EXHIBIT 10.35
EXECUTION COPY
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of January 29, 1996, is entered into by and among:
(1) QUANTUM CORPORATION, a Delaware corporation
("Borrower");
(2) Each of the financial institutions listed in Schedule
I to the Credit Agreement referred to in Recital A below, (such
financial institutions to be referred to herein collectively as the
"Banks");
(3) ABN AMRO BANK N.V., San Francisco International
Branch ("ABN"), BARCLAYS BANK PLC ("Barclays") and CIBC INC. ("CIBC"),
as managing agents for the Banks (collectively in such capacity, the
"Managing Agents");
(4) BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, THE FIRST NATIONAL BANK OF BOSTON, CHEMICAL BANK and THE
INDUSTRIAL BANK OF JAPAN, LIMITED, as co-agents for the Banks; and
(5) CANADIAN IMPERIAL BANK OF COMMERCE, as administrative
and collateral agent for the Banks (in such capacities, the
"Administrative Agent"); ABN, as syndication agent for the Banks; and
Barclays, as documentation agent for the Banks.
RECITALS
A. Borrower, the Banks, Managing Agents and Administrative Agent
are parties to a Credit Agreement dated as of October 3, 1994, as amended by a
First Amendment to Credit Agreement dated as of February 15, 1995, a Second
Amendment to Credit Agreement dated as of June 26, 1995 and a Third Amendment to
Credit Agreement dated as of September 29, 1995 (as so amended, the "Credit
Agreement"), pursuant to which the Banks have provided certain credit facilities
to Borrower.
B. Borrower has requested the Banks, Managing Agents and
Administrative Agent to amend the Credit Agreement in certain respects and to
waive an Event of Default which has occurred under the Credit Agreement.
C. The Banks, Managing Agents and Administrative Agent are
willing so to amend the Credit Agreement and to provide such waiver upon the
terms and subject to the conditions set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, the Banks, Managing Agents and Administrative Agent
hereby agree as follows:
1. DEFINITIONS, INTERPRETATION. All capitalized terms defined
above and elsewhere in this Amendment shall be used herein as so defined. Unless
otherwise defined herein, all other capitalized terms used herein shall have the
respective meanings given to those terms in the Credit Agreement, as amended by
this Amendment. The rules of construction set forth in Section I of the Credit
Agreement shall, to the extent not inconsistent with the terms of this
Amendment, apply to this Amendment and are hereby incorporated by reference.
2. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of
the conditions set forth in paragraph 6 below, the Credit Agreement is hereby
amended as follows:
(a) Paragraph 1.01 is amended by changing the definitions
of the following terms set forth therein to read in their entirety as
follows:
"Debt Service Coverage Ratio" shall mean, with
respect to any Person for any period, the ratio, determined on
a consolidated basis in accordance with GAAP where applicable,
of;
(a) The Adjusted Net Income of such
Person and its Subsidiaries for such period;
to
(b) The sum of (i) all principal
payments on Indebtedness for borrowed money of such
Person and its Subsidiaries scheduled for payment
during the period of comparable length immediately
succeeding such period, (ii) fifty percent (50%) of
all Capital Expenditures of such Person and its
Subsidiaries for such period, and (iii) all dividends
paid by such Person and its Subsidiaries during such
period (excluding any dividends paid to such Person);
Provided, however, that:
(A) In calculating the Debt Service
Coverage Ratio of Borrower for the period January 1,
1995 through December 31, 1995, (1) the amount
utilized
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in clause (b)(i) above shall be the principal
payments on Indebtedness for borrowed money of
Borrower and its Subsidiaries scheduled for payment
during 1995, rather than 1996, and (2) the principal
payments on the Term Loans scheduled for payment
during 1995 shall be deemed to be the principal
payment due on the Term Loans on September 30, 1995
and one-half of the principal payment due on the Term
Loans on March 31, 1996; and
(B) In calculating the Debt Service
Coverage Ratio of Borrower for the consecutive
four-quarter periods ending on March 31, 1996, June
30, 1996 and September 29, 1996 for purposes of
clause (ii) of Subparagraph 5.02(m), the amount
calculated under clause (a) above for each such
period shall be increased by an amount equal to the
lesser of (1) the MKE Restructuring Charges and (2)
$175,000,000.
"Fixed Charge Coverage Ratio" shall mean, with
respect to any Person for any period, the ratio, determined on
a consolidated basis in accordance with GAAP where applicable,
of;
(a) The remainder of (i) EBITDA of such
Person and its Subsidiaries for such period, minus
(ii) fifty percent (50%) of all Capital Expenditures
of such Person and its Subsidiaries for such period;
to
(b) All Interest Expenses of such
Person and its Subsidiaries for such period;
Provided, however, that, in calculating the Fixed Charge
Coverage Ratio of Borrower for the consecutive four-quarter
periods ending on March 31, 1996, June 30, 1996 and September
29, 1996 for purposes of clause (i) of Subparagraph 5.02(m),
the amount calculated under clause (a) above for each such
period shall be increased by an amount equal to the lesser of
(A) the MKE Restructuring Charges and (B) $175,000,000.
(b) Paragraph 1.01 is further amended by adding thereto,
in the appropriate alphabetical order, the following definitions to
read in their entirety as follows:
"MKE Restructuring Charges" shall mean the charges
incurred by Borrower in the quarter ending March 31, 1996 in
connection with the subcontracting by Borrower to MKE of the
manufacture of high capacity disk drives.
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"Subordinated Debt Limit" shall mean, as of any date
of determination, the sum of the following:
(a) $600,000,000; and
(b) Fifty percent (50%) of the sum of
Borrower's consolidated quarterly net income
(ignoring any quarterly losses) for each quarter
after March 31, 1996 through and including the
quarter ending immediately prior to the determination
date.
(c) Subparagraph 5.02(a) is amended by changing clauses
(iii), (viii) and (xvii) thereof and the proviso after clause (xviii)
thereof to read in their entirety as follows:
(iii) Indebtedness under:
(A) Loans and Capital Leases incurred
by Borrower or any of its Subsidiaries to finance
real property, fixtures or equipment acquired by such
Person not more than forty-five (45) days prior to
such loans and Capital Leases, provided that (1) in
each case, such Indebtedness does not exceed the
purchase price of the property so financed and (2)
the aggregate amount of such Indebtedness outstanding
under this clause (A) at any time does not exceed
$40,000,000; and
(B) Loans and Capital Leases incurred
by Borrower or any of its Subsidiaries to finance
equipment acquired by such Person more than
forty-five (45) days prior to such loans and Capital
Leases, provided that (1) in each case, such
Indebtedness equals or exceeds the net book value of
the equipment so financed and (2) the aggregate
amount of such Indebtedness outstanding under this
clause (B) at any time does not exceed $40,000,000;
(viii) Indebtedness of Borrower to MKE, provided
that (A) such Indebtedness is subordinated to the Obligations
on terms and conditions no less favorable to the Agents and
Banks than those set forth on Exhibit R or as otherwise
approved by the Required Banks; (B) the Net Proceeds of such
Indebtedness are applied to prepay the Term Loans to the
extent required by Subparagraph 2.05(c); and (C) the aggregate
principal amount of all Subordinated Debt of Borrower
(including MKE Subordinated Debt) outstanding at any time does
not exceed the Subordinated Debt Limit at such time;
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(xvii) Indebtedness of Borrower (other than MKE
Subordinated Debt) which is subordinated to the Obligations,
provided that (A) the payment terms, interest rate,
subordination provisions and other terms of such Indebtedness
are approved by the Required Banks; (B) the Net Proceeds of
such Indebtedness are applied to prepay the Term Loans to the
extent required by Subparagraph 2.05(c); and (C) the aggregate
principal amount of all Subordinated Debt of Borrower
(including MKE Subordinated Debt) outstanding at any time does
not exceed the Subordinated Debt Limit at such time; and
Provided, however, that:
(1) The aggregate amount of Indebtedness
outstanding under clauses (iii)(A), (iii)(B) and (xviii) above
at any time does not exceed $80,000,000; and
(2) Notwithstanding the Permitted Indebtedness
set forth in clauses (i)-(xviii) above, Quantum Holdings shall
not create, incur, assume or permit to exist any Indebtedness,
any Guaranty Obligations or any other material liabilities
except for Indebtedness of Quantum Holdings to Borrower or any
of Borrower's other Subsidiaries to the extent permitted by
clause (xv) above.
(d) Subparagraph 5.02(b) is amended by changing clause
(vii) thereof to read in its entirety as follows:
(vii) Liens securing Indebtedness which
constitutes Permitted Indebtedness under clause (iii) of
Subparagraph 5.02(a) provided that, (A) in each case under
clause (A) thereof, such Lien covers only those assets, the
acquisition of which was financed by such Permitted
Indebtedness, (B) in each case under clause (B) thereof, such
Lien covers only the equipment which was financed by such
Permitted Indebtedness, and (C) in each case under both
clauses (A) and (B) thereof, such Lien secures only such
Permitted Indebtedness;
(e) Subparagraph 5.02(b) is further amended by adding
thereto, immediately following clause (xvi) thereof, a new sentence to
read in its entirety as follows:
If Borrower finances any equipment through a secured loan
permitted by clause (iii)(A) or (iii)(B) of Subparagraph
5.02(a) and clause (vii) of this Subparagraph 5.02(b),
Administrative Agent shall execute such reasonable
subordination, intercreditor and other agreements as Borrower
may request to subordinate the security interest of
Administrative
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Agent in the financed equipment to the security interest of
the new lender in such equipment.
(f) Subparagraph 5.02(c) is amended by changing clause
(ix) thereof to read in its entirety as follows:
(ix) Sales by Borrower and its Subsidiaries of
equipment or the property covered by the Borrower Mortgage in
sale and leaseback transactions, provided that, in the case of
equipment, such equipment is leased back by Borrower or its
Subsidiary, as the case may be, in a Capital Lease permitted
by clause (iii) of Subparagraph 5.02(a);
(g) Subparagraph 5.02(c) is further amended by (i)
changing the designation of clause (x) thereof to clause (xi) and (ii)
adding, immediately following clause (ix), a new clause (x) to read in
its entirety as follows:
(x) Sales, leases, transfers and other disposals
by Borrower and its Subsidiaries of assets and property in
connection with the subcontracting by Borrower to MKE of the
manufacture of high capacity disk drives, provided that all
charges relating to such sales, leases, transfers and
disposals are taken in the quarter ending March 31, 1996; and
(h) Subparagraph 5.02(g) is amended to read in its
entirety as follows:
(g) Capital Expenditures. Borrower and its
Subsidiaries shall not pay or incur (without duplication) in
any of the periods set forth below Capital Expenditures in an
aggregate amount which exceeds the amount set forth opposite
such period below (plus, during the first sixty (60) days of
any such period, any portion of such permitted amounts of
Capital Expenditures not paid or incurred during the
immediately preceding period):
Closing Date -
March 31, 1995....................... $100,000,000;
April 1, 1995 -
March 31, 1996....................... $225,000,000;
April 1, 1996 -
March 31, 1997....................... $175,000,000;
April 1, 1997 -
March 31, 1998....................... $175,000,000;
April 1, 1998 -
Revolving Loan Maturity Date......... $ 87,500,000.
(i) Subparagraph 5.02(i) is amended by adding thereto,
immediately following clause (iii)(b) thereof, a new sentence to read
in its entirety as follows:
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Borrower shall not cause or permit the holders of any of its
obligations, except the holders of its Obligations under the
Credit Documents and its obligations under the Sumitomo LC
Agreement (and its obligations under any refinancings of
either upon the termination and repayment thereof), to have
the right to block payments under any of its Subordinated Debt
upon the occurrence of a non-payment default in connection
with such obligations. (Without limiting the generality of the
preceding sentence, Borrower shall not cause or permit any of
its obligations, except the obligations specifically excepted
in such sentence, to constitute "Designated Senior
Indebtedness" under the Indenture governing the convertible
subordinated debt which Borrower proposes to issue in the
quarter ending March 31, 1996.)
(j) Subparagraph 5.02(m) is amended by changing clauses
(iii), (iv), (v) and (vi) thereof to read in their entirety as follows:
(iii) Borrower shall not permit its Net Worth on
any date of determination (such date to be referred to herein
as a "determination date") which occurs after March 31, 1996
(such date to be referred to herein as the "base date") to be
less than the sum on such determination date of the following:
(A) Ninety-five percent (95%) of
Borrower's Net Worth on the base date;
(B) Seventy-five percent (75%) of the
sum of Borrower's consolidated quarterly net income
(ignoring any quarterly losses) for each quarter
after the base date through and including the quarter
ending immediately prior to the determination date;
(C) One hundred percent (100%) of the
Net Proceeds of all Equity Securities issued by
Borrower and its Subsidiaries (excluding any issuance
where the total proceeds are less than $10,000,000)
during the period commencing on the base date and
ending on the determination date; and
(D) One hundred percent (100%) of the
Net Proceeds derived from the conversion of the
Convertible Subordinated Debentures.
(iv) Borrower shall not permit its Leverage Ratio
during any period set forth below to be more than the ratio
set forth opposite such period below:
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From the Closing Date to
March 30, 1996 ................. 1.35;
Thereafter.............................. 1.10.
(v) Borrower shall not permit (A) its EBIT for
more than two quarters in any consecutive four-quarter period
to be losses or (B) its cumulative EBIT quarterly losses
(ignoring any EBIT quarterly profits) for any consecutive
four-quarter period to exceed $25,000,000; provided, however,
that, for the purposes of clause (B) of this sentence only,
any quarterly loss for the quarter ending March 31, 1996 shall
be ignored.
(vi) Borrower shall not permit its Quick Ratio
during any period set forth below to be less than the ratio
set forth opposite such period below:
From the Closing Date to
March 30, 1996 ................ 0.85;
Thereafter............................. 1.10.
(k) Subparagraph 6.01((e) is amended to read in its
entirety as follows:
(e) (i) Borrower or any of Borrower's
Subsidiaries (A) shall fail to make a payment or payments in
an aggregate amount of $1,000,000 or more when due under the
terms of any bond, debenture, note or other evidence of
indebtedness to be paid by such Person (excluding this
Agreement and the other Credit Documents or any intercompany
Indebtedness between Borrower and any of its Subsidiaries, but
including any other evidence of indebtedness of Borrower or
any of its Subsidiaries to any Bank) and such failure shall
continue beyond any period of grace provided with respect
thereto, or (B) shall fail to make any other payment or
payments when due under or otherwise default in the observance
or performance of any other agreement, term or condition
contained in any such bond, debenture, note or other evidence
of indebtedness, and the effect of such failure or default is
to cause, or permit the holder or holders thereof to cause,
indebtedness in an aggregate amount of $5,000,000 or more to
become due prior to its stated date of maturity; (ii) there
shall occur or exist any other event or condition which
causes, or permits the holder or holders of such indebtedness
to cause, indebtedness in an aggregate amount of $5,000,000 or
more to become due prior to its stated date of maturity
(whether through holder puts, mandatory redemptions or
prepayments or otherwise); or (iii) the beneficiaries of any
letters of credit issued under the Sumitomo LC
8
Agreement shall make a drawing or drawings under such letters
of credit, Borrower or any of its Subsidiaries shall provide
cash collateral or any other security for Borrower's
obligations under the Sumitomo LC Agreement, any of the
Sumitomo LC Banks or any agent therefor shall demand any such
cash collateral or other security or any event of default
shall occur under the Sumitomo LC Agreement; or
3. WAIVER. The Banks hereby waive any Event of Default under
Subparagraph 6.01(b) of the Credit Agreement arising from Borrower's failure to
observe the Leverage Ratio requirement set forth in clause (iv) of Subparagraph
5.02(m) of the Credit Agreement during the quarter ending December 31, 1995.
4. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to the Banks and the Agents that the following are true and correct on
the date of this Amendment and that, after giving effect to the amendments set
forth in paragraph 2 above and the waiver set forth in paragraph 3 above, the
following also will be true and correct on the Effective Date (as defined
below):
(a) The representations and warranties of Borrower and
its Subsidiaries set forth in Paragraph 4.01 of the Credit Agreement
and in the other Credit Documents are true and correct in all material
respects as if made on such date (except for representations and
warranties expressly made as of a specified date, which shall be true
and correct as of such date);
(b) No Default or Event of Default has occurred and is
continuing; and
(c) Each of the Credit Documents is in full force and
effect.
(Without limiting the scope of the term "Credit Documents," Borrower expressly
acknowledges in making the representations and warranties set forth in this
paragraph 4 that, on and after the date hereof, such term includes this
Amendment.)
5. AMENDMENT FEE. Borrower shall pay to Administrative Agent, for
the ratable benefit of the Banks in accordance with their respective
Proportionate Shares on the Effective Date (as defined below), a nonrefundable
amendment fee (the "Amendment Fee") equal to one-half of one percent (0.50%) of
the sum of the Total Revolving Loan Commitment and the total Term Loans
outstanding on the Effective Date, with one-fourth of the Amendment Fee to be
payable on or prior to the Effective Date and the balance to be payable on or
prior to March 31, 1996;
9
provided, however, that Borrower shall not be obligated to pay the portion of
the Amendment Fee payable on March 31, 1996 if, between the date of this
Amendment and March 31, 1996, Borrower (a) receives aggregate Net Proceeds of
$200,000,000 or more from Subordinated Debt or Equity Securities issued or sold
by Borrower in accordance with the Credit Agreement and (b) prepays the Term
Loans from such Net Proceeds to the extent required by the Credit Agreement.
6. EFFECTIVE DATE. The amendments effected by paragraph 2 above
and the waiver set forth in paragraph 3 above shall become effective on January
29, 1996 (such date, if the conditions set forth in this paragraph are
satisfied, to be referred to herein as the "Effective Date"), subject to receipt
by Administrative Agent and the Banks on or prior to the Effective Date of the
following, each in form and substance satisfactory to Administrative Agent, the
Required Banks and their respective counsel:
(a) This Amendment duly executed by Borrower and the
Required Banks;
(b) A letter in the form of Exhibit A hereto, dated the
Effective Date and duly executed by Quantum Europe and Quantum
Holdings;
(c) A Certificate of the Secretary of Borrower, dated the
Effective Date, certifying that the Certificate of Incorporation,
Bylaws and Board resolutions of Borrower, in the forms delivered to
Agent on the Effective Date, are in full force and effect and have not
been amended, supplemented, revoked or repealed since such date;
(d) A favorable written opinion of Cooley, Godward,
Castro, Huddleson & Tatum, counsel to Borrower, dated the Effective
Date, addressed to the Administrative Agent for the benefit of the
Agents and the Banks, covering such legal matters as Agents may
reasonably request and otherwise in form and substance satisfactory to
the Agents;
(e) The portion of the Amendment Fee payable on or prior
to the Effective Date; and
(f) Such other evidence as any Agent or any Bank may
reasonably request to establish the accuracy and completeness of the
representations and warranties and the compliance with the terms and
conditions contained in this Amendment and the other Credit Documents.
7. EFFECT OF THIS AMENDMENT. On and after the Effective Date,
each reference in the Credit Agreement and the other Credit Documents to the
Credit Agreement shall mean the Credit Agreement
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as amended hereby. Except as specifically amended above, (a) the Credit
Agreement and the other Credit Documents shall remain in full force and effect
and are hereby ratified and confirmed and (b) the execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power, or remedy of any Bank or Agent, nor
constitute a waiver of any provision of the Credit Agreement or any other Credit
Document.
8. EXPENSES. Pursuant to Paragraph 8.02 of the Credit Agreement,
Borrower shall pay to Agents all reasonable Attorney Costs and other reasonable
fees and expenses payable to third parties incurred by Agents in connection with
the preparation, negotiation, execution and delivery of this Amendment and the
additional Credit Documents.
9. MISCELLANEOUS.
(a) Counterparts. This Amendment may be executed in any
number of identical counterparts, any set of which signed by all the
parties hereto shall be deemed to constitute a complete, executed
original for all purposes.
(b) Headings. Headings in this Amendment are for
convenience of reference only and are not part of the substance hereof.
(c) Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of California
without reference to conflicts of law rules.
[The next page is the first signature page.]
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IN WITNESS WHEREOF, Borrower, the Banks and Agents have caused this
Amendment to be executed as of the day and year first above written.
BORROWER: QUANTUM CORPORATION
By:/s/Joseph T. Rodgers
--------------------------------
Name: Joseph T. Rodgers
---------------------------
Title: Executive Vice President,
--------------------------
Finance and Secretary
--------------------------
MANAGING AGENTS: ABN AMRO BANK N.V., San Francisco
International Branch,
As a Managing Agent
By: ABN AMRO North America, Inc.,
as agent
By:/s/Robin S. Yim
--------------------------------
Name: Robin S. Yim
---------------------------
Title: VP & Director
--------------------------
By:/s/Robert N. Hartinger
--------------------------------
Name: Robert N. Hartinger
---------------------------
Title: GVP & Director
--------------------------
BARCLAYS BANK PLC,
As a Managing Agent
By:/s/James Tan
--------------------------------
Name: James Tan
---------------------------
Title: Associate Director
--------------------------
CIBC INC.,
As a Managing Agent
By: SAKAI
--------------------------------
Name: SAKAI
---------------------------
Title: Vice President
--------------------------
ADMINISTRATIVE AGENT: CANADIAN IMPERIAL BANK OF COMMERCE,
As Administrative Agent
By: SAKAI
--------------------------------
Name: SAKAI
---------------------------
Title: Director
--------------------------
BANKS: ABN AMRO BANK N.V., San Francisco
International Branch,
As a Bank
By: ABN AMRO North America, Inc.,
as agent
By:/s/Robin S. Yim
--------------------------------
Name: Robin S. Yim
---------------------------
Title: VP & Director
--------------------------
By:/s/Robert N. Hartinger
--------------------------------
Name: Robert N. Hartinger
---------------------------
Title: GVP & Director
--------------------------
BARCLAYS BANK PLC,
As a Bank
By:/s/James Tan
--------------------------------
Name: James Tan
---------------------------
Title: Associate Director
--------------------------
CIBC INC.,
As a Bank
By: SAKAI
--------------------------------
Name: SAKAI
---------------------------
Title: Director
--------------------------
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION,
As a co-agent and as a Bank
By:/s/Kevin McMahon
-----------------------------------
Name: Kevin McMahon
------------------------------
Title: Vice President
-----------------------------
CHEMICAL BANK,
As a co-agent and as a Bank
By:/s/Ann B. Kerns
-----------------------------------
Name: Ann B. Kerns
------------------------------
Title: Vice President
-----------------------------
THE FIRST NATIONAL BANK OF BOSTON,
As a co-agent and as a Bank
By:/s/Elizabeth C. Everett
-----------------------------------
Name: Elizabeth C. Everett
------------------------------
Title: Vice President
-----------------------------
THE INDUSTRIAL BANK OF JAPAN,
LIMITED,
As a co-agent and as a Bank
By:/s/Makoto Masuda
-----------------------------------
Name: Makoto Masuda
------------------------------
Title: Joint General Manager
-----------------------------
THE BANK OF NOVA SCOTIA,
As a Bank
By:/s/Chris Johnson
-----------------------------------
Name: Chris Johnson
------------------------------
Title: Sr. Relationship Manager
-----------------------------
FLEET BANK OF MASSACHUSETTS, N.A.,
As a Bank
By:/s/Thomas W. Davies
-----------------------------------
Name: Thomas W. Davies
------------------------------
Title: Vice President
-----------------------------
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.,
As a Bank
By:/s/Motokazu Uematsu
-----------------------------------
Name: Motokazu Uematsu
------------------------------
Title: Deputy General Manager
-----------------------------
THE NIPPON CREDIT BANK, LTD.,
As a Bank
By:/s/Kenneth W. McNerney
-----------------------------------
Name: Kenneth W. McNerney
------------------------------
Title: VP & Sr. Mgr.
-----------------------------
By:/s/Masaki Iwataki
-----------------------------------
Name: Masaki Iwataki
------------------------------
Title: VP & Mgr.
-----------------------------
SANWA BANK CALIFORNIA,
As a Bank
By:/s/Robert R. Shutt
-----------------------------------
Name: Robert R. Shutt
------------------------------
Title: Vice President
-----------------------------
Fleet National Bank of Massachusetts,
formerly known as
SHAWMUT BANK, N.A.,
As a Bank
By:/s/Thomas W. Davies
-----------------------------------
Name: Thomas W. Davies
------------------------------
Title: Vice President
-----------------------------
THE SUMITOMO BANK, LIMITED,
As a Bank
By:/s/Yuji Harada
-----------------------------------
Name: Yuji Harada
------------------------------
Title: General Manager
-----------------------------
By:/s/Herman White Jr.
-----------------------------------
Name: Herman White Jr.
------------------------------
Title: Vice President
-----------------------------
UNION BANK,
As a Bank
By:/s/John P. Baier
-----------------------------------
Name: John P. Baier
------------------------------
Title: Vice President
-----------------------------
THE FUJI BANK, LIMITED,
As a Bank
By:/s/Kazuo Kamio
-----------------------------------
Name: Kazuo Kamio
------------------------------
Title: General Manager
-----------------------------