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EXECUTION COPY
ASSIGNMENT, AMENDMENT AND RELEASE AGREEMENT
ASSIGNMENT, AMENDMENT AND RELEASE AGREEMENT, dated as of November
17, 2000 (this "Agreement"), among the Lenders parties to the Globalstar Credit
Agreement (referred to below) (the "Assignors"), LORAL SATELLITE, INC., a
Delaware corporation (the "Assignee"), LORAL SATCOM LTD., a Bermuda company
("SatCom"), LORAL SPACE & COMMUNICATIONS LTD., a Bermuda company (the "Parent"),
LORAL SPACE & COMMUNICATIONS CORPORATION, a Delaware corporation ("LSCC" and,
together with the Assignee, SatCom and the Parent, the "Loral Entities"),
GLOBALSTAR, L.P., a Delaware limited partnership ("Globalstar") and BANK OF
AMERICA, NATIONAL ASSOCIATION ("Bank of America"), as Administrative Agent (as
defined below).
R E C I T A L S:
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WHEREAS, each of the Assignors is a party to the Credit Agreement,
dated as of August 5, 1999 (as amended, supplemented or otherwise modified from
time to time, the "Globalstar Credit Agreement"), among Globalstar, the
Assignors and Bank of America, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent");
WHEREAS, the obligations of Globalstar under the Globalstar Credit
Agreement are unconditionally guaranteed by the Assignee and SatCom, pursuant to
the Guarantee and Collateral Agreement, dated as of August 5, 1999 (the
"Guarantee"), made by the Assignee and SatCom in favor of Bank of America, as
collateral agent (in such capacity, the "Collateral Agent") under the Collateral
Agency Agreement, dated as of August 5, 1999 (the "Collateral Agency
Agreement"), among SatCom, the Assignee, the Parent, LSCC, the Administrative
Agent and the Collateral Agent;
WHEREAS, each of the Assignors wishes to sell, assign and transfer
to the Assignee, and the Assignee wishes to purchase from the Assignors, subject
to the terms and conditions hereof, all of the rights, obligations and
commitments of the Assignors under the Globalstar Credit Agreement (the
"Assignment");
WHEREAS, in connection with the Assignment, (a) all of the assets
of SatCom will be acquired by the Assignee (with SatCom to be liquidated) (the
"Reorganization"), and (b) SatCom and the Assignee will be released from their
obligations under the Guarantee as guarantors of the obligations of Globalstar
under the Globalstar Credit Agreement;
WHEREAS, as consideration for the Assignment, the Assignee (upon
consummation of the Reorganization) will enter into a Credit Agreement, in the
form attached hereto as Exhibit A (the "New Credit Agreement"), with the
Assignors and Bank of America, as administrative agent (the "Loral Satellite
Administrative Agent") pursuant to which the Assignee will, on the Effective
Date, undertake the obligations of the borrower thereunder and, without limiting
the foregoing, to repay loans outstanding thereunder in an aggregate principal
amount of
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$500,000,000 (such amount being equal to the aggregate principal amount of loans
outstanding under the Globalstar Credit Agreement) in accordance with the terms
thereof; and
WHEREAS, as a condition to the effectiveness (in addition to the
other conditions set forth herein) of the Assignment, (a) the Parent will
guarantee the obligations of the Assignee under the New Credit Agreement, and
(b) all of the security interests created by the Loral Entities pursuant to the
Security Documents, to secure their obligations in respect of the Globalstar
Credit Agreement, shall be amended to secure their obligations in respect of the
New Credit Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and for other good and valuable consideration, the
receipt of which is hereby acknowledged, each Assignor and the Assignee agree as
follows:
1. Defined Terms. Unless otherwise defined in this Agreement,
terms defined in the Globalstar Credit Agreement and used herein (and in
the recitals hereto) shall have the meanings given to them in the Globalstar
Credit Agreement.
2. Assignment of Credit Facilities.
(a) Each Assignor hereby irrevocably sells and assigns to
the Assignee, without recourse to such Assignor, and the Assignee hereby
irrevocably purchases and assumes from each Assignor without recourse to such
Assignor (except for breach by such Assignor of the representation and warranty
set forth in this Section 2(a)), as of the Effective Date, all of such
Assignor's rights and obligations under the Globalstar Credit Agreement with
respect to the credit facilities contained in the Globalstar Credit Agreement
(individually, an "Assigned Facility"; collectively, the "Assigned Facilities").
Each Assignor hereby represents and warrants (the "Assignor Representation and
Warranty") to the Assignee that the Assignor owns its interest in such Assigned
Facility free and clear of all liens and participations (except to the extent
the same are released on the Effective Date). Globalstar hereby acknowledges
that the amounts outstanding under each Assigned Facility are as set forth on
Schedule I hereto.
(b) Pursuant to subsection 9.6(c) of the Globalstar Credit
Agreement, each of Globalstar and the Administrative Agent hereby approves and
accepts the Assignment under this Agreement, effective as of the Effective Date.
(c) From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Facilities (including
payments of principal, interest and fees, including any accruing as of the date
hereof) to the Assignee.
(d) From and after the Effective Date, (i) the Assignee
shall be a party to the Globalstar Credit Agreement and shall have the rights
and obligations of a Lender thereunder and under the other Loan Documents and
shall be bound by the provisions thereof and (ii) the Assignors shall relinquish
their rights (other than rights which would survive the termination of the
Globalstar Credit Agreement) and shall be released from their obligations under
the Globalstar Credit Agreement. Without limiting the foregoing, each of the
Loral Entities hereby
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irrevocably and forever releases and discharges each Assignor from any and all
of its obligations, liabilities, duties and damages arising out of this
Agreement and the Globalstar Credit Agreement, except for a breach by such
Assignor of the Assignor Representation and Warranty. Notwithstanding the
foregoing, Bank of America agrees that it will continue to act as Administrative
Agent under and in accordance with the terms of the Globalstar Credit Agreement
as of the Effective Date.
3. Release; Reorganization. (a) Each of SatCom and the Assignee is
hereby released from all of their obligations and liabilities under the
Guarantee and the other Loan Documents as guarantors of the obligations of
Globalstar under the Globalstar Credit Agreement, and each party hereto hereby
acknowledges and agrees that the security interests created by the Loral
Entities pursuant to the Security Documents are to be amended to secure their
obligations in respect of the New Credit Agreement.
(b) Each of the parties hereto hereby consents to the
consummation of the Reorganization.
4. Acknowledgments. The Assignee confirms and agrees with the
Assignors and the Administrative Agent as follows:
(a) Each Assignor makes no representation or warranty and
assumes no responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Globalstar Credit Agreement or
with respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Globalstar Credit Agreement, any other Loan Document
or any other instrument or document furnished pursuant thereto, other than the
Assignor Representation and Warranty and (ii) the financial condition of the
Loan Parties or the performance or observance by the Loan Parties of any of
their respective obligations under the Globalstar Credit Agreement or any other
Loan Document or any other instrument or document furnished pursuant hereto or
thereto.
(b) Each Assignor attaches any Notes held by it evidencing
the Assigned Facilities and requests that the Administrative Agent, upon request
by the Assignee, exchange the attached Notes for a new Note or Notes payable to
the Assignee, in each case in amounts which reflect the Assignment being made
hereby.
(c) The Assignee has received a copy of the Globalstar
Credit Agreement, together with copies of the financial statements delivered
pursuant to subsection 3.1 thereof and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Agreement.
(d) The Assignee agrees that it will, independently and
without reliance upon the Assignors or the Administrative Agent and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Globalstar Credit Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto.
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(e) The Assignee appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under the Globalstar Credit Agreement, the other Loan Documents or
any other instrument or document furnished pursuant hereto or thereto as are
delegated to the Administrative Agent by the terms thereof, together with such
powers as are incidental thereto.
(f) The Assignee agrees that it will be bound by the
provisions of the Globalstar Credit Agreement and will perform in accordance
with its terms all the obligations which by the terms of the Globalstar Credit
Agreement are required to be performed by it as a Lender including, if it is
organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to subsection 2.19(b) of the Globalstar Credit Agreement.
5. Representations and Warranties of the Loral Entities. Each
Loral Entity hereby represents and warrants to each Assignor and to the
Administrative Agent as follows:
(a) Corporate Existence; Compliance with Law. Such Loral
Entity (i) is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation or organization, (ii) has the
corporate power and authority and the legal right to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (iii) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification, except to the extent that the failure to be so
qualified could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect (as defined in the New Credit Agreement), and (iv) is in
compliance with all Requirements of Law except to the extent that the failure to
comply therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect (as defined in the New Credit Agreement).
(b) Corporate Power; Authorization; Enforceable
Obligations. Such Loral Entity has the power and authority and the legal right
to make, deliver and perform this Agreement and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Agreement. No consent or authorization of, filing with or other act by or in
respect of any Governmental Authority is required in connection with the
execution, delivery, performance, validity or enforceability of this Agreement,
other than those which have been obtained or made and are in full force and
effect. This Agreement has been duly executed and delivered by such Loral
Entity. This Agreement constitutes a legal, valid and binding obligation of such
Loral Entity enforceable against such Loral Entity in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).
(c) No Legal Bar. The execution, delivery and performance
of this Agreement will not violate any Requirement of Law or any Contractual
Obligation applicable to such Loral Entity.
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(d) Satellite Orbit. Telstar 6 and Telstar 7 were placed
into and continue to be in proper geosynchronous orbit at 93(0) West Longitude
and 129(0) West Longitude, respectively, and no Constructive Failure (as defined
in the New Credit Agreement) or Partial Failure (as defined in the New Credit
Agreement) in respect of Telstar 6 or Telstar 7 has occurred.
6. Conditions to Effectiveness. The effectiveness of this
Agreement is subject to the satisfaction of each of the following conditions
(the date on which such conditions are first satisfied, the "Effective Date"),
and the Administrative Agent is authorized to confirm conclusively the
occurrence of the Effective Date on behalf of the parties hereto:
(a) Execution of this Agreement. The Administrative Agent
shall have received counterparts of this Agreement duly executed and delivered
by each Loral Entity, each Assignor, Globalstar and the Administrative Agent.
(b) Representations and Warranties. Each of the
representations and warranties made by the Loral Entities in or pursuant to this
Agreement and the New Credit Agreement and the other Loan Documents (as defined
in the New Credit Agreement) shall be true and correct on and as of the
Effective Date as if made on and as of such date.
(c) Reorganization. The Reorganization shall have been
consummated in accordance with applicable law and on terms and conditions
reasonably satisfactory to the Loral Satellite Administrative Agent, and all
approvals and consents required in connection therewith shall have been obtained
on reasonably satisfactory terms and conditions and shall be in full force and
effect.
(d) New Credit Agreement. The Loral Satellite
Administrative Agent shall have received counterparts of the New Credit
Agreement duly executed and delivered by the Assignee, the Assignors and the
Loral Satellite Administrative Agent.
(e) New Credit Agreement Loan Documents. The Loral
Satellite Administrative Agent shall have received (i) counterparts of the
Guarantee, substantially in the form of Exhibit E to the New Credit Agreement
duly executed and delivered by the Parent, (ii) counterparts of the Amended and
Restated Collateral Agency Agreement, substantially in the form of Exhibit G to
the New Credit Agreement and amending and restating the Collateral Agency
Agreement entered into in connection with the Globalstar Credit Agreement, duly
executed and delivered by each of the parties thereto, (iii) counterparts of the
Amended and Restated Pledge Agreement, substantially in the form of Exhibit I to
the New Credit Agreement and amending and restating the LSCC Pledge Agreement,
duly executed and delivered by LSCC, (iv) counterparts of the Cash Collateral
Agreement, substantially in the form of Exhibit J to the New Credit Agreement,
duly executed and delivered by the Assignee, (v) counterparts of the Collateral
Agreement, substantially in the form of Exhibit O to the New Credit Agreement,
duly executed and delivered by the Assignee, (vi) for the account of each Term
Lender (as defined in the New Credit Agreement) under the New Credit Agreement
requesting the same, a Term Note (as defined in the New Credit Agreement)
conforming to the requirements of the New Credit Agreement and executed by a
duly authorized officer of the Assignee, (vii) for the account of
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each Revolving Lender (as defined in the New Credit Agreement) requesting the
same, a Revolving Note (as defined in the New Agreement) conforming to the
requirements of the New Credit Agreement and executed by a duly authorized
officer of the Assignee, (viii) counterparts of the Amended and Restated Master
Lease Agreement, substantially in the form of Exhibit K to the New Credit
Agreement, duly executed and delivered by each of the parties thereto, (ix)
counterparts of the Amended and Restated Availability Agreement, substantially
in the form of Exhibit L to the New Credit Agreement, duly executed and
delivered by each of the parties thereto and (x) counterparts of the Amended and
Restated TT&C Agreement substantially in the form of Exhibit N to the New Credit
Agreement, duly executed and delivered by each of the parties thereto.
(f) Termination Agreement. The Loral Satellite
Administrative Agent shall have received counterparts of the Amended and
Restated Termination Agreement, substantially in the form of Exhibit B hereto,
duly executed and delivered by each of the parties thereto.
(g) Payments of Certain Amounts. All accrued interest, fees
and other amounts owing under the Globalstar Credit Agreement (including,
without limitation, amounts payable under subsection 2.20 thereof) shall have
been paid in full to the Administrative Agent for the account of the Assignors.
Notwithstanding the foregoing, the Administrative Agent shall have received from
the Assignee for the benefit of the Assignors an amount equal to all accrued
interest on the Loans outstanding under the Globalstar Credit Agreement and all
accrued Commitment Fees under subsection 2.8 of the Globalstar Credit Agreement.
(h) Legal Opinions. The Loral Satellite Administrative
Agent shall have received, with a photocopy counterpart for each Assignor, (i)
an opinion of Willkie Farr & Gallagher, counsel to the Loral Entities and
Globalstar, dated the Effective Date and addressed to the Administrative Agent,
the Loral Satellite Administrative Agent, the Collateral Agent and the
Assignors, substantially in the form of Exhibit B-1 to the New Credit Agreement,
(ii) an opinion of Avi Katz, Esq, Vice President of the Parent and the Assignee,
dated the Effective Date and addressed to the Administrative Agent, the
Collateral Agent and the Assignors, substantially in the form of Exhibit B-2 to
the New Credit Agreement, and given on the express instructions of the Parent,
(iii) an opinion of Appleby, Spurling & Kempe, special Bermuda counsel to the
Parent, dated the Effective Date and addressed to the Administrative Agent, the
Collateral Agent and the Assignors, substantially in the form of Exhibit B-3 to
the New Credit Agreement, and (iv) an opinion of Drinker Biddle & Reath L.L.P,
special Pennsylvania counsel to the Parent, dated the Effective Date and
addressed to the Administrative Agent, the Collateral Agent and the Assignors,
substantially in the form of Exhibit B-4 to the New Credit Agreement.
(i) Closing Certificate. The Loral Satellite Administrative
Agent shall have received, with a photocopy counterpart for each Assignor, a
Closing Certificate of Globalstar and each Loral Entity, dated the Effective
Date, substantially in the form of Exhibit C-1 to the New Credit Agreement with
respect to the Assignee, in the form of Exhibit C hereto with respect to
Globalstar and in the form of Exhibit C-2 to the New Credit Agreement with
respect to the other Loral Entities thereto, with appropriate insertions and
attachments,
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reasonably satisfactory in form and substance to the Administrative Agent and
its counsel, executed by a Responsible Officer of such Loan Party (as defined in
the New Credit Agreement).
(j) Audited Financial Statements of the Assignee. The Loral
Satellite Administrative Agent shall have received the audited financial
statements described in subsection 3.1(i) of the New Credit Agreement, which
financial statements shall have been reported on without a "going concern" or
like qualification or exception, or qualification arising out of the scope of
the audit.
(k) Unaudited Financial Statements. The Loral Satellite
Administrative Agent shall have received the unaudited consolidated financial
statements of the Assignee and its Subsidiaries described in subsection 3.1(ii)
of the New Credit Agreement, which financial statements shall have been prepared
in accordance with GAAP (except for the absence of notes).
(l) Lien Searches. The Loral Satellite Administrative Agent
shall have received the results of a recent lien search in each of the
jurisdictions and offices where assets of the Assignee and its Subsidiaries are
located or recorded and such searches shall reveal no Liens on any of the assets
of the Assignee or its Subsidiaries except for Liens permitted under subsection
6.3 of the New Credit Agreement.
(m) Fees. The Loral Satellite Administrative Agent and the
Assignors shall have received all fees and expenses required to be paid on or
before the Effective Date. Without limiting the foregoing, the Assignee shall
pay to each Assignor (unless waived by such Assignor) an amendment fee on the
Effective Date in an amount equal to 0.25% of the aggregate amount of its
outstanding Term Loans and Revolving Commitments under the Globalstar Credit
Agreement.
(n) No Default. No Default or Event of Default under the
New Credit Agreement shall have occurred and be continuing on the Effective Date
or after giving effect to the transaction consummated on such day.
(o) No Proceeding or Litigation; No Injunctive Relief. No
action, suit or proceeding before any arbitrator or any Governmental Authority
shall have been commenced, no investigation by any Governmental Authority shall
have been commenced, no action, suit, proceeding or investigation by any
Governmental Authority shall have been threatened and no Requirement of Law
shall have been enacted or proposed, in each case as of the Effective Date (i)
seeking to restrain, prevent or change the transactions contemplated by the New
Credit Agreement in whole or in part or questioning the validity or legality of
the transactions contemplated by this Agreement or the New Credit Agreement or
seeking damages in connection with such transactions or (ii) which could
reasonably be expected to have a Material Adverse Effect (as defined in the New
Credit Agreement).
(p) Consents, Licenses, Approvals, etc. The Loral Satellite
Administrative Agent shall have received true copies (certified to be such by a
Responsible Officer of the Assignee or other appropriate Person) of all
governmental consents, licenses and approvals required as of the Effective Date
in accordance with applicable law in connection with
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the execution, delivery, performance, validity and enforceability of this
Agreement or the New Credit Agreement and the other Loan Documents (as defined
in the New Credit Agreement) thereto and the borrowings contemplated thereunder.
(q) Additional Documents. The Loral Satellite
Administrative Agent shall have received each additional document, instrument,
legal opinion or item of information reasonably requested by it on or prior to
the Effective Date, including, without limitation, a copy of any debt
instrument, security agreement or other material contract to which any Loan
Party (as defined in the New Credit Agreement) or any Subsidiaries of the
Assignee may then be a party.
(r) Additional Matters. All corporate and other proceedings
and all documents, instruments and other legal matters in connection with the
transactions contemplated by the New Credit Agreement shall be reasonably
satisfactory in form and substance to the Loral Satellite Administrative Agent
and the Majority Lenders (as defined in the New Credit Agreement) as of the
Effective Date, and the Loral Satellite Administrative Agent shall have received
such other documents and legal opinions in respect of any aspect or consequence
of the transactions contemplated hereby or thereby as it shall reasonably
request on or prior to the Effective Date.
7. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
8. Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.
9. Amendments. This Agreement may not be amended except by an
instrument in writing executed by all of the parties hereto.
10. Integration. This Agreement represents the agreement of the
parties with respect to the subject matter hereof and there are no promises,
undertakings, representations or warranties by any party hereto relative to the
subject matter hereof not expressly set forth or referred to herein or in the
Loan Documents (as defined in the New Credit Agreement).
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11. WAIVERS OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR FOR ANY COUNTERCLAIM THEREIN.
12. Consent. Each of the Assignee and SatCom hereby consents to
the execution and delivery of the agreements described in Sections 6(e) and 6(f)
hereof.
13. Submission to Jurisdiction. Each of the Assignee and Satcom
hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action
or proceeding relating to the Asset Purchase Agreement, dated as of November 17,
2000 between the Assignee and SatCom (the "Asset Purchase Agreement"), and the
Bill of Sale, dated as of November 17, 2000 (the "Bill of Sale", together with
the Asset Purchase Agreement, the "Reorganization Documents") delivered pursuant
to the Asset Purchase Agreement, or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of America for
the Southern District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be
brought in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or that
such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;
(c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such party
at its address at c/o Loral SpaceCom Corporation, 600 Third Avenue, New York,
New York 10016;
(d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law,
any right it may have to claim or recover in any legal action or proceeding
referred to in this subsection any special, exemplary, punitive or consequential
damages.
14. Effective Date. The Administrative Agent hereby confirms that
the Effective Date occurred on November 17, 2000.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written by their respective duly
authorized officers.
LORAL SATELLITE, INC.
By: /s/ Janet T. Yeung
-----------------------------
Name: Janet T. Yeung
Title: Vice President and
Assistant Secretary
LORAL SATCOM LTD.
By: /s/ Janet T. Yeung
-----------------------------
Name: Janet T. Yeung
Title: Vice President and
Assistant Secretary
LORAL SPACE & COMMUNICATIONS
LTD.
By: /s/ Janet T. Yeung
-----------------------------
Name: Janet T. Yeung
Title: Vice President and
Assistant Secretary
LORAL SPACE & COMMUNICATIONS
CORPORATION
By: /s/ Janet T. Yeung
-----------------------------
Name: Janet T. Yeung
Title: Vice President and
Assistant Secretary
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GLOBALSTAR, L.P.
By: LORAL/QUALCOMM SATELLITE
SERVICES, L.P., as Managing General
Partner
By: LORAL/QUALCOMM
PARTNERSHIP, L.P., as General Partner
By: LORAL GENERAL PARTNER, INC.,
as General Partner
By: /s/ Avi Katz
------------------------------------
Name: Avi Katz
Title: Vice President and Secretary
BANK OF AMERICA, NATIONAL
ASSOCIATION, as Administrative Agent
and as an Assignee
By: /s/ Steve Aronowitz
-----------------------------
Name: Steve Aronowitz
Title: Managing Director
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AMERICAN MONEY MANAGEMENT CORP.,
as a Lender
By: /s/ David Meyer
-----------------------------
Name: David Meyer
Title: Vice President
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CREDIT LYONNAIS NEW YORK
BRANCH, as a Lender
By: /s/ Patrick McCarthy
-----------------------------
Name: Patrick McCarthy
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NATIONAL WESTMINSTER BANK PLC,
as a Lender
By: /s/ Harry Paschalidis
-------------------------------
Name: Harry Paschalidis
Title: Assistant Vice President
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PACIFICA PARTNERS I, L.P., as a Lender
By: Imperial Credit Asset Management
As its Investment Manager
By: /s/ Dean Kawai
-----------------------------
Name: Dean Kawai
Title: Vice President
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SOCIETE GENERALE S.A., as a Lender
By: /s/ Xavier Saudreau
-----------------------------
Name: Xavier Saudreau
Title: Vice President
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SYNDICATED LOAN FUNDING TRUST, as a
Lender
By: Lehman Commercial Paper Inc.,
Not in its individual capacity but
solely as Asset Manager
By: /s/ G. Andrews Keys
-----------------------------
Name: G. Andrews Keys
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TRANSAMERICA EQUIPMENT FINANCIAL
SERVICES CORPORATION, as a Lender
By: /s/ Shawn McAlister
-----------------------------
Name: Shawn McAlister
Title: V.P., Region Credit Manager
