exv10w88



 





Exhibit 10.88




SECOND AMENDMENT TO CREDIT AGREEMENT




          SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of September 17, 2007 (this “Amendment”), among
Herbalife International, Inc., a Nevada corporation (“Borrower”), Herbalife Ltd., a Cayman Islands
exempted company with limited liability (“Holdings”), and the other guarantors identified as such
on the signature pages hereto (together with Borrower and Holdings, the “Loan Parties”), and
Merrill Lynch Capital Corporation (“MLCC”), as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”), in connection with that certain Credit Agreement, dated as
of July 21, 2006, as amended by that certain First Amendment to Credit Agreement, dated as of June
21, 2007 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit
Agreement”), among the Loan Parties, the lenders party thereto from time to time (the “Lenders”),
the Administrative Agent, and MLCC, as collateral agent for the Secured Parties (as defined in the
Credit Agreement) (in such capacity, the “Collateral Agent”). Capitalized terms used herein but not
otherwise defined herein shall have the meanings given such terms in the Credit Agreement.




W I T N E S S E T H:




          WHEREAS, the Loan Parties, the Lenders named therein, the Administrative Agent and the other
parties thereto have entered into the Credit Agreement, and the Loan Parties and the Collateral
Agent have entered into the Security Agreement;




          WHEREAS, the Borrower has requested an increase in the amount of its revolving credit facility
in an aggregate principal amount of $150,000,000 (the “Revolving Facility Increase”);




          WHEREAS, the Borrower has asked the Administrative Agent to amend certain provisions of the
Credit Agreement related to the Revolving Facility Increase; and




          WHEREAS, the Administrative Agent is willing to consent to such amendments on the terms and
subject to the conditions set forth herein.




          NOW, THEREFORE, in consideration of the premises and the agreements herein contained, the Loan
Parties and the Administrative Agent hereby agree as follows:




ARTICLE I




AMENDMENTS TO CREDIT AGREEMENT




          Immediately upon the Effective Date (as defined in Article III below), the following
amendments to the Credit Agreement shall become operative:




          Section 1.1 Section 2.18. Section 2.18 of the Credit Agreement is hereby amended by adding
the following subsection (e):





          (e) Each of the Revolving Lenders having a Revolving Commitment prior to such
Increased Amount Date shall assign, or shall be deemed to have assigned, without
recourse, to any Additional Lender as of the Increased Amount Date, and such
Additional Lenders shall purchase, or shall be deemed to have purchased, from such
assigning Revolving Lenders, such interests in the Revolving Loans outstanding on
such Increased Amount Date as



 









 







shall be necessary in order that, after giving effect to all such assignments
and purchases, such Revolving Loans will be held by the Revolving Lenders ratably
in accordance with their Revolving Commitments after giving effect to such
increased Revolving Commitments. Such Additional Lenders shall fund any such
purchases on the Increased Amount Date. Borrower agrees to pay to the Revolving
Lenders on demand any and all amounts required by Section 2.13 resulting
from such assignment or purchase of the outstanding Revolving Loans.



          Section 1.2 Commitment Schedule. Annex II attached to the Credit Agreement is hereby deleted
in its entirety and replaced with the Annex II attached hereto as Exhibit B.




ARTICLE II




CONFIRMATION




          Each of the Loan Parties hereby confirms that all Loans issued or to be issued pursuant to the
Revolving Commitment, as increased by the Revolving Facility Increase, are and continue to
constitute “Secured Obligations” (under and as defined in the Security Agreement) and such Secured
Obligations are and continue to be secured by the Security Agreement Collateral.




ARTICLE III




CONDITIONS TO EFFECTIVENESS




          Immediately upon the satisfaction of all of the following conditions, the amendments contained
in Article I of this Amendment shall become effective (the date on which the applicable conditions
are satisfied being the “Effective Date”):





          (a) Amendment. The Administrative Agent shall have received a duly executed
counterpart of this Amendment from each of the Loan Parties and the Administrative Agent.




          (b) Representations and Warranties. Each of the representations and
warranties set forth in Article III of the Credit Agreement (as amended by this Amendment)
or in any other Loan Document shall be true and correct in all material respects (except
that any representation and warranty that is qualified as to “materiality” or “Material
Adverse Effect” shall be true and correct in all respects) on and as of the Effective Date
with the same effect as though made on and as of such Effective Date, except to the extent
such representations and warranties expressly relate to an earlier date (in which case
shall have been true and correct in all material respects (except that those that are
qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all
respects) on and as of such earlier date).




          (c) Default. No Default or Event of Default shall have occurred and be
continuing and no Default or Event of Default shall result from the Credit Facilities
Increase.




          (d) Officer’s Certificate. The Administrative Agent shall have received a
certificate, dated the Effective Date and signed by a Financial Officer of Borrower,



2









 







confirming compliance with the conditions precedent set forth in (b) and (c) of this
Article III.




          (e) Increase Documents. The Administrative Agent shall have received joinder
agreements in form and substance reasonably acceptable to it executed by each new Lender
and the Borrower.




          (f) Opinion of Counsel. The Administrative Agent shall have received, on
behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of Gibson,
Dunn & Crutcher LLP, special counsel for certain of the Loan Parties (A) in form reasonably
acceptable to the Administrative Agent, (B) dated the Effective Date, (C) addressed to the
Administrative Agent, the Issuing Bank, and the Lenders and (D) covering such other matters
relating to this Amendment, the other Loan Documents and the Revolving Facility Increase,
as the Administrative Agent shall reasonably request.




          (g) Requirements of Law. The Administrative Agent shall be satisfied that the
Revolving Facility Increase shall be in full compliance with all material Requirements of
Law, including Regulations T, U and X of the Board.




          (h) Patriot Act. The Administrative Agent shall have received all
documentation and other information required by bank regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including
without limitation the U.S.A. Patriot Act.




          (i) Fee Letter Amounts. The Borrower shall have paid all fees and expenses
due and payable pursuant to that certain Revolving Facility Increase Fee Letter, dated as
of August ___, 2007, by and between the Borrower, and the Administrative Agent.




          (j) Fees and Expenses. The Borrower shall have paid all fees and expenses
(including, without limitation, legal fees and expenses) payable pursuant to the Loan
Documents that have been invoiced on or prior to the date hereof.



ARTICLE IV




MISCELLANEOUS




          Section 4.1 Effect of Amendment. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect
the rights and remedies of any Agent or any Lender under the Loan Documents, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Loan Documents, all of which are ratified and affirmed in all respects
and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan
Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Loan Documents in similar or
different circumstances. This Amendment is a Loan Document executed pursuant to the Credit
Agreement and shall be construed, administered and applied in accordance with the terms and
provisions thereof.




3









 








          Section 4.2 No Representations by Lenders or Agents. The Loan Parties hereby
acknowledge that they have not relied on any representation, written or oral, express or implied,
by any Lender or any Agent, in entering into this Amendment.




          Section 4.3 Representations of the Loan Parties. Each Loan Party represents and
warrants to the Agents and the Lenders that (a) the execution, delivery and performance by it of
this Amendment are within such entity’s powers and have been duly authorized by all necessary
corporate, limited liability company or limited partnership action, (b) it has received all
necessary governmental, regulatory or other approvals for the execution and delivery of this
Amendment and the execution, delivery and performance by it of this Amendment do not and will not
contravene or conflict with any provision of (i) any law, (ii) any judgment, decree or order or
(iii) its articles of incorporation, bylaws, articles or certificate of formation, operating
agreement or partnership agreement, (c) the execution, delivery and performance by it of this
Amendment do not and will not contravene or conflict with or constitute a default under, or cause
any lien to arise under, any provision of any material agreement or instrument binding upon any
Loan Party or upon any of the respective property of a Loan Party and (d) this Amendment and the
Credit Agreement, as amended by this Amendment, are legal, valid and binding obligations of such
entity, enforceable against it in accordance with their respective terms. Each Loan Party further
represents and warrants to the Agents and the Lenders that (a) each of the representations and
warranties set forth in Article III of the Credit Agreement (as amended by this Amendment) or in
any other Loan Document are true and correct in all material respects (except that any
representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” are
true and correct in all respects) on and as of the Effective Date with the same effect as though
made on and as of such Effective Date, except to the extent such representations and warranties
expressly relate to an earlier date (in which case shall have been true and correct in all material
respects (except that those that are qualified as to “materiality” or “Material Adverse Effect” are
true and correct in all respects) on and as of such earlier date), (b) no Default or Event of
Default has occurred and is continuing and no Default or Event of Default will result from the
Credit Facilities Increase, and (c) no Material Adverse Change has occurred since December 31,
2005.




          Section 4.4 Successors and Assigns. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns permitted hereby and
by the Credit Agreement.




          Section 4.5 Headings. Article and section headings used herein are for convenience of
reference only, are not part of this Amendment and shall not affect the construction of, or be
taken into consideration in interpreting, this Amendment.




          Section 4.6 Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument, and any
party hereto may execute this Amendment by signing any such counterpart. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a
manually executed counterpart of this Amendment.




          Section 4.7 Costs and Expenses. Borrower agrees to pay all reasonable out-of-pocket
expenses incurred by any Agent and in connection with the preparation, execution and delivery,
administration of this Amendment and the other Loan Documents (whether or not the transactions
hereby or thereby contemplated shall be consummated).




          Section 4.8 Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE


4









 







          OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK).




          Section 4.9 Waiver. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHER LOAN DOCUMENT OR THE CREDIT
FACILITIES INCREASE CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 4.9.




          Section 4.10 Ratification of Guarantees. Each Loan Party hereby consents to this
Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of this
Amendment, each of the Guarantees to which it is a party is, and shall continue to be, in full
force and effect and each such Guarantee is hereby ratified and confirmed in all respects, except
that, on and after the effectiveness of this Amendment, each reference in such Guarantees to the
“Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement
shall mean and be a reference to the Credit Agreement as amended by this Amendment, and (b) the
Security Documents to which it is a party and all of the Security Agreement Collateral described
therein do, and shall continue to, secure the payment of all of the “Secured Obligations” (as
defined in the Security Agreement), including, without limitation, the loans made pursuant to the
Revolving Facility Increase secured thereby.




[remainder of page intentionally left blank]




5









 





          IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and
delivered as of the date first above written.




	 	 	 	 	 
	 	HERBALIFE INTERNATIONAL, INC.,

a Nevada corporation, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WH CAPITAL CORPORATION,

a Nevada corporation, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HERBALIFE INTERNATIONAL OF AMERICA, INC.,

a Nevada corporation, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HERBALIFE INTERNATIONAL OF EUROPE, INC.,

a California corporation, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HERBALIFE INTERNATIONAL COMMUNICATIONS, INC.,

a California corporation, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 









 






	 	 	 	 	 
	 	HERBALIFE INTERNATIONAL DISTRIBUTION, INC.,

a California corporation, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HERBALIFE TAIWAN, INC.,

a California corporation, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HERBALIFE INTERNATIONAL (THAILAND), LTD.,

a California corporation, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HERBALIFE INTERNATIONAL DO BRASIL LTDA.,

a corporation dually organized in Brazil and Delaware, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HERBALIFE LTD.,

a Cayman Islands exempted company with limited liability, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 









 






	 	 	 	 	 
	 	WH INTERMEDIATE HOLDINGS LTD.,

a Cayman Islands exempted company with limited liability, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HBL LTD.,

a Cayman Islands exempted company with limited liability, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HV HOLDINGS LTD.,

a Cayman Islands exempted company with limited liability, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HERBALIFE DISTRIBUTION LTD.,

a Cayman Islands exempted company with limited liability, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WH LUXEMBOURG HOLDINGS S.à.R.L.,

a Luxembourg corporation, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 









 






	 	 	 	 	 
	 	HLF LUXEMBOURG HOLDINGS S.à R.L.,

a Luxembourg corporation, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WH LUXEMBOURG INTERMEDIATE HOLDINGS S.à.R.L.,

a Luxembourg corporation, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	HERBALIFE INTERNATIONAL
LUXEMBOURG S.À.R.L.,

a Luxembourg corporation, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HERBALIFE LUXEMBOURG DISTRIBUTION S.à.R.L.,

a Luxembourg corporation, as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 








	 	 	 	 	 
	 	MERRILL LYNCH CAPITAL CORPORATION,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Annex II




Lenders’ Notice Information and Commitments




	 	 	 	 	 	 	 	 	 
	 	 	Revolving	 	Term Loan
	Lender	 	Commitment	 	Commitment
	Merrill Lynch Capital Corporation
	 	$	5,000,000	 	 	$	63,000,000	 
	 
	 	 	 	 	 	 	 	 
	Merrill Lynch Bank USA
	 	$	5,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	29,000,000	 	 	$	5,000,000	 
	 
	 	 	 	 	 	 	 	 
	Morgan Stanley Bank
	 	$	5,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	HSBC Bank USA, National Association
	 	$	26,000,000	 	 	$	20,000,000	 
	 
	 	 	 	 	 	 	 	 
	Cooperatieve Centrale
Raiffeisen-Boerenleenbank, B.A.
“Rabobank International”, New York
Branch
	 	$	26,000,000	 	 	$	20,000,000	 
	 
	 	 	 	 	 	 	 	 
	Bank of America, N.A.
	 	$	30,500,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Citicorp USA, Inc.
	 	$	16,500,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Fortis Capital Corp.
	 	$	19,000,000	 	 	$	15,000,000	 
	 
	 	 	 	 	 	 	 	 
	General Electric Capital Corporation
	 	$	0	 	 	$	20,000,000	 
	 
	 	 	 	 	 	 	 	 
	The Governor and Company of the
Bank of Ireland
	 	$	0	 	 	$	20,000,000	 
	 
	 	 	 	 	 	 	 	 
	Bayerische Hypo- Und Vereinsbank
AG, New York Branch
	 	$	5,000,000	 	 	$	10,000,000	 
	 
	 	 	 	 	 	 	 	 
	Union Bank of California, N.A.
	 	$	10,000,000	 	 	$	10,000,000	 
	 
	 	 	 	 	 	 	 	 
	The CIT Group/Equipment Financing,
Inc.
	 	$	0	 	 	$	10,000,000	 
	 
	 	 	 	 	 	 	 	 
	Comerica West Incorporated
	 	$	12,000,000	 	 	$	7,000,000	 
	 
	 	 	 	 	 	 	 	 
	U.S. Bank National Association
	 	$	14,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	KeyBank National Association
	 	$	14,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Goldman Sachs Credit Partners L.P.
	 	$	5,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Wachovia Bank, NA
	 	$	14,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	SunTrust Bank
	 	$	14,000,000	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	250,000,000	 	 	$	200,000,000	 






 









 





Merrill Lynch Capital Corporation




Merrill Lynch Capital Corporation

4 World Financial Center

22nd Floor

New York, NY 10080

Attention: Chris DiBiase

Phone: (212) 449-2879

Telecopy No.: (212) 738-1186




Merrill Lynch Bank USA




15 West South Temple, Suite 300

Salt Lake City, UT 84101

Attention: Dave Millett

Phone: (801) 526-6814

Telecopy No.: (801) 531-7470




Morgan Stanley Bank




One Pierrepont Plaza, 7th Floor

300 Cadman Plaza West

Brooklyn, NY 10019

Attention: Erma Dell’Aquila / Edward Henley

Phone: (718) 754-7286

Telecopy No.: (718) 7854-7249




JPMorgan Chase Bank, N.A.




JPMorgan Chase Bank, N.A.

650 Town Center Drive, Suite 1000

Costa Mesa, CA 92626

Attention: Anna Ruiz

Phone: (714) 957-7044

Telecopy No.: (310) 975-1353; and




J.P. Morgan Securities Inc.

1999 Avenue of the Stars

Floor 27

Los Angeles, CA 90067-6022

Attention: Sanjna Daphtary

Phone: (310) 860-7283

Telecopy No.: (310) 860-7110




U.S. Bank National Association




1331 N. California Blvd., Suite 350, SF-CA-WCCB

Walnut Creek, CA 94596

Attention: R. Clay Jackson, Senior Vice President

Phone: (925) 942-9478

Telecopy No. (925) 945-6919




HSBC Bank USA, National Association




HSBC Bank USA, National Association

660 S. Figueroa Street, Suite 800

Los Angeles, CA 90017

Attention: Steven Brennan

Phone: (213) 553-8003

Telecopy No.: (213) 553-8056




 









 





Cooperatieve Centrale Raiffeisen-

Boerenleenbank, B.A. “Rabobank

International”, New York Branch




Rabobank Support Services, Inc.

Corp. Services – Loan Admin.

10 Exchange Place, 16th Floor

Jersey City, NJ 07302

Attention: Alishia Hazell

Phone: (201) 449-5319

Telecopy No.: (201) 449-5326; and




Rabobank International

13355 Noel Road, Suite 1000

Dallas, TX 75240

Attention: J. David Thomas

Phone: (972) 419-5266

Telecopy No.: (972) 419-6315




Citicorp USA, Inc.




Citicorp USA, Inc.

388 Greenwich Street, 21st Floor

New York, NY 10013

Attention: Rory Boyle

Phone: (212) 816-7964

Telecopy No.: (646)291-1866




General Electric Capital Corporation




General Electric Capital Corporation

Corporate Financial Services

201 Merritt 7, P.O. Box 5201

Norwalk, CT 06856-5201

Attention: Ante Sucic

Phone: (203) 956-4223

Telecopy No.: (203) 956-4003




Bank of America, N.A.




Bank of America, N.A.

333 South Hope Street, Suite 1300

Los Angeles, CA 90071-1406

Attention: Matthew Koenig

Phone: (213) 621-7190

Telecopy No.: (213) 621-3612




Fortis Capital Corp.




Fortis Capital Corp.

Two Emarcadero Center, Suite 1330

San Francisco, CA 94111

Attention: Ignacio Solveyra

Phone: (415) 283-3009

Telecopy No.: (415) 283-3013




The
Governor and Company of the Bank of Ireland




The Governor and Company of the Bank of Ireland

Bank of Ireland Leveraged Finance

U.S. Representative Office

75 Holly Hill Lane

Greenwich, CT 06830

Attention: Eimear Lillis

Phone: (203) 861-8969

Telecopy No.: (203) 552-0656




 









 





Bayerische Hypo- Und Vereinsbank AG,

New York Branch




Bayerische Hypo- Und Vereinsbank AG, New

York Branch

150 East 42nd Street

New York, NY 10017

Attention: Yoram Dankner

Phone: (212) 672-5446

Telecopy No.: (212) 672-5530




The CIT Group/Equipment Financing, Inc.




The CIT Group/Equipment Financing, Inc.

CIT Syndicated Loan Group

One Stamford Plaza, 263 Tresser Blvd, 9th

Floor

Stamford, CT 06901

Attention: Vincent J. Devito

Phone: (203) 564-1423

Telecopy No.: (203) 564-1482




KeyBank National Association




127 Public Square

Cleveland, Ohio 44114

Attention: Adam Freeman

Phone: (216) 689-0889

Telecopy No.: (216) 689-4981




Goldman Sachs Credit Partners L.P.




30 Hudson Street, 17th Floor

Jersey City, NJ 07302

Attention: Philip Green

Phone: (212) 357-7570

Telecopy No.: (212) 357-4597




Union Bank of California, N.A.




Union Bank of California, N.A.

445 S. Figueroa Street 10/F

Los Angeles, CA 90071

Attention: Rafael Vistan

Phone: (213) 236-7688

Telecopy No.: (213) 236-7637




Comerica West Incorporated




Comerica Bank

611 Anton Boulevard, 4th Floor

Costa Mesa, CA 92626

Attention: Steve Clear

Phone: (714) 433-3227

Telecopy No.: (714) 433-3236




SunTrust Bank




303 Peachtree St., NE – 3rd Floor

Atlanta, GA 30308

Attention: Don Besch

Phone: (404) 575-2649

Telecopy No.: (404) 575-2693




Wachovia Bank, NA




1800 Century Park East, Suite 500

Los Angeles, CA 90067

Attention: Garry Handelman

Phone: (310) 789-8943

Telecopy No.: (310) 789-5025