EXHIBIT 10.32
CONFORMED COPY
AMENDMENT NO. 1 AND CONSENT dated as of January 6, 1998
(this "Amendment"), to the Credit Agreement dated as of July 31,
1997 (the "Credit Agreement"), among Catalytica, Inc., a Delaware
corporation ("Catalytica"); Catalytica Pharmaceuticals, Inc., a
Delaware corporation (the "Borrower"); the financial institutions
party thereto as Lenders (the "Lenders"); The Chase Manhattan
Bank, a New York banking corporation, as administrative agent (in
such capacity, the "Administrative Agent") for the Lenders, as
collateral agent for the Lenders, as Documentation Agent for the
Lenders and as issuing bank (in such capacity, the "Issuing
Bank").
A. The Lenders and the Issuing Bank have extended credit to the
Borrower, and have agreed to extend credit to the Borrower, in each case
pursuant to the terms and subject to the conditions set forth in the Credit
Agreement.
B. Catalytica Combustion intends to enter into a stock purchase
agreement with Enron Ventures Corp. ("Enron") on or before January 31, 1998,
pursuant to which Catalytica Combustion will issue approximately 15% of its
capital stock in exchange for $30,000,000 in cash (the "Equity Issuance").
C. In connection with the Equity Issuance, Catalytica has agreed to
contribute on or after the Catalytica Combustion Release Date additional
capital to Catalytica Combustion in the form of notes that evidence
approximately $12,500,000 of intercompany loans made by Catalytica to Catalytica
Combustion and its subsidiaries (the "Conversion", and together with the Equity
Issuance, the "Transactions").
D. In connection with the Transactions, the Borrower has requested
that (a) the requisite Lenders consent to the Transactions, and (b) the Credit
Agreement be amended as set forth herein. The requisite Lenders are willing to
grant such consent and so to amend the Credit Agreement pursuant to the terms
and subject to the conditions set forth herein.
E. Capitalized terms used but not defined herein have the meanings
assigned to them in the Credit Agreement.
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 to Article I of the Credit Agreement. Article I
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of the Credit Agreement is hereby amended by (a) deleting the word "Subsidiary"
wherever such word appears in such Article (other than (i) in the fourth line of
the definition of the term "Environmental Liability", (ii) in the definition of
the term "Foreign Subsidiary", (iii) in the definition of the term "Inactive
Subsidiary", (iv) in the definition of the term "Non-Borrower Subsidiary", (v)
in the definition of the term "Subsidiary", (vi) in the definition of the term
"Subsidiary Loan Party" and (vii) in the phrases "Subsidiary Loan Party" and
"Subsidiary Loan Parties") and inserting in lieu thereof the phrase "Restricted
Subsidiary" and (b) deleting the word "Subsidiaries" wherever such word appears
in Article I and inserting in lieu thereof the phrase "Restricted Subsidiaries".
SECTION 2. Amendment to Section 1.01 of the Credit Agreement. (a)
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The definition of the term "Adjusted Consolidated EBITDA" set forth in Section
1.01 of the Credit Agreement is hereby amended by inserting the word
"Restricted" before the word "Subsidiary's" in the fourth and ninth lines of
such definition.
(b) The definition of the term "Capital Expenditures" set forth in
Section 1.01 of the Credit Agreement is hereby amended by deleting the words
"and its consolidated subsidiaries"
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from the third and seventh lines of such definition and inserting in lieu
thereof the following phrase: ", the Borrower and the Restricted Subsidiaries".
(c) The definition of the term "Catalytica Combustion Release Date"
set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting
after the phrase "subsidiaries)" in the tenth line of such definition, the
following phrase:
", provided that Catalytica may instead contribute on or after the
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Catalytica Combustion Release Date additional capital to Catalytica
Combustion in the form of notes that evidence up to $4,250,000 in the
aggregate of intercompany loans made by Catalytica to Catalytica
Combustion and its subsidiaries after the date of this Agreement."
(d) The definition of the term "Consolidated EBITDA" set forth in
Section 1.01 of the Credit Agreement is hereby amended by deleting the phrase
"and (e)" from the seventh line of such definition and inserting in lieu thereof
the following phrase: ", (e) the amount of dividends and distributions (other
than loans, advances or tax sharing payments) actually received in cash by
Catalytica, the Borrower or any of the Restricted Subsidiaries from any
Unrestricted Subsidiary during such period and (f)".
(e) The definition of the term "Consolidated Net Income" set forth in
Section 1.01 of the Credit Agreement is hereby amended by deleting the words "or
any of its subsidiaries" from the last line of such definition and inserting in
lieu thereof the following phrase ", the Borrower or any of the Restricted
Subsidiaries".
(f) The definition of the term "Excess Cash Flow" set forth in Section
1.01 of the Credit Agreement is hereby amended by (i) deleting the phrase "and
its consolidated subsidiaries" from the third line of clause (c), the fourth
through fifth lines of clause (d) and the second line of clause (f) of such
definition and inserting in lieu thereof the phrase ", the Borrower and the
Restricted Subsidiaries" and (ii) inserting the phrase "plus (iv) the amount, if
any, of dividends and distributions (other than loans, advances or tax sharing
payments) actually received in cash by Catalytica or the Restricted Subsidiaries
from any Unrestricted Subsidiary during such period" before the semicolon in the
seventh line of clause (c) of such definition.
(g) The definition of the term "Net Working Capital" set forth in
Section 1.01 of the Credit Agreement is hereby amended by deleting the phrase
"and its consolidated subsidiaries" from the second and third through fourth
lines of such definition and inserting in lieu thereof the phrase ", the
Borrower and the Restricted Subsidiaries".
(h) Section 1.01 of the Credit Agreement is hereby amended by
inserting, in appropriate alphabetical order, the following definitions:
"Restricted Subsidiary" means (a) prior to the Catalytica
---------------------
Combustion Release Date, any Subsidiary and (b) after the Catalytica
Combustion Release Date, any Subsidiary that is not an Unrestricted
Subsidiary.
"Unrestricted Subsidiary" means, after the Catalytica Combustion
-----------------------
Release Date, Catalytica Combustion and each of its subsidiaries.
SECTION 3. Amendment to Section 2.10 of the Credit Agreement.
--------------------------------------------------
Section 2.10(b) of the Credit Agreement is hereby amended by inserting the word
"Restricted" before the word "Subsidiary" in the second line of such Section.
SECTION 4. Amendment to Article III of the Credit Agreement.
-------------------------------------------------
Article III of the Credit Agreement is hereby amended by (a) deleting the word
"Subsidiary" wherever such word appears in such Article (other than in the
phrases "Inactive Subsidiary", "Non-Borrower
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Subsidiary", "Subsidiary Loan Party" and "Subsidiary Loan Parties") and
inserting in lieu thereof the phrase "Restricted Subsidiary" and (b) deleting
the word "Subsidiaries" wherever such word appears in such Article (other than
in Sections 3.04(b), 3.06(a) and 3.06(b)) and inserting in lieu thereof the
phrase "Restricted Subsidiaries".
SECTION 5. Amendment to Article V of the Credit Agreement. Article V
-----------------------------------------------
of the Credit Agreement is hereby amended by (a) deleting the word "Subsidiary"
wherever such word appears in such Article (other than (i) in the third line of
Section 5.01(g), (ii) in the third line of Section 5.01(h), (iii) in the third
line of Section 5.02 and (iv) in the phrases "Inactive Subsidiary", "Foreign
Subsidiary", "Subsidiary Loan Party" and "Subsidiary Loan Parties") and
inserting in lieu thereof the phrase "Restricted Subsidiary" and (b) deleting
the word "Subsidiaries" wherever such word appears in Article V and inserting in
lieu thereof the phrase "Restricted Subsidiaries".
SECTION 6. Amendment to Section 5.01 of the Credit Agreement.
--------------------------------------------------
Section 5.01 of the Credit Agreement is hereby amended by deleting paragraphs
(a), (b) and (c) thereof and inserting in lieu thereof the following:
"(a) within 90 days after the end of each fiscal year of
Catalytica, (i) the audited consolidated and unaudited consolidating
balance sheet and related statements of operations, stockholders' equity
and cash flows of Catalytica, the Borrower and the Subsidiaries as of the
end of and for such year and (ii) the unaudited consolidating balance sheet
and related statements of operations, stockholders' equity and cash flows
of Catalytica, the Borrower and the Restricted Subsidiaries as of the end
of and for such year, setting forth in each case in comparative form the
figures for the previous fiscal year, in the case of such consolidated
financial statements, reported on by Xxxxxx & Xxxxx LLP or other
independent public accountants of recognized national standing (without a
"going concern" or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect
that such consolidated financial statements present fairly in all material
respects the financial condition and results of operations of Catalytica
and its consolidated subsidiaries on a consolidated basis in accordance
with GAAP consistently applied;
(b) within 45 days after the end of each of the first three
fiscal quarters of each fiscal year of Catalytica, (i) the consolidated and
consolidating balance sheet and related statements of operations,
stockholders' equity and cash flows of Catalytica, the Borrower and the
Subsidiaries as of the end of and for such fiscal quarter and the then
elapsed portion of the fiscal year and (ii) the unaudited consolidating
balance sheet and related statements of operations, stockholders' equity
and cash flows of Catalytica, the Borrower and the Restricted Subsidiaries
as of the end of and for such fiscal quarter and the then elapsed portion
of the fiscal year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case of the
balance sheet, as of the end of) the previous fiscal year, all certified by
one of its Financial Officers as presenting fairly in all material respects
the financial condition and results of operations of Catalytica and its
consolidated subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes;
(c) within 30 days after the end of each of the first two fiscal
months of each fiscal quarter of Catalytica, (i) the consolidated and
consolidating balance sheet and related statements of operations,
stockholders' equity and cash flows of Catalytica, the Borrower and the
Subsidiaries as of the end of and for such fiscal month and then elapsed
portion of the fiscal year, and (ii) the unaudited consolidating balance
sheet and related statements of operations, stockholders' equity and cash
flows of Catalytica, the Borrower and the Restricted Subsidiaries as of the
end of and for such fiscal month and the then elapsed
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portion of the fiscal year, all certified by one of its Financial Officers
as presenting in all material respects the financial condition and results
of operations of Catalytica and its consolidated subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;"
SECTION 7. Amendment to Section 5.08 of the Credit Agreement.
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Section 5.08 of the Credit Agreement is hereby amended by inserting, before the
word "whether" in the second line in clause (b) of such Section, the following
phrase:
"determined for purposes of this Section 5.08 without regard to the
final proviso in the definition of the term "Net Proceeds" and".
SECTION 8. Amendment to Article VI of the Credit Agreement. Article
------------------------------------------------
VI of the Credit Agreement is hereby amended by (a) deleting the word
"Subsidiary" wherever such word appears in such Article (other than (i) in the
fifth line of Section 6.01(b), (ii) in the second line of Section 6.05(c) and
(iii) in the phrases "Foreign Subsidiary", "Subsidiary Loan Party", "Subsidiary
Loan Parties" and "Non-Borrower Subsidiary") and inserting in lieu thereof the
phrase "Restricted Subsidiary" and (b) deleting the word "Subsidiaries" wherever
such word appears in such Article (other than in the phrase "Non-Borrower
Subsidiaries") and inserting in lieu thereof the phrase "Restricted
Subsidiaries".
SECTION 9. Amendment to Section 6.01 of the Credit Agreement.
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Section 6.01(a) of the Credit Agreement is hereby amended by (a) inserting the
word "and" after the semicolon in the last line of clause (vi) of such Section,
(b) deleting the phrase "; and" from the last line of clause (vii) of such
Section and inserting in lieu thereof a period and (c) deleting paragraph (viii)
of such Section. Section 6.01(b) of the Credit Agreement is hereby amended by
inserting the phrase "6.04(d), 6.04(i) or" after the word "Section" in the third
line of such Section.
SECTION 10. Amendment to Section 6.02 of the Credit Agreement.
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Section 6.02 of the Credit Agreement is hereby amended by (a) inserting the word
"and" after the semicolon in the last line of clause (e) of such Section, (b)
deleting the phrase "; and" from the last line of clause (f) of such Section and
inserting in lieu thereof a period and (c) deleting paragraph (g) of such
Section.
SECTION 11. Amendment to Section 6.04 of the Credit Agreement. (a)
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Section 6.04 of the Credit Agreement is hereby amended by (a) deleting the words
"its subsidiaries" in the second line of clause (h) of such Section and
inserting in lieu thereof the phrase ", the Borrower and the Restricted
Subsidiaries", (b) deleting the word "and" from the last line of clause (h) of
such Section, (c) deleting the number "15,000,000" in the third line of clause
(i) of such Section and inserting in lieu thereof the number "10,000,000", (d)
deleting the period from the last line of clause (i) of such Section and
inserting in lieu thereof the phrase "; and", (e) inserting after clause (i) of
such Section the phrase "(j) payments to Catalytica Combustion and its
subsidiaries permitted by Section 6.09(e).", (f) inserting the phrase "and
except as otherwise provided in Section 6.04(i)" after the phrase "(f)" in the
first line in the last paragraph of such Section, (g) deleting the word
"subsidiaries" from the third line in the last paragraph of such Section and
inserting in lieu thereof the phrase "Restricted Subsidiaries" and (h) deleting
clauses (e) and (f) of the last paragraph of such Section and inserting in lieu
thereof the following:
"(e) Advanced Technologies and its subsidiaries shall not make after
the Effective Date any investment in or loan or advance to or
Guarantee any Indebtedness of any other Non-Borrower Subsidiaries
other than their respective subsidiaries, (f) prior to the Catalytica
Combustion Release Date, neither Catalytica Combustion nor any of its
subsidiaries shall make after the Effective Date any investment in or
loan or advance to or Guarantee any Indebtedness of any Non-Borrower
Subsidiaries other than Catalytica Combustion and its subsidiaries and
(g) on and after the Catalytica Combustion Release Date, none of
Catalytica, the
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Borrower or any Restricted Subsidiary shall make any investment in or
loan or advance to or Guarantee any Indebtedness of Catalytica
Combustion or any of its subsidiaries".
SECTION 12. Amendment to Section 6.05 of the Credit Agreement.
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Section 6.05(c) of the Credit Agreement is hereby amended by deleting the phrase
"and its subsidiaries" from the eighth and ninth lines of such Section and
inserting in lieu thereof the phrase ", the Borrower and the Restricted
Subsidiaries".
SECTION 13. Amendment to Section 6.06 of the Credit Agreement.
--------------------------------------------------
Section 6.06 of the Credit Agreement is hereby amended by deleting the word
"Enter" from the first line of such Section and inserting in lieu thereof the
phrase "Catalytica and the Borrower will not, and will not permit any of the
Restricted Subsidiaries to, enter".
SECTION 14. Amendment to Section 6.08 of the Credit Agreement.
--------------------------------------------------
Section 6.08 of the Credit Agreement is hereby amended by (a) deleting clause
(c) of such Section, (b) deleting the phrase "(d)" in the eighth line of such
Section and inserting in lieu thereof the phrase ", (c)" and (c) deleting the
phrase "(e)" in the ninth line of such Section and inserting in lieu thereof the
phrase "(d)".
SECTION 15. Amendment to Section 6.09 of the Credit Agreement.
--------------------------------------------------
Section 6.09 of the Credit Agreement is hereby amended by (a) deleting the word
"and" from the tenth line of such Section and inserting a comma in lieu thereof
and (b) inserting after the word "Catalytica" in the eleventh line of such
Section the following phrase:
"and (e) payments made by Catalytica to Catalytica Combustion or its
subsidiaries in the amount of the actual reduction in the amount of
Taxes that would have been paid by Catalytica that is directly
attributable to the net operating losses or similar tax benefits
provided by the Unrestricted Subsidiaries."
SECTION 16. Amendment to Section 6.15 of the Credit Agreement.
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Section 6.15 of the Credit Agreement is hereby amended by deleting the phrase
"of Catalytica and the Subsidiaries" from the second and third lines of such
Section.
SECTION 17. Amendment to Article VII of the Credit Agreement.
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Article VII of the Credit Agreement is hereby amended by (a) deleting the word
"Subsidiary" wherever such word appears in such Article (other than (i) in the
third and seventh lines of paragraph (i) of such Article, (ii) in the first and
eighth lines of paragraph (j) of such Article and (iii) in the first line of
paragraph (k) of such Article) and inserting in lieu thereof the phrase
"Restricted Subsidiary" and (b) deleting the word "Subsidiaries" wherever such
word appears in such Article and inserting in lieu thereof the phrase
"Restricted Subsidiaries".
SECTION 18. Consent. The Required Lenders hereby consent to (a) the
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Equity Issuance and (b) the Conversion.
SECTION 19. Representations and Warranties. Each of Catalytica and
-------------------------------
the Borrower represents and warrants to the Administrative Agent and to each of
the Lenders that:
(a) This Amendment has been duly authorized, executed and delivered
by it and constitutes the legal, valid and binding obligation of each Loan
Party hereto, enforceable against such Loan Party in accordance with its
terms subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject
to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.
(b) On and as of the date of this Amendment, the representations and
warranties set forth in Article III of the Credit Agreement are true and
correct in all material respects
6
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) At the time of and immediately after giving effect to this
Amendment, no Event of Default or Default has occurred and is continuing.
SECTION 20. Conditions to Effectiveness. This Amendment shall become
----------------------------
effective as of the date first above written when the Administrative Agent shall
have received counterparts of this Amendment that, when taken together, bear the
signatures of Catalytica, the Borrower, the Required Lenders and Term Loan
Lenders holding a majority in interest of the outstanding Term Loans.
SECTION 21. 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. After the date
hereof, any reference to the Credit Agreement shall mean the Credit Agreement as
amended hereby. This Amendment shall constitute a "Loan Document" for all
purposes of the Credit Agreement and the other Loan Documents.
SECTION 22. Acknowledgment. Each Lender acknowledges that on the
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Catalytica Combustion Release Date (a) Catalytica Combustion and each other
Guarantor that, as of the Catalytica Combustion Release Date, is a subsidiary of
Catalytica Combustion shall be automatically released from their obligations
under the Guarantee Agreement in accordance with Section 10 of the Guarantee
Agreement, (b) Catalytica Combustion and each other Guarantor that, as of the
Catalytica Combustion Release Date, is a subsidiary of Catalytica Combustion
shall be automatically released from their obligations under the Indemnity,
Subrogation and Contribution Agreement in accordance with Section 8 of the
Indemnity, Subrogation and Contribution Agreement, (c) Catalytica Combustion and
each other Guarantor that, as of the Catalytica Combustion Release Date, is a
subsidiary of Catalytica Combustion shall be automatically released from their
obligations under the Pledge Agreement in accordance with Section 14 of the
Pledge Agreement, (d) the security interest in the Collateral (as defined in the
Pledge Agreement) granted by Catalytica Combustion and each other Guarantor
that, as of the Catalytica Combustion Release Date, is a subsidiary of
Catalytica Combustion shall be automatically released in accordance with Section
14 of the Pledge Agreement and (e) the security interest in the notes that
evidence the intercompany loans that will be subject to the Conversion granted
by Catalytica shall be automatically released in accordance with Section 14 of
the Pledge Agreement. The Collateral Agent further acknowledges that (a) as
soon as reasonably practicable after the Catalytica Combustion Release Date, the
Collateral (as defined in the Pledge Agreement) pledged to the Collateral Agent
for the benefit of the Secured Parties by Catalytica Combustion and each of its
subsidiaries and in the physical possession of the Collateral Agent shall be
returned to Catalytica Combustion and (b) as soon as reasonably practicable
after the Catalytica Combustion Release Date, the Collateral Agent shall release
the intercompany notes that evidence the intercompany loans that will be subject
to the Conversion and return such notes to Catalytica.
SECTION 23. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 24. Counterparts. This Amendment may be executed in two or
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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
signature page to this Amendment by facsimile shall be effective as delivery of
a manually executed counterpart hereof.
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SECTION 25. Expenses. The Borrower agrees to reimburse the
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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.
CATALYTICA, INC.,
by
/s/ Xxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: CFO
CATALYTICA PHARMACEUTICALS, INC.,
by
/s/ Xxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: CFO
THE CHASE MANHATTAN BANK, individually and as
Administrative Agent,
by
/s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
by
/s/ Xxxxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
BANQUE PARIBAS,
by
/s/ Xxx X. Xxxxx
----------------------------------------
Name: Xxx X. Xxxxx
Title: Assistant Vice President
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by
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director/ Western Region
COMERICA BANK,
by
/s/ Xxxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
Title: Assistant Vice President
COOPERATIVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH,
by
/s/ Xxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
by
/s/ W. Xxxxxx X. Xxxxx
----------------------------------------
Name: W. Xxxxxx X. Xxxxx
Title: Vice President
DRESDNER BANK AG, New York Branch and Grand
Cayman Branch,
by
/s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Assistant Treasurer
by
/s/ Xxxx X. Xxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
FIRST UNION NATIONAL BANK,
by
/s/ Xxx Xxxxxxx
----------------------------------------
Name: Xxx Xxxxxxx
Title: Senior Vice President
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FLEET NATIONAL BANK,
by
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
NATEXIS BANQUE (previously known as Banque
Francaise Du Commerce Exterieur),
by
/s/ Xxxx X. Xxxxx
----------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
by
/s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA,
by
/s/ Xxxx Xxxxx
----------------------------------------
Name: Xxxx Xxxxx
Title: Senior Relationship Manager
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
by
/s/ Xxxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: General Manager
THE MITSUBISHI TRUST AND BANKING CORPORATION,
by
/s/ Xxxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Senior Vice President
THE ROYAL BANK OF SCOTLAND PLC,
by
/s/ Xxxxx Xxxxxx
----------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
00
XXXXX XXXX XX XXXXXXXXXX, N.A.,
by
/s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
WACHOVIA BANK, N.A.,
by
/s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
