**Exhibit 10.56**

 

Execution Copy

 

**AMENDMENT AND WAIVER AGREEMENT NO. 5TOCREDIT AGREEMENT**

 

AMENDMENT AND WAIVER AGREEMENT NO. 5 dated as of July 3, 2003 (this “Agreement”),to that certain Credit Agreement (as amended, modified, restated orsupplemented from time to time, the “Credit Agreement”), dated as ofJune 20, 2002, made by and among Manufacturers’ Services Limited, a Delawarecorporation (the “Parent”), Manufacturers’ Services Salt Lake CityOperations, Inc., a Delaware corporation (“MSSLCO”), Manufacturers’Services Western U.S. Operations, Inc., a California corporation (“MSWUSO”),Manufacturers’ Services Central U.S. Operations, Inc., a Minnesota corporation(“MSCUSO”), MSL Lowell Operations, Inc., a Delaware corporation (“MSLLO”),MSL Midwest Operations, Inc., a Delaware corporation (“MSLMO”; andtogether with the Parent, MSSLCO, MSWUSO, MSCUSO and MSLLO, each a “Borrower”and, collectively, the “Borrowers”), the financial institutions partythereto from time to time (the “Lenders”), Bank of America, N.A., asadministrative agent (in such capacity, together with any successor in suchcapacity, the “Administrative Agent”), Credit Suisse First Boston,Cayman Islands Branch, as syndication agent, General Electric CapitalCorporation, as documentation agent, and Banc of America Securities LLC andCredit Suisse First Boston, Cayman Islands Branch, as co-book managers andco-lead arrangers, and the Guarantors party thereto.

 

The Borrowers, the Guarantors, the Majority Lenders and theAdministrative Agent desire to waive and amend certain provisions of the CreditAgreement.

 

NOW, THEREFORE, subject to the conditions precedent set forth inSection 4 hereof, the Borrowers, the Guarantors, the Majority Lenders and theAdministrative Agent hereby agree as follows:

 

SECTION 1      CAPITALIZEDTERMS.

 

1.1                                 Capitalized terms usedherein and not defined herein shall have the respective meanings assigned tosuch terms in the Credit Agreement.

 

SECTION 2      WAIVERSTO THE CREDIT AGREEMENT.

 

2.1                                 The AdministrativeAgent and the Majority Lenders hereby waive the requirement under clause (iv)of the defined term Permitted Acquisition as it relates to the acquisition bythe Parent of certain assets of Groupe Ingenico (the “Ingenico Acquisition”);provided, that (i) the consideration paid by the Parent in respect ofthe Ingenico Acquisition shall consist solely of (x) proceeds from the issuanceof the Parent’s Series B Convertible Preferred Stock pursuant to the Series BEquity Agreements, (y) funds available to or generated by Foreign Subsidiaries(other than monies loaned or contributed to any of such Foreign Subsidiaries bythe Parent or any of its Domestic Subsidiaries) and (z) common stock of theParent

 

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and (ii) all agreements, documents and instruments executed inconnection with the Ingenico Acquisition shall in form, scope and substancereasonably satisfactory to the Administrative Agent.

 

2.2                                 Except for thespecific waiver set forth in this Section 2, nothing herein shall be deemed tobe a waiver of any covenant or agreement contained in the Credit Agreement, andthe Borrowers and Guarantors hereby agree that all of the covenants andagreements contained in the Credit Agreement are hereby ratified and confirmedin all respects.

 

SECTION 3      AMENDMENTSTO THE LOAN AND SECURITY AGREEMENT.

 

3.1                                 Annex A to the CreditAgreement is hereby amended by adding the following defined term in the correctalphabetical order:

 

“Series B Equity Agreements” means, collectively, (i) theRegistration Rights Agreement, dated on or about July 1, 2003, among theParent, U.S. Bancorp Piper Jaffray, RBC Dain Rauscher, Inc. and the buyersreferred to therein, (ii) the Securities Purchase Agreement, dated on or aboutJuly 1, 2003, between the Parent and the buyers referred to therein, (iii) theWarrant executed by the Parent, dated on or about July 1, 2003, (iv) theManufacturers’ Services Limited Private Placement Memorandum, dated on or aboutJuly 1, 2003 and (v) the Certificate of Designations executed by the Parent onor about July 1, 2003.

 

3.2                                 The definition of“EBITDA” in Appendix A to the Credit Agreement is hereby amended by adding thefollowing subclause (w) immediately before subclause (x) appearing in clause(b) thereof:

 

(w) severance, cash restructuring and other one-time cash charges inthe fiscal quarters of the Parent ending September 30, 2003 and/or December 31,2003, but solely to the extent any such severance, cash restructuring or otherone-time cash charges are paid with proceeds from the issuance of the Parent’sSeries B Convertible Preferred Stock pursuant to the Series B EquityAgreements,

 

3.3                                 The definition of“Equity Agreements” in Appendix A to the Credit Agreement is hereby amended by(a) deleting the word “and” at the end of clause (iv) thereof and substituting“,” therefor, (b) deleting the “.” at the end of clause (v) thereof andsubstituting “and” therefor and (c) adding a new clause (vi) which read asfollows:

 

(vi) the Series B Equity Agreements.

 

3.4                                 The definition of“Fixed Charges” in Appendix A to the Credit Agreement is hereby amended by (a)adding a “(i)” immediately before the word “Debt” appearing in the fourth linethereof and (b) adding “or (ii) proceeds from the

 

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issuance of the Parent’s Series B Convertible Preferred Stock pursuantto the Series B Equity Agreements” immediately after the words “such Debt”appearing in the fifth line thereof.

 

3.5                                 Section 5.2 of theCredit Agreement is hereby amended by adding a new clause (r) after clause (q)thereof which reads as follows:

 

(r)  With each of the annualaudited Financial Statements delivered pursuant to Section 5.2(a) andeach of the quarterly Financial Statements delivered pursuant to Section5.2(b), a certificate of the chief financial officer, chief accountingofficer or treasurer of the Parent setting forth the aggregate amount of cashproceeds from issuance of the Parent’s Series B Convertible Preferred Stockused by the Parent (including any such proceeds contributed or loaned by theParent to any Subsidiary) during the period covered in such FinancialStatements (in the case of each of the quarterly Financial Statements deliveredpursuant to Section 5.2(b)) and for the fiscal quarter of the Parentending on the last day of the Fiscal Year covered in such Financial Statements(in the case of each of the Financial Statements delivered pursuant to Section 5.2(a))and the uses of such cash proceeds by the Parent or any of its Subsidiariesduring such period.

 

3.6                                 Section 7.10 of theCredit Agreement is hereby amended by deleting “270 days” where it appears inthe first line thereof and substituting “450 days” therefor.

 

3.7                                 Section 7.15(f) of theCredit Agreement is hereby amended by adding “and Debt permitted by clause (n)below” after the words “Closing Date” appearing in the parenthetical in clause(ii) thereof.

 

3.8                                 Section 7.15 of theCredit Agreement is hereby further amended by (a) deleting the word “and” atthe end of clause (1) thereof, (b) deleting the “.” at the end of clause (m)thereof and substituting “; and” therefor” and (c) adding a new clause (n)which read as follows:

 

(n)  unsecured Debt of anyForeign Subsidiary to the Parent representing loans to Foreign Subsidiaries ofthe net cash proceeds received by the Parent from the issuance of its Series BConvertible Preferred Stock pursuant to the Series B Equity Agreements.

 

3.9                                 Section 7.33 of theCredit Agreement is hereby amended by deleting “270 days after the ClosingDate” where it appears in clause (i) thereof and substituting “October 30, 2003”therefor.

 

SECTION 4      CONDITIONSPRECEDENT.  This Agreement shallbecome effective on such date as the following conditions shall have beensatisfied in full:

 

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4.1                                 Counterparts of thisAgreement executed by the Borrowers, the Guarantors, the Majority Lenders andthe Administrative Agent shall have been delivered to the Administrative Agent.

 

4.2                                 The AdministrativeAgent shall have received a copy, certified by a Responsible Officer of theParent as true, correct and complete, of the Series B Equity Agreements asoriginally executed and delivered, together with all schedules and exhibitsthereto, and every other agreement, instrument and document entered into orexecuted in connection therewith, which in each case shall be in form, scopeand substance satisfactory to the Administrative Agent.

 

4.3                                 The Borrowers shallhave paid to the Administrative Agent, for the ratable benefit of the Lenderswho have delivered to the Administrative Agent an executed signature page tothis Agreement prior to 2:00 p.m. on July 3, 2003, an amendment fee in theamount of $150,000.

 

SECTION 5      ADDITIONALAGREEMENT.

 

5.1                                 The AdministrativeAgent, the Majority Lenders, the Borrowers and the Guarantors hereby agree thatthe items listed in Section 4 of Waiver and Undertaking Agreement No. 3 toCredit Agreement, dated as of February12, 2003, among the Administrative Agent,the Majority Lenders, the Majority Revolving Lenders, the Majority TermLenders, the Borrowers and the Guarantors shall be satisfied on or prior toSeptember 15, 2003 (and the Borrowers and Guarantors agree that the failure tosatisfy any of such items on or prior to September 15, 2003 shall be an Eventof Default).

 

SECTION 6.     MISCELLANEOUS

 

6.1                                 Each of the Borrowersreaffirms and restates the representations and warranties set forth in Article6 of the Credit Agreement and all such representations and warranties shall betrue and correct on the date hereof with the same force and effect as if madeon such date (except insofar as such representation and warranties relateexpressly to an earlier date, in which case such representations and warrantiesshall be true and correct as of such earlier date).  Each of the Borrowers and Guarantors represents and warrants(which representations and warranties shall survive the execution and deliveryhereof) to the Administrative Agent and the Lenders that:

 

(a)           Ithas the corporate power and authority to execute, deliver and carry out theterms and provisions of this Agreement and has taken or caused to be taken allnecessary corporate action to authorize the execution, delivery and performanceof this Agreement;

 

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(b)           Noconsent of any other person (including, without limitation, shareholders orcreditors of any Borrower or Guarantor), and no action of, or filing with anygovernmental or public body or authority is required to authorize, or isotherwise required in connection with the execution, delivery and performanceof this Agreement;

 

(c)           ThisAgreement and the other instruments and documents contemplated hereby have beenduly executed and delivered by a duly authorized officer on behalf of suchparty, and constitute a legal, valid and binding obligation of such partyenforceable against such party in accordance with its terms, subject tobankruptcy, reorganization, insolvency, moratorium and other similar lawsaffecting the enforcement of creditors’ rights generally and the exercise ofjudicial discretion in accordance with general principles of equity; and

 

(d)           Theexecution, delivery and performance of this Agreement and the other instrumentsand documents contemplated hereby will not violate any law, statute orregulation, or any order or decree of any court or governmentalinstrumentality, or conflict with, or result in the breach of, or constitute adefault under any contractual obligation of such party.

 

6.2                                 Except as hereinexpressly amended or waived, nothing herein shall be deemed to be a waiver ofor amendment to any covenant or agreement contained in the Credit Agreement,and each Borrower and Guarantor hereby agrees that all of the covenants andagreements contained in the Credit Agreement and the other Loan Documents arehereby ratified and confirmed in all respects and shall remain in full forceand effect in accordance with their respective terms.

 

6.3                                 All references to theCredit Agreement in the Credit Agreement or any other Loan Document and theother documents and instruments delivered pursuant to or in connectiontherewith shall mean the Credit Agreement as modified hereby and as the CreditAgreement may in the future be amended, restated, supplemented or modified fromtime to time.

 

6.4                                 This Agreement may beexecuted by the parties hereto individually or in combination, in one or morecounterparts, each of which shall be an original and all of which shallconstitute one and the same agreement.

 

6.5                                 Delivery of anexecuted counterpart of a signature page by telecopier shall be effective asdelivery of a manually executed counterpart.

 

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6.6                                 This Agreement shallbe governed by, and construed and interpreted in accordance with, the laws ofthe State of New York.

 

6.7                                 The parties heretoshall, at any time and from time to time following the execution of thisAgreement, execute and deliver all such further instruments and take all suchfurther action as may be reasonably necessary or appropriate in order to carryout the provisions of this Agreement.

 

**[Remainder of page intentionally left blank]**

 

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IN WITNESS WHEREOF, the parties have entered into this Agreement on thedate first above written.

 
|   | **“BORROWERS”**                                     |            |
|--------|---------------------------------------------------------------|-----------------|
|   |                                                          |            |   |
|   | MANUFACTURERS’ SERVICES LIMITED                          |
|   |                                                          |            |   |
|   | By:                                                           | /s/ Sean Lannan |   |
|   | Title:                                                        | Treasurer       |   |
|   |                                                          |            |   |
|   |                                                          |            |   |
|   | MANUFACTURERS’ SERVICES SALT LAKE  CITY OPERATIONS, INC. |
|   |                                                          |            |   |
|   | By:                                                           | /s/ Sean Lannan |   |
|   | Title:                                                        | Treasurer       |   |
|   |                                                          |            |   |
|   |                                                          |            |   |
|   | MANUFACTURERS’ SERVICES WESTERN  U.S. OPERATIONS, INC.   |
|   |                                                          |            |   |
|   | By:                                                           | /s/ Sean Lannan |   |
|   | Title:                                                        | Treasurer       |   |
|   |                                                          |            |   |
|   |                                                          |            |   |
|   | MANUFACTURERS’ SERVICES CENTRAL U.S.  OPERATIONS, INC.   |
|   |                                                          |            |   |
|   | By:                                                           | /s/ Sean Lannan |   |
|   | Title:                                                        | Treasurer       |   |
|   |                                                          |            |   |
|   |                                                          |            |   |
|   | MSL LOWELL OPERATIONS, INC.                                   |
|   |                                                          |            |   |
|   | By:                                                           | /s/ Sean Lannan |   |
|   | Title:                                                        | Treasurer       |   |
|   |                                                          |            |   |
|   |                                                          |            |   |
|   | MSL MIDWEST OPERATIONS, INC.                                  |
|   |                                                          |            |   |
|   | By:                                                           | /s/ Sean Lannan |   |
|   | Title:                                                        | Treasurer       |   |

 

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|   | **“GUARANTORS”**                                    |
|--------|---------------------------------------------------------------|
|   |                                                          |   |   |
|   | MANUFACTURERS’ SERVICES LIMITED                          |
|   |                                                          |   |   |
|   | By:                                                           | /s/ Sean Lannan |   |
|   | Title:                                                        | Treasurer |   |
|   |                                                          |   |   |
|   |                                                          |   |   |
|   | MANUFACTURERS’ SERVICES SALT LAKE  CITY OPERATIONS, INC. |
|   |                                                          |   |   |
|   | By:                                                           | /s/ Sean Lannan |   |
|   | Title:                                                        | Treasurer |   |
|   |                                                          |   |   |
|   |                                                          |   |   |
|   | MANUFACTURERS’ SERVICES WESTERN  U.S. OPERATIONS, INC.   |
|   |                                                          |   |   |
|   | By:                                                           | /s/ Sean Lannan |   |
|   | Title:                                                        | Treasurer |   |
|   |                                                          |   |   |
|   |                                                          |   |   |
|   | MANUFACTURERS’ SERVICES CENTRAL U.S.  OPERATIONS, INC.   |
|   |                                                          |   |   |
|   | By:                                                           | /s/ Sean Lannan |   |
|   | Title:                                                        | Treasurer |   |
|   |                                                          |   |   |
|   |                                                          |   |   |
|   | MSL LOWELL OPERATIONS, INC.                                   |
|   |                                                          |   |   |
|   | By:                                                           | /s/ Sean Lannan |   |
|   | Title:                                                        | Treasurer |   |
|   |                                                          |   |   |
|   |                                                          |   |   |
|   | MSL MIDWEST OPERATIONS, INC.                                  |
|   |                                                          |   |   |
|   | By:                                                           | /s/ Sean Lannan |   |
|   | Title:                                                        | Treasurer |   |
|   |                                                          |   |   |
|   |                                                          |   |   |
|   | MSL SPV SPAIN, INC.                                           |
|   |                                                          |   |   |
|   | By:                                                           | /s/ Sean Lannan |   |
|   | Title:                                                        | Treasurer |   |

 

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|   | MSL HOLDINGS, INC.                                  |            |
|--------|-----------------------------------------------------|-----------------|
|   |                                                |            |   |
|   | By:                                                 | /s/ Sean Lannan |   |
|   | Title:                                              | Treasurer       |   |
|   |                                                |            |   |
|   |                                                |            |   |
|   | MSL INTERNATIONAL HOLDINGS, INC.                    |
|   |                                                |            |   |
|   | By:                                                 | /s/ Sean Lannan |   |
|   | Title:                                              | Treasurer       |   |
|   |                                                |            |   |
|   |                                                |            |   |
|   | **“ADMINISTRATIVE AGENT”**                |
|   |                                                |            |   |
|   | BANK OF AMERICA, N.A., as the  Administrative Agent |
|   |                                                |            |   |
|   | By:                                                 |            |   |
|   | Title:                                              |            |   |
|   |                                                |            |   |
|   |                                                |            |   |
|   | **“REVOLVING LENDERS”**                   |
|   |                                                |            |   |
|   | BANK OF AMERICA, N.A.                               |            |
|   |                                                |            |   |
|   | By:                                                 |            |   |
|   | Title:                                              |            |   |
|   |                                                |            |   |
|   |                                                |            |   |
|   | CREDIT SUISSE FIRST BOSTON, CAYMAN  ISLANDS BRANCH  |
|   |                                                |            |   |
|   | By:                                                 |            |   |
|   | Title:                                              |            |   |
|   |                                                |            |   |
|   |                                                |            |   |
|   | GENERAL ELECTRIC CAPITAL  CORPORATION               |
|   |                                                |            |   |
|   | By:                                                 |            |   |
|   | Title:                                              |            |   |
|   |                                                |            |   |
|   |                                                |            |   |
|   | UPS CAPITAL CORPORATION                             |            |
|   |                                                |            |   |
|   | By:                                                 |            |   |
|   | Title:                                              |            |   |

 

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|   | MSL HOLDINGS, INC.                                  |            |
|--------|-----------------------------------------------------|-----------------|
|   |                                                |            |   |
|   |                                                |            |   |
|   | By:                                                 |            |   |
|   | Title:                                              |            |   |
|   |                                                |            |   |
|   |                                                |            |   |
|   | MSL INTERNATIONAL HOLDINGS, INC.                    |
|   |                                                |            |   |
|   | By:                                                 |            |   |
|   | Title:                                              |            |   |
|   |                                                |            |   |
|   |                                                |            |   |
|   | **“ADMINISTRATIVE AGENT”**                |
|   |                                                |            |   |
|   | BANK OF AMERICA, N.A., as the  Administrative Agent |
|   |                                                |            |   |
|   | By:                                                 | /s/ [ILLEGIBLE] |   |
|   | Title:                                              | Vice President  |   |
|   |                                                |            |   |
|   |                                                |            |   |
|   | **“REVOLVING LENDERS”**                   |            |
|   |                                                |            |   |
|   | BANK OF AMERICA, N.A.                               |            |
|   |                                                |            |   |
|   | By:                                                 | /s/ [ILLEGIBLE] |   |
|   | Title:                                              | Vice President  |   |
|   |                                                |            |   |
|   |                                                |            |   |
|   | CREDIT SUISSE FIRST BOSTON, CAYMAN  ISLANDS BRANCH  |
|   |                                                |            |   |
|   | By:                                                 |            |   |
|   | Title:                                              |            |   |
|   |                                                |            |   |
|   |                                                |            |   |
|   | GENERAL ELECTRIC CAPITAL  CORPORATION               |
|   |                                                |            |   |
|   | By:                                                 |            |   |
|   | Title:                                              |            |   |
|   |                                                |            |   |
|   |                                                |            |   |
|   | UPS CAPITAL CORPORATION                             |            |
|   |                                                |            |   |
|   | By:                                                 |            |   |
|   | Title:                                              |            |   |
|        |                                                     |                 |  |  |  |

 

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|   | MSL HOLDINGS, INC.                                                   |
|--------|----------------------------------------------------------------------|
|   |                                                                 |
|   |                                                                 |
|   | By:                                                                  |   |   |
|   | Title:                                                               |   |   |
|   |                                                                 |   |   |
|   |                                                                 |   |   |
|   | MSL INTERNATIONAL HOLDINGS, INC.                                     |
|   |                                                                 |   |   |
|   |                                                                 |   |   |
|   | By:                                                                  |   |   |
|   | Title:                                                               |   |   |
|   |                                                                 |   |   |
|   |                                                                 |   |   |
|   | **“ADMINISTRATIVE AGENT”**                                 |
|   |                                                                 |   |   |
|   | BANK OF AMERICA, N.A., as the Administrative Agent                   |
|   |                                                                 |   |   |
|   | By:                                                                  |   |   |
|   | Title:                                                               |   |   |
|   |                                                                 |   |   |
|   |                                                                 |   |   |
|   | **“REVOLVING LENDERS”**                                    |   |
|   |                                                                 |   |   |
|   | BANK OF AMERICA, N.A.                                                |   |
|   |                                                                 |   |   |
|   | By:                                                                  |   |   |
|   | Title:                                                               |   |   |
|   |                                                                 |   |   |
|   |                                                                 |   |   |
|   | CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH |
|   |                                                                 |   |   |
|   | By:                                                                  | /s/ Robert Hetu |   | /s/ Doreen B. Welch |
|   | Title:                                                               | ROBERT HETU |   | DOREEN B. WELCH |
|   |                                                                 | DIRECTOR |   | ASSOCIATE |
|   |                                                                 |   |   |
|   | GENERAL ELECTRIC CAPITAL  CORPORATION                                |
|   |                                                                 |
|   | By:                                                                  |   |   |
|   | Title:                                                               |   |   |
|   |                                                                 |
|   |                                                                 |
|   | UPS CAPITAL CORPORATION                                              |
|   |                                                                 |
|   | By:                                                                  |   |   |
|   | Title:                                                               |   |   |
|        |                                                                      |  |  |  |  |  |  |

 

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|   | MSL HOLDINGS, INC.                                 |
|--------|----------------------------------------------------|
|   |                                               |
|   |                                               |
|   | By:                                                |   |   |
|   | Title:                                             |   |   |
|   |                                               |   |   |
|   |                                               |   |   |
|   | MSL INTERNATIONAL HOLDINGS, INC.                   |
|   |                                               |   |   |
|   |                                               |   |   |
|   | By:                                                |   |   |
|   | Title:                                             |   |   |
|   |                                               |   |   |
|   |                                               |   |   |
|   | **“ADMINISTRATIVE AGENT”**               |
|   |                                               |   |   |
|   | BANK OF AMERICA, N.A., as the Administrative Agent |   |
|   |                                               |   |   |
|   | By:                                                |   |   |
|   | Title:                                             |   |   |
|   |                                               |   |   |
|   |                                               |   |   |
|   | **“REVOLVING LENDERS”**                  |   |
|   |                                               |   |   |
|   | BANK OF AMERICA, N.A.                              |   |
|   |                                               |   |   |
|   | By:                                                |   |   |
|   | Title:                                             |   |   |
|   |                                               |   |
|   |                                               |   |
|   | CREDIT SUISSE FIRST BOSTON, CAYMAN  ISLANDS BRANCH |
|   |                                               |   |
|   | By:                                                |   |   |
|   | Title:                                             |   |   |
|   |                                               |   |
|   |                                               |   |
|   | GENERAL ELECTRIC CAPITAL  CORPORATION              |
|   |                                               |
|   | By:                                                | /s/ [ILLEGIBLE] |   |
|   | Title:                                             | Its Only Authorized Signatory |   |
|   |                                               |
|   |                                               |
|   | UPS CAPITAL CORPORATION                            |
|   |                                               |
|   | By:                                                |   |   |
|   | Title:                                             |   |   |
|        |                                                    |  |  |  |  |  |  |  |

 

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|   | MSL HOLDINGS, INC.                                 |
|--------|----------------------------------------------------|
|   |                                               |
|   |                                               |
|   | By:                                                |   |   |
|   | Title:                                             |   |   |
|   |                                               |   |   |
|   |                                               |   |   |
|   | MSL INTERNATIONAL HOLDINGS, INC.                   |
|   |                                               |   |   |
|   |                                               |   |   |
|   | By:                                                |   |   |
|   | Title:                                             |   |   |
|   |                                               |   |   |
|   |                                               |   |   |
|   | **“ADMINISTRATIVE AGENT”**               |
|   |                                               |   |   |
|   | BANK OF AMERICA, N.A., as the Administrative Agent |   |
|   |                                               |   |
|   | By:                                                |   |   |
|   | Title:                                             |   |   |
|   |                                               |   |   |
|   |                                               |   |   |
|   | **“REVOLVING LENDERS”**                  |   |
|   |                                               |   |   |
|   | BANK OF AMERICA, N.A.                              |   |
|   |                                               |   |   |
|   | By:                                                |   |   |
|   | Title:                                             |   |   |
|   |                                               |   |
|   |                                               |   |
|   | CREDIT SUISSE FIRST BOSTON, CAYMAN  ISLANDS BRANCH |
|   |                                               |   |
|   | By:                                                |   |   |
|   | Title:                                             |   |   |
|   |                                               |   |
|   |                                               |   |
|   | GENERAL ELECTRIC CAPITAL  CORPORATION              |
|   |                                               |
|   | By:                                                |   |   |
|   | Title:                                             |   |   |
|   |                                               |
|   |                                               |
|   | UPS CAPITAL CORPORATION                            |
|   |                                               |
|   | By:                                                | /s/ [ILLEGIBLE] |   |
|   | Title:                                             | Sr. Vice President |   |
|        |                                                    |  |  |  |  |  |

 

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|   | CONGRESS FINANCIAL CORPORATION  (CENTRAL) |
|--------|-------------------------------------------|
|   |                                      |   |   |
|   | By:                                       | /s/ [ILLEGIBLE] |   |
|   | Title:                                    | FIRST VICE PRESIDENT |   |
|   |                                      |   |   |
|   | HSBC BUSINESS CREDIT (USA) INC            |
|   |                                      |   |   |
|   | By:                                       |   |   |
|   | Title:                                    |   |   |
|   |                                      |   |   |
|   | ORIX FINANCIAL SERVICES, INC.             |
|   |                                      |   |   |
|   | By:                                       |   |   |
|   | Title:                                    |   |   |
|   |                                      |   |   |
|   |                                      |   |   |
|   | **“TERM LENDERS”**              |   |
|   |                                      |   |   |
|   | WINGATE CAPITAL LTD.                      |   |
|   |                                      |   |   |
|   | By:                                       | Citadel Partnership, Portfolio Manager |
|   |                                      |   |   |
|   | By:                                       | GLB Partners, LP., its General Partner |
|   |                                      |   |   |
|   | By:                                       | Citadel Investment Group, L.L.C., its |
|   | General Partner                           |
|   |                                      |   |   |
|   | By:                                       |   |   |
|   | Title:                                    |   |   |
|        |                                           |  |  |  |

 

----

 
|   | CONGRESS FINANCIAL CORPORATION  (CENTRAL) |
|--------|-------------------------------------------|
|   |                                      |   |   |
|   | By:                                       |   |   |
|   | Title:                                    |   |   |
|   |                                      |   |   |
|   | HSBC BUSINESS CREDIT (USA) INC            |
|   |                                      |   |   |
|   | By:                                       | /s/ [ILLEGIBLE] |   |
|   | Title:                                    | Vice President. |   |
|   |                                      |   |   |
|   | ORIX FINANCIAL SERVICES, INC.             |
|   |                                      |   |   |
|   | By:                                       |   |   |
|   | Title:                                    |   |   |
|   |                                      |   |   |
|   |                                      |   |   |
|   | **“TERM LENDERS”**              |
|   |                                      |   |   |
|   | WINGATE CAPITAL LTD.                      |
|   |                                      |   |   |
|   | By:                                       | Citadel Partnership, Portfolio Manager |
|   |                                      |   |   |
|   | By:                                       | GLB Partners, LP., its General Partner |
|   |                                      |   |   |
|   | By:                                       | Citadel Investment Group, L.L.C., its |
|   | General Partner                           |
|   |                                      |   |   |
|   | By:                                       |   |   |
|   | Title:                                    |   |   |
|        |                                           |  |  |  |  |

 

----

 
|   | CONGRESS FINANCIAL CORPORATION |
|--------|--------------------------------|
|   | (CENTRAL)                      |
|   |                           |   |
|   | By:                            |   |   |
|   | Title:                         |   |   |
|   |                           |   |
|   | HSBC BUSINESS CREDIT (USA) INC |
|   |                           |   |
|   | By:                            |   |   |
|   | Title:                         |   |   |
|   |                           |   |
|   | ORIX FINANCIAL SERVICES, INC.  |
|   |                           |
|   | By:                            | /s/ [ILLEGIBLE] |   |
|   | Title:                         | VICE PRESIDENT |   |
|   |                           |   |
|   |                           |   |
|   | **“TERM LENDERS”**   |
|   |                           |   |
|   | WINGATE CAPITAL LTD.           |
|   |                           |   |
|   | By:                            | Citadel Partnership, Portfolio Manager |
|   |                           |   |
|   | By:                            | GLB Partners, L.P., its General Partner |
|   |                           |   |
|   | By:                            | Citadel Investment Group, L.L.C., its |
|   | General Partner                |
|   |                           |   |
|   | By:                            |   |   |
|   | Title:                         |   |   |

 

----

 
|   | CONGRESS FINANCIAL CORPORATION |
|--------|--------------------------------|
|   | (CENTRAL)                      |
|   |                           |   |
|   | By:                            |   |   |
|   | Title:                         |   |   |
|   |                           |   |
|   | HSBC BUSINESS CREDIT (USA) INC |
|   |                           |   |
|   | By:                            |   |   |
|   | Title:                         |   |   |
|   |                           |   |
|   | ORIX FINANCIAL SERVICES, INC.  |
|   |                           |   |
|   | By:                            |   |   |
|   | Title:                         |   |   |
|   |                           |   |
|   |                           |   |
|   | **“TERM LENDERS”**   |
|   |                           |   |
|   | WINGATE CAPITAL LTD.           |
|   |                           |   |
|   | By:                            | Citadel Partnership, Portfolio Manager |
|   |                           |   |
|   | By:                            | GLB Partners, L.P., its General Partner |
|   |                           |   |
|   | By:                            | Citadel Investment Group, L.L.C., its |
|   | General Partner                |
|   |                           |   |
|   | By:                            | /s/ Levoyd E. Robinson |   |
|   | Title:                         | Managing Director |   |
|   |                           |   |
|   |                           | **Levoyd E. Robinson,  CFA** |
|   |                           | **Managing Director** |

 

----