07:
"Sell or transfer any property or assets to, or purchase or
acquire any property or assets from, or otherwise engage in
any other transactions with, any of its Affiliates except (i)
for the Advantica Guarantee and payments and the performance
of other obligations thereunder and (ii) that Parent, any
Borrower or any Specified Subsidiary may engage in any of the
foregoing transactions in the ordinary course of business at
prices and on terms and conditions not less favorable to
Parent, such Borrower or such Specified Subsidiary than could
be obtained on an arm's-length basis from unrelated third
parties; PROVIDED that Parent may issue and distribute to its
stockholders that are Affiliates rights to purchase preferred
stock and/or common stock of Parent to the extent that such
rights are permitted to be issued and distributed to Parent's
stockholders pursuant to Section 6.06(a)(iii)."
(e) Section 6.08 of the Credit Agreement is hereby amended as
follows:
(i) by substituting the following new Section 6.08(a) for the
existing Section 6.08(a):
"(a) Make any voluntary or optional payments, prepayments or
redemptions of principal or premium or voluntarily repurchase,
acquire or retire for value prior to the stated maturity with
respect to Indebtedness (other than Indebtedness arising under
the Loan Documents); PROVIDED that:
4
(i) the Mortgage Notes may be repaid with the
proceeds of the Real Estate Refinancing,
(ii) Parent or the Subsidiaries may make up to an
aggregate of $2,000,000 in prepayments of
Indebtedness of Enterprises retained by Parent or any
Subsidiary in connection with the Enterprises Sale,
and
(iii) Parent shall be permitted to purchase
voluntarily New Senior Notes from time to time,
PROVIDED that (A) the purchase price of any such New
Senior Note, not to exceed such New Senior Note's
then current Fair Market Value, shall be funded from
and shall reduce the Remaining H&Q Net Cash Proceeds,
(B) immediately after giving effect to such a
purchase, (x) the aggregate consideration paid by
Parent with respect to all purchases of New Senior
Notes pursuant to this clause (iii) shall not exceed
$23,000,000, (y) the aggregate principal amount of
all New Senior Notes purchased pursuant to this
clause (iii) shall not exceed $20,000,000 and (z) no
Default or Event of Default shall have occurred or be
continuing or would result therefrom and (C) Parent
promptly cancels such New Senior Notes;
PROVIDED FURTHER that such payments shall be permitted to
retire Indebtedness to the extent required under a "due on
sale" clause applicable to any disposition of assets permitted
under Section 6.05.";
(ii) by substituting the following new Section 6.08(b) for
the existing Section 6.08(b):
"(b) Except for Permitted Amendments, permit, or permit any
Subsidiary to permit, any waiver, supplement, modification,
amendment, termination or release of the New Senior Notes
Documents, the Real Estate Financing Documents, the
documentation in respect of the Real Estate Refinancing, the
New FRI-M Credit Agreement, the Advantica Guarantee or any
indenture, instrument or agreement pursuant to which any
Indebtedness or preferred stock is outstanding."; and
(iii) by inserting at the end of Section 6.08 the following
new section:
"(c) If, as a result of the receipt of any cash
proceeds by Parent or any Subsidiary in connection with an
Asset Sale, FRD or Parent would be required by the terms of
the FRD Senior Notes Indenture or the New Senior Notes
Indenture to make an offer to repurchase FRD Senior Notes or
New Senior Notes, respectively, prior to the respective
maturity dates of such Notes, then Parent shall or shall cause
one or more of the Subsidiaries to invest such cash proceeds
in assets or businesses of Parent or the Subsidiaries in a
manner that is permitted by the other provisions of this
Agreement and that will eliminate any requirement under the
FRD Senior Notes Indenture or the New Senior Notes Indenture
to offer to repurchase FRD Senior Notes or New Senior Notes,
respectively. Any such investment shall be made prior to the
first day on which FRD or Parent would be required to commence
a tender offer to repurchase with such cash proceeds FRD
Senior Notes or New Senior Notes, respectively, under the FRD
Senior Notes Indenture or New Senior Notes Indenture,
respectively.".
(f) Section 6.10 of the Credit Agreement is hereby amended by
deleting after the words " from time to time incur Consolidated Capital
Expenditures (or investments in lieu thereof permitted under Section 6.04(k))"
in the second proviso thereto the remaining text of Section 6.10 and
substituting in its place the following:
5
"to the extent that such additional Consolidated Capital
Expenditures or investments are funded solely from (and shall
reduce) the Remaining H&Q Net Cash Proceeds at such time
(PROVIDED that immediately after giving effect to any such
additional Consolidated Capital Expenditure or investment, the
Remaining H&Q Net Cash Proceeds shall not be less than the
aggregate principal amount of the Loans outstanding at such
time)".
(g) Section 6.15 of the Credit Agreement is hereby amended by
inserting at the end of Section 6.15 the following:
"Parent shall not permit FRD to (i) own or acquire any assets (other
than shares of capital stock of FRD's subsidiaries, cash and Permitted
Investments, PROVIDED that the amount of such cash, together with the
Fair Market Value of such Permitted Investments, shall not at any time
exceed $500,000 other than on any day on which a payment is due in
respect of the FRD Senior Notes, in which event FRD may during such day
hold additional cash in an amount up to the aggregate amount of such
payment) or (ii) incur any liabilities (other than (A) liabilities
under the FRD Senior Notes Indenture, the FRI-M Credit Agreement and
the New FRI-M Credit Agreement, (B) liabilities imposed by law,
including tax liabilities, and (C) other liabilities incidental to its
existence and permitted business and activities).".
SECTION 2. Effectiveness Date. Section 1(a)(i) as it relates
to the definition of the term "Remaining H&Q Net Cash Proceeds", 1(a)(ii),
1(a)(iii), 1(c)(i), 1(e)(i) and 1(f) shall become effective immediately
following the satisfaction of the conditions set forth in Section 4(a) hereof.
Sections 1(a) (i) (other than as it relates to the definition of the term
"Remaining H&Q Net Cash Proceeds"), 1(a)(iv), 1(b), 1(c)(ii), 1(d), 1(e)(ii),
1(e)(iii) and 1(g) of this Amendment shall only become effective on the
Effectiveness Date. The "Effectiveness Date" shall be specified by Parent and
the Borrowers and shall be a date not later than May 31, 1999, as of which all
the conditions set forth or referred to in Sections 4(a) and (b) hereof shall be
satisfied. Parent and the Borrowers shall give the Administrative Agent not less
than two Business Days' written notice proposing a date as the Effectiveness
Date to the Administrative Agent. Sections 1(a) (i) (other than as it relates to
the definition of the term "Remaining H&Q Net Cash Proceeds"), 1(a)(iv), 1(b),
1(c)(ii), 1(d), 1(e)(ii), 1(e)(iii) and 1(g) of this Amendment shall terminate
at 5:00 p.m., New York City time, on May 31, 1999, if the Effectiveness Date
shall not have occurred at or prior to such time.
SECTION 3. Representations and Warranties. Parent and the
Borrowers represent and warrant to the Administrative Agent and to each of the
Lenders that:
(a) This Amendment has been duly authorized, executed and
delivered by Parent and each of the Borrowers and constitutes their
legal, valid and binding obligations, enforceable in accordance with
its terms except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a
proceeding at law or in equity).
(b) Before and after giving effect to this Amendment, the
representations and warranties set forth in Article III of the Credit
Agreement are true and correct in all material respects with the same
effect as if made on the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date.
(c) Before and after giving effect to this Amendment, no Event
of Default or Default has occurred and is continuing.
(d) Immediately after the consummation of the FRI-M
Transactions on the Effectiveness Date, (i) the fair value of the
assets of each Loan Party and each borrower or guarantor under the New
FRI-M Credit Agreement (each, a "FRI-M Loan Party"), at a fair
valuation, will exceed its debts and liabilities, subordinated,
contingent or otherwise;
6
(ii) the present fair saleable value of the property of each Loan Party
and each FRI-M Loan Party will be greater than the amount that will be
required to pay the probable liability of its debts and other
liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (iii) each Loan Party
and each FRI-M Loan Party will be able to pay its debts and
liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (iv) each Loan Party and
each FRI-M Loan Party will not have unreasonably small capital with
which to conduct the business in which it is engaged as such business
is now conducted and is proposed to be conducted following the
Effectiveness Date.
SECTION 4. Conditions to Effectiveness. (a) Effectiveness
of Sections 1(a) through 1(g) of this Amendment shall be subject to satisfaction
of all of the following conditions:
(i) All legal matters incident to this Amendment shall be
satisfactory to the Required Lenders, to the Issuing Bank and to
Cravath, Swaine & Xxxxx, counsel for the Administrative Agent.
(ii) There shall be no litigation, arbitration or
administrative proceeding or consent decree that would reasonably be
expected to have a material adverse effect on the business, assets,
operations, properties, condition (financial or otherwise), prospects
or material agreements of Parent and the Subsidiaries, taken as a
whole, or on the ability of Parent and the Subsidiaries to consummate
the FRI-M Transactions.
(iii) The Administrative Agent shall be reasonably satisfied
with the liquidity, and sufficiency of amounts available under the
Credit Agreement to meet the ongoing working capital and other cash
requirements, of Parent and the Subsidiaries following the consummation
of the FRI-M Transactions.
(iv) The Administrative Agent shall have received counterparts
of this Amendment that, when taken together, bear the signatures of
Parent, each of the Borrowers and the Required Lenders.
(b) Effectiveness of Sections 1(a) (i) (other than as it
relates to the definition of the term "Remaining H&Q Net Cash Proceeds"),
1(a)(iv), 1(b), 1(c)(ii), 1(d), 1(e)(ii), 1(e)(iii) and 1(g) shall be subject to
the satisfaction of all of the following further conditions:
(i) On or prior to the Effectiveness Date, the FRI-M
Transactions shall have been consummated on terms and conditions
reasonably satisfactory to the Required Lenders and the Administrative
Agent and in accordance with all applicable laws, statutes, consents,
decrees, rules and regulations and after giving effect thereto, no
default or event of default would exist under, nor would the
consummation of the FRI-M Transactions conflict with, or result in any
termination or suspension of, the FRD Senior Notes Indenture, the New
Senior Notes Indenture, the Credit Agreement, as amended hereby, the
New FRI-M Credit Agreement, the Advantica Guarantee or any other
material agreement of Parent or any Subsidiary.
(ii) The Administrative Agent shall have received, on behalf
of itself, the Lenders and the Issuing Bank, a favorable written
opinion of Parker, Poe, Xxxxx & Xxxxxxxxx L.L.P., counsel for Parent
and the Borrowers, substantially to the effect set forth in Exhibit A
hereto, (A) dated the Effectiveness Date, (B) addressed to the Issuing
Bank, the Administrative Agent, the Collateral Agent and the Lenders
and (C) covering such other matters relating to the Loan Documents and
the FRI-M Transactions as the Administrative Agent shall reasonably
request, and Parent and the Borrowers hereby request such counsel to
deliver such opinions.
7
(iii) All legal matters incident to the New FRI-M Credit
Agreement and the Advantica Guarantee shall be satisfactory to the
Administrative Agent and to Cravath, Swaine & Xxxxx, counsel for the
Administrative Agent.
(iv) There shall be no litigation, arbitration or
administrative proceeding or consent decree that would reasonably be
expected to have a material adverse effect on the business, assets,
operations, properties, condition (financial or otherwise), prospects
or material agreements of FRD and its subsidiaries, taken as a whole.
(v) The representations and warranties set forth in Section 3
hereof and the representations and warranties set forth in the New
FRI-M Credit Agreement shall be true and correct with the same effect
as if made on the Effectiveness Date, except to the extent such
representations and warranties expressly relate to an earlier date, and
the Administrative Agent shall have received a certificate, dated the
Effectiveness Date and signed by a Financial Officer of Parent,
confirming compliance with such condition.
(vi) The Board of Directors of Parent shall have designated
FRD and its subsidiaries as "Subsidiaries" for purposes of the New
Senior Notes Indenture in accordance with the terms thereof, and the
Administrative Agent shall have received a copy of the resolutions of
the Board of Directors of Parent authorizing such designation together
with (A) a reasonably detailed calculation of the Fixed Charge Coverage
Ratio (as defined in the New Senior Notes Indenture) for the four
fiscal quarters last preceding the date of consummation of the FRI-M
Transactions, determined on a pro forma basis to give effect to the
FRI-M Transactions in accordance with Section 3.11 of the New Senior
Notes Indenture and showing a Fixed Charge Coverage Ratio (as defined
in the New Senior Notes Indenture) for such period on such a pro forma
basis of at least 2:1, and (B) a certificate of the Chief Financial
Officer of Parent as to the accuracy and basis of such calculations, in
form and substance reasonably satisfactory to the Administrative Agent.
(vii) A majority of the disinterested members of the Board of
Directors of FRD shall have made a determination that the Advantica
Guarantee is on "Fair Terms" (as defined in the FRD Senior Notes
Indenture) and the Administrative Agent shall have received a copy of
the resolutions of the Board of Directors of FRD reflecting such
determination.
SECTION 5. Credit Agreement. Except as specifically amended
hereby, the Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof as in existence on the date hereof. On
and after the Effectiveness Date, any reference to the Credit Agreement shall
mean the Credit Agreement as amended hereby.
SECTION 6. Loan Document. This Amendment shall be a Loan
Document for all purposes.
SECTION 7. APPLICABLE LAW. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 8. Counterparts. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement. Delivery of an
executed counterpart of a signature page of this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.
8
SECTION 9. Expenses. Parent and the Borrowers agree to
reimburse the Administrative Agent for its out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Xxxxx, counsel for the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first written above.
ADVANTICA RESTAURANT GROUP, INC.,
by /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Treasurer
XXXXX'X, INC.,
by /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Treasurer
EL POLLO LOCO, INC.,
by /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Treasurer
FLAGSTAR SYSTEMS, INC.,
by /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Treasurer
THE CHASE MANHATTAN BANK, by
Chase Securities Inc., as agent,
by /s/ Xxxxxx Xxxxxx
-----------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
9
THE CHASE MANHATTAN BANK, individually and as
Administrative Agent, Collateral Agent,
Swingline Lender and Issuing Bank,
by /s/ Xxxxxxxx Xxxxxxx, Xx.
-----------------------------
Name: Xxxxxxxx Xxxxxxx, Xx.
Title: Vice President
BHF-BANK AKTIENGESELLSCHAFT
by
-----------------------------
Name:
Title:
GREEN TREE FINANCIAL SERVICING CORPORATION,
by /s/ C. A. Gouskos
------------------------------
Name: C. A. Gouskos
Title: Senior Vice President
XXXXXXX NATIONAL LIFE INSURANCE COMPANY, as
Assignee, by PPM Finance, Inc., its attorney
in fact,
by
-----------------------------
Name:
Title:
KZH CRESCENT LLC,
by
-----------------------------
Name:
Title:
10
KZH SHOSHONE LLC
by /s/ Xxxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH CNC LLC,
by /s/ Xxxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED, NEW YORK BRANCH,
by
-----------------------------
Name:
Title:
XXX CAPITAL FUNDING LP
by
-----------------------------
Name:
Title:
FLEET BUSINESS CREDIT CORPORATION,
by /s/ Xxxx Xxxxx
-----------------------------
Name: Xxxx Xxxxx
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
by /s/ Xxxx X. Xxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
