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EXHIBIT 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT to Credit Agreement ("Second Amendment") dated as of April
15, 1998 among and between Genzyme Corporation (the "Company"); each of the
Subsidiaries of the Company identified under the caption "Subsidiary Guarantors"
on the signature pages hereto; each of the Lenders identified under the caption
"Lenders" on the signature pages hereto (each a "Lender" and collectively, the
"Lenders"); Fleet National Bank ("Fleet") as administrative agent for the
Lenders (the "Administrative Agent"); and BankBoston ("BankBoston") as
documentation agent for the Lenders (the "Documentation Agent").
Reference is made to the Credit Agreement dated as of November 14, 1996, as
amended, among and between the Company, the Subsidiary Guarantors, the Lenders,
the Administrative Agent and the Documentation Agent, pursuant to which the
Lenders furnished to the Company a $225,000,000 revolving line of credit.
Capitalized terms used in this Second Amendment have the meanings given such
terms in the Credit Agreement, as amended hereby, except as provided otherwise
herein.
The Company has requested that the Credit Agreement be amended to establish
the basis for the issuance of subordinated debt by the Company and to amend
certain financial covenants. Under Section 12.5 of the Agreement, to be
effective, this Second Amendment must be signed by the Company, the
Administrative Agent and the Lenders constituting the Required Lenders.
1. Amendment to Section 1.1 - (Certain Defined Terms). Section 1.1 of the
Credit Agreement is amended as follows:
(a) The following definition of "Capital Stock" is added between the
definitions "Capital Lease Obligations" and "Cash Equivalents":
"Capital Stock" shall mean capital stock of the Company that does not
rank prior, as to the payment of dividends or as to the distribution
of assets upon any voluntary or involuntary liquidation, dissolution
or winding up of the Company, to shares of capital stock of any other
class of the Company.
(b) Intentionally omitted.
(c) The definition of Consolidated Operating Income is deleted and the
following is substituted in place thereof:
"Consolidated Operating Income" shall mean, for any period, the
Consolidated Net Income of the Company for such period, provided,
however, that, to the extent the following items have been included in
determining Consolidated Net Income, they shall NOT be considered in
computing Consolidated Operating Income: provision for income taxes,
interest expense, equity in the operating results of unconsolidated
subsidiaries (including partnerships, joint ventures and Affiliates
but only to the extent that such results represent noncash,
nonoperating
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items) and other non-operating, non-cash items including, but not limited
to, write-off of acquired technology or acquired, in-process research and
development which, in accordance with GAAP, must be charged to income.
Furthermore, all charges arising from the acquisition of Neozyme II
Corporation and/or Deknatel ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. which are included in the
determination of Consolidated Net Income for any period shall be excluded
from the computation of Consolidated Operating Income whether such charges
be of a cash or non-cash nature.
(d) The following definition of "Fundamental Change" is added between the
definitions "Federal Funds Rate" and "GAAP":
"Fundamental Change" shall mean any of the following:
(i) a "person" or "group" (within the meaning of Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), becoming the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act) of Voting Shares of the Company entitled to exercise
more than 50% of the total voting power of all outstanding Voting Shares
of the Company (including any right to acquire Voting Shares that are not
then outstanding of which such person or group is deemed the beneficial
owner); or
(ii) a change in the Board of Directors in which the individuals who
constituted the Board of Directors at the beginning of the two-year period
immediately preceding such change (together with any other director whose
election by the Board of Directors or whose nomination for election by the
shareholders of the Company was approved by a vote of at least two-thirds
of the directors then in office who either were directors at the beginning
of such period or whose election or nomination for election was previously
so approved) cease for any reason to constitute a majority of the directors
then in office; or
(iii) any consolidation of the Company with, or merger of the Company into,
any other Person, any merger of another Person into the Company, or any
sale or transfer of all or substantially all of the assets of the Company
to another Person (other than (w) a merger which does not result in any
reclassification, conversion, exchange or cancellation of outstanding
shares of Capital Stock, (x) a merger which is effected solely to change
the jurisdiction of incorporation of the Company, (y) any consolidation
with or merger of the Company into a Wholly Owned Subsidiary of the
Company, or any sale or transfer by the Company of all or substantially all
of its assets to one or more of its Wholly Owned Subsidiaries, in any one
transaction or a series of transactions, provided, in any such case, that
the resulting corporation or each such Wholly Owned Subsidiary assumes the
Obligations under the Loan Documents; or (z) a merger or consolidation in
which the holders of the Company's Voting Shares immediately prior to such
event
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continue to hold more than 50% of the Voting Shares outstanding
immediately after such event).
(e) The definition of "Net Equity Proceeds" is deleted and the following is
substituted in place thereof:
"Net Equity Proceeds" shall mean the aggregate amount of all cash
payments and the fair market value of any non-cash consideration
received by the Company and its Subsidiaries directly or indirectly in
connection with any Investment made as a capital contribution to
equity to the Company and its Subsidiaries including upon conversion
of Subordinated Debt into equity of the Company or any Subsidiary;
provided that Net Equity Proceeds shall be net of the amount of any
legal expenses, commissions other fees and expenses paid by the
Company and its Subsidiaries to any non-Affiliated person in
connection with such Investment.
(f) The definition of "Person" is deleted and the following is substituted
in place thereof:
"Person" shall mean any individual, corporation, company, voluntary
association, partnership, joint venture, trust, unincorporated
organization or government (or any agency, instrumentality or
political subdivision thereof) and shall include any syndicate or
group which would be deemed to be a "person" under Section 13(d)(3) of
the Exchange Act.
(g) The definition of "Subordinated Debt" is deleted and the following is
substituted in place thereof:
"Subordinated Debt" means (1) the Company's $13 million Convertible
Note, issued February 28, 1997, (2) the Company's $20 million of
Convertible Debentures, issued August 29, 1997, (3) unsecured
Indebtedness of the Company or a Subsidiary of the Company in an
aggregate principal amount outstanding at any time not in excess of
$250,000,000 which, by its terms, is explicitly subordinated to the
prior payment in full of the Obligations to at least the following
extent: (a) no payments of principal of (or premium, if any) or
interest on (or otherwise due in respect of) such Indebtedness may be
permitted for so long as any Default or Event of Default in the
payment of principal (or premium, if any) or interest on the Loans
exists; (b) in the event that any other Default or Event of Default
exists, upon notice by the Required Lenders, the Administrative Agent
shall have the right to give notice to the Company and the holders of
such Indebtedness (or agents therefor) of a payment blockage, and
thereafter no payments of principal of (or premium, if any) or
interest on (or otherwise due in respect of) such Indebtedness may be
made for a period of 179 days from the date of such notice unless,
prior to such time, such Default or Event of Default is cured or
waived; provided, however, that only one such notice of a payment
blockage shall be effective during any 365 consecutive day period and
provided, further, that no such other Default or Event of Default that
existed upon first delivery of such a notice shall be the basis for a
subsequent notice of payment blockage unless such Default or Event of
Default shall have been cured or waived for a
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period of 180 consecutive days; (c) such Indebtedness may not (i) provide for
payments of principal of such Indebtedness at the stated maturity thereof or by
way of a sinking fund applicable thereto or by way of any mandatory redemption,
defeasance, retirement or repurchase thereof by the Company or any Subsidiary
(including any redemption, retirement or repurchase which is contingent upon
events or circumstances but not including any exchange, conversion or payment
with equity or other Subordinated Debt), in each case prior to the Revolving
Credit Commitment Termination Date (without giving effect to any potential
extension pursuant to Section 2.9) or (ii) permit redemption or other retirement
(including pursuant to an offer to purchase made by the Company or any
Subsidiary) of such other Indebtedness at the option of the holder thereof prior
to the Revolving Credit Commitment Termination Date (without giving effect to
any potential extension pursuant to Section 2.9) other than by conversion to
Capital Stock or other equity of the Company or other Subordinated Debt;
provided, however, in the case of either (i) or (ii), such Indebtedness may
provide for payment prior to the stated maturity of such Indebtedness if any
event which causes, or (with the giving of any notice or the lapse of time or
both) permits the holder or holders of such Indebtedness (or a trustee or agent
on behalf of such holder or holders) to cause such Indebtedness to become due,
or to be prepaid (whether by redemption, purchase, offer to purchase or
otherwise), prior to its stated maturity would also cause a Default or an Event
of Default (subject, however, to the limitations of clauses (a), (b), (d) and
(e) hereof); (d) the terms of such Indebtedness shall provide, to the extent not
prohibited in the Trust Indenture Act of 1939, as amended, that no action to
enforce the payment thereof or to exercise any remedy with respect thereto shall
occur unless the holders of such Indebtedness (or agents therefor) give the
Administrative Agent notice of such default and thereafter no such enforcement
action or exercise of remedies shall occur until 180 days shall have elapsed
from the date of such notice without the cure or waiver of such default,
provided that such standstill period shall continue for as long as a Default or
an Event of Default under clause (a) above exists; provided, further, however,
that the restrictions described in this clause (d) shall not apply if the event
which gives rise to the right to enforce such payment or exercise such remedy
triggers a Default or an Event of Default (subject, however, to the limitations
of clauses (a), (b), (c), and (e); and (e) such Indebtedness shall further
provide that, upon any bankruptcy, insolvency, liquidation or similar case or
proceeding relative to the Company or any of its Subsidiaries, or upon the
realization of any amounts by the holders of the Indebtedness (or the agents
therefor) resulting from an action under clause (d) above, the Obligations shall
first be paid in full to the Administrative Agent or such payment shall have
been provided for to the satisfaction of the Required Lenders before any payment
or distribution is made to or retained by the holders of the Indebtedness (or
the agents therefor), (4) any other Indebtedness of the Company or its
Subsidiaries, incurred after the date hereof, containing subordination terms,
which are specifically consented to in writing by the Required Lenders and (5)
any refinancing of Subordinated Debt incurred pursuant to subsections (1), (2),
(3) or (4), in which (x) the principal amount of Subordinated Debt resulting
from such refinancing does not exceed the sum of (i) the principal amount of the
Subordinated Debt so refinanced plus (ii) customary fees and expenses incurred
in connection with such refinancing and (y) the Indebtedness resulting from such
refinancing satisfies the criteria for Subordinated Debt hereunder."
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(h) The following definition of "Voting Shares" is added between the
definition of "U.S. Person" and "Wholly Owned Subsidiary":
"Voting Shares" shall mean all outstanding shares of any class or
series (however designated) of Capital Stock entitled to vote generally in the
election of members of the Board of Directors of the Company.
2. Amendment to Section 9.9(c). Section 9.9(c) is amended to delete the
phrase "ratio of Consolidated Funded Debt to Consolidated EBITDA" as it appears
on the second and third lines therein and to insert the phrase "ratio of (a)
Consolidated Funded Debt less all cash and Cash Equivalents and Marketable
Investments of the Company and its Consolidated Subsidiaries in excess of
$125,000,000; to (b) Consolidated EBITDA" in lieu thereof.
3. Amendment to Section 10. Section 10 is amended to add the following
subparagraph (l) after subparagraph (k) (which subparagraph (k) also is amended
to add the word "or" at the end thereof):
"(l) Any Fundamental Change shall occur;"
4. Representations and Warranties. In order to induce the Agents and Lenders to
enter into this Second Amendment, the Company makes the following
representations and warranties, all of which shall survive the execution and
delivery of this Second Amendment:
(a) Each of the Company and the Subsidiary Guarantors has all requisite
corporate, partnership or other power and authority to execute, deliver and
perform its obligations under this Second Amendment and under the Credit
Agreement, as amended hereby. This Second Amendment has been duly authorized,
executed and delivered by the Company and each Subsidiary Guarantor, and does
not conflict with, violate or result in a breach of or require any consent under
any applicable law, rule or regulation or any of the terms of the charter or
by-laws (or equivalent constitutional documents) of any Obligor, any agreement
or instrument to which the Company or any Subsidiary is a party or to which any
of them or their Property is bound or to which any of them is subject. This
Second Amendment and the Credit Agreement, as amended hereby, constitute the
legal, valid and binding obligation of each Obligor enforceable against each
Obligor in accordance with its terms.
(b) On the date hereof each of the representations and warranties in the
Credit Agreement are true, accurate and complete in all material respects.
(c) Upon the execution and delivery of this Second Amendment, and the
satisfaction of each of the conditions precedent set forth in Section 4 of this
Second Amendment, no Default or Event of Default shall exist and be continuing.
5. Conditions Precedent. The agreements contained herein and the amendments
contemplated hereby shall become effective on the date (the "Effective Date")
when Company,
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the Required Lenders, and the Administrative Agent shall have executed this
Second Amendment and when each of the following conditions shall have been
fulfilled:
(a) Execution of Documents, Etc. This Second Amendment and any other
agreements, documents and instruments to be executed and/or delivered in
connection herewith (collectively the "Second Amendment Documents") shall have
been duly and properly authorized and executed by: the Company, the
Administrative Agent, and the Required Lenders and shall be in full force and
effect on and as of the Effective Date of this Second Amendment and all
representations and warranties of the Company hereunder shall continue to be
true, accurate and complete.
(b) Proceedings; Receipt of Documents. All requisite corporate action
and proceedings of the Company and the Subsidiary Guarantors in connection with
the execution and delivery of this Second Amendment and the other Second
Amendment Documents shall be satisfactory in form and substance to the
Administrative Agent and its counsel, and the Administrative Agent and its
counsel shall have received all information and copies of all documents,
including without limitation, records of requisite corporate action and
proceedings which the Administrative Agent or its counsel may have requested in
connection therewith, such documents where requested by the Administrative
Agent or its counsel to be certified by appropriate persons or governmental
authorities.
(c) Material Litigation. There shall be no pending or, to the best
knowledge of the Company, threatened litigation with respect to the Company or
any Subsidiary Guarantor before any court, arbitrator or governmental or
administrative body or agency which challenges or relates to (i) the
transactions contemplated hereby or (ii) the Loan Documents.
(d) Payment of Amendment Fee. Upon approval by the Required Lenders, the
Company shall pay to the Administrative Agent an amendment fee of five basis
points on the Revolving Credit Commitment of each of the Lenders that responds
either affirmatively or negatively in writing as required by the Administrative
Agent's request for approval of this Second Amendment dated April 8, 1998 on or
before 9:00 A.M. (E.S.T.) April 15, 1998 (the "Responding Lenders"). This
amendment fee shall be paid over by the Administrative Agent only to the
Responding Lenders in accordance with their respective Revolving Credit
Commitments.
6. Reaffirmation and Ratification of Existing Agreements, Etc. The Company
and the Subsidiary Guarantors each: (i) reaffirms and ratifies all the
Obligations to the Agents and the Lenders, in respect of the Credit Agreement,
as hereby amended, and the other Loan Documents, (ii) certifies that there are
no defenses, offsets or counterclaims to such Obligations as of the date
hereof, (iii) expressly acknowledges its continuing liability pursuant thereto,
and (iv) agrees that each of the Credit Agreement, as amended hereby, and the
other Loan Documents shall remain in full force and effect, enforceable against
the Company and Subsidiary Guarantors in accordance with its terms.
7. Miscellaneous.
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(a) This Second Amendment may be executed on separate counterparts by
the parties hereto, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same agreement.
(b) This Second Amendment and the rights and obligations of the
parties hereunder shall be construed in accordance with and be governed by the
laws of the Commonwealth of Massachusetts (without giving effect to the
conflict of law principles thereof).
(c) The headings of the several sections of this Second Amendment are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Second Amendment.
(d) This Second Amendment, together with the other Second Amendment
Documents, embodies the entire agreement and understanding among the parties
relating to the subject matter hereof and supersedes all prior proposals,
negotiation, agreements and understandings relating to such subject matter.
(e) This Second Amendment, together with the other Second Amendment
Documents, shall be deemed to be Loan Documents under the Credit Agreement.
(f) EACH OF THE OBLIGORS, THE AGENTS AND THE LENDERS HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS SECOND AMENDMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(g) The Company shall pay on demand the reasonable costs and
expenses, including, without limitation, reasonable attorneys' fees and
expenses incurred, or which may be incurred by the Agents or the Lenders in
connection with the negotiation, documentation, administration and enforcement
of this Second Amendment.
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IN WITNESS WHEREOF, this Second Amendment has been duly executed and
delivered as a sealed instrument at Boston, Massachusetts as of the date first
above written.
THE COMPANY:
GENZYME CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Title: Executive Vice President -
Finance
SUBSIDIARY GUARANTORS:
DEKNATEL ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President and Treasurer
GENZYME SURGICAL PRODUCTS
CORPORATION f/k/a DSP WORLDWIDE, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President
ALLSTON LANDING LIMITED PARTNERSHIP
By: Allston Landing Corporation,
its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Treasurer
ADMINISTRATIVE AGENT:
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
DOCUMENTATION AGENT:
BANKBOSTON
By: /s/ [signature illegible]
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Title: Vice President
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: FLEET NATIONAL BANK
$35,000,000.00 By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: BANKBOSTON
$22,000,000.00 By: /s/ [signature illegible]
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Title: Vice President
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: BANK OF TOKYO-MITSUBISHI TRUST COMPANY
$13,000,000.00 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: CREDIT LYONNAIS NEW YORK BRANCH
$13,000,000.00 By:
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Title:
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: THE FUJI BANK, LIMITED, NEW YORK BRANCH
$13,000,000.00 By:
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Title:
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: MELLON BANK, N.A.
$13,000,000.00 By: /s/ [signature illegible]
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Title: Vice President
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: NATIONSBANK, N.A.
$13,000,000.00 By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Vice President
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: REPUBLIC NATIONAL BANK OF NEW YORK
$13,000,000.00 By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: First Vice President
By: /s/ ▇▇▇▇-▇▇▇▇▇▇ ▇. Diels
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Title: Executive Vice President
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: ABN AMRO BANK N.V.
$7,500,000.00 By: /s/ [signature illegible]
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Title: Vice President
By: /s/ [signature illegible]
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Title: Senior Vice President
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: BANK LEUMI USA
$7,500,000.00 By: /s/ [signature illegible]
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Title: Vice President
By: /s/ [signature illegible]
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Title: Vice President
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: THE BANK OF NOVA SCOTIA
$7,500,000.00 By: /s/ ▇.▇. ▇▇▇▇▇▇▇
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Title: Authorized Signatory
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: CITIZENS BANK OF MASSACHUSETTS
$7,500,000.00 By: /s/ [signature illegible]
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Title: Vice President
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: CORESTATES BANK, N.A.
$7,500,000.00 By: /s/ [signature illegible]
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Title: Vice President
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: CREDIT SUISSE FIRST BOSTON
$7,500,000.00 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Managing Director
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Director
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: KREDIETBANK, N.V.
$7,500,000.00 By:
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Title:
By:
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Title:
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: LTCB TRUST CO.
$7,500,000.00 By: /s/ [signature illegible]
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Title: Senior Vice President
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: THE NORTHERN TRUST COMPANY
$7,500,000.00 By: /s/ [signature illegible]
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Title: Vice President
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: THE SAKURA BANK, LIMITED
$7,500,000.00 By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Senior Vice President
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: THE SANWA BANK, LIMITED
$7,500,000.00 By: /s/ Takayoshi Futae
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Title: Deputy General Manager
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
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LENDERS:
The undersigned Lender, with the Revolving Credit Commitment set forth
herein, hereby enters into the foregoing Second Amendment to Credit Agreement
dated April , 1998.
Revolving Credit Commitment: THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
$7,500,000.00 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Joint General Manager
[Signature Page to Second Amendment to Credit Agreement
dated April , 1998]
