csk10q20082qex41.htm


    Exhibit
4.1

     

    EXECUTION
VERSION

     

    AMENDMENT
NO. 7 TO THE

    SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

     

                                                  
Dated July 15, 2008

     

    AMENDMENT
NO. 7 (this “Amendment”) TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT among Chesapeake Corporation, a
Virginia corporation (the “U.S. Borrower”),
Chesapeake U.K. Holdings Limited, Chesapeake U.K. Acquisitions plc, Boxmore
International Limited, Chesapeake plc (formerly known as Field Group plc)
(collectively, the “U.K. Borrowers”), the
banks, financial institutions and other institutional lenders party to the
Credit Agreement referred to below (collectively, the “Lenders”) and
Wachovia Bank, National Association, as administrative agent for the Lenders (in
such capacity, the “Administrative
Agent”).

     

    PRELIMINARY
STATEMENTS:

     

    WHEREAS,
the U.S. Borrower, the U.K. Borrowers, the Lenders, the Administrative Agent,
Bank of America, N.A. and Citicorp North America, Inc., as syndication agents,
HSBC Bank plc, as documentation agent, Wachovia Capital Markets, LLC, as a
co-lead arranger and the sole bookrunner, and Banc of America Securities LLC and
Citicorp North America, Inc., as co-lead arrangers, have entered into a Second
Amended and Restated Credit Agreement dated as of February 23, 2004, as amended
by Amendment No. 1 dated as of June 10, 2004, Amendment No. 2 dated as of
February 23, 2006, the Letter Waiver and Amendment No. 3 dated as of August
4, 2006, Amendment No. 4 dated as of June 18, 2007, Amendment No. 5 dated as of
January 18, 2008, but effective as of December 28, 2007 and Amendment No. 6
(“Amendment No.
6”) dated as of March 5, 2008 (as so amended, the “Credit Agreement;”
capitalized terms not otherwise defined in this Amendment have the same meanings
as specified in the Credit Agreement); and

     

    WHEREAS,
the Borrowers, the Lenders and the Administrative Agent have agreed to amend the
Credit Agreement as hereinafter set forth;

     

    NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties hereto hereby agree as follows:

     

    SECTION
1.   Amendments to Credit
Agreement.  The Credit Agreement is, effective as of the
Seventh Amendment Effective Date and subject to the satisfaction of the
conditions precedent set forth in Section 2, hereby amended as
follows:

     

    (a)    
Section
1.1 is hereby amended by inserting therein the following definitions in proper
alphabetical order:

     

    ““Chesapeake plc
Obligations” means the obligations of Chesapeake plc as set forth in the
Recovery Plan in respect of the Field Group Pension Plan.”

     

    ““Intercreditor Deed”
means the Intercreditor Deed by and between Chesapeake plc, the Administrative
Agent, the Pension Trustee and the other parties listed on the signature pages
thereto providing the Pension Trustee with a second priority Lien on certain
Collateral of Chesapeake plc and the other Charging Companies (as defined in the
Pension Trustee Debenture), to be substantially in the form of Exhibit A hereto or
otherwise in a form reasonably satisfactory to the Administrative
Agent.”

     

    ““Pension Trustee”
means Field Group Pension Trustee Limited.”

     

    ““Pension Trustee
Debenture” means the debenture to be entered into by and among the U.S.
Borrower, Chesapeake plc, the other Charging Companies (as defined therein) and
the Pension Trustee reasonably satisfactory to the Administrative
Agent.”

     

    ““Pension Trustee
Liens” means the Liens to secure the Chesapeake plc Obligations granted
in favor of the Pension Trustee pursuant to the Pension Trustee Debenture and
other security and collateral documents; provided that such
Pension Trustee Liens shall be subject to the terms of the Intercreditor
Deed.”

     

    ““Recovery Plan” means
the recovery plan in place from time to time in relation to the Field Group
Pension Plan prepared in accordance with the requirements of section 226
Pensions Act 2004.”

     

    ““Seventh Amendment”
means Amendment No. 7 to this Agreement dated as of July 15, 2008.”

     

    ““Seventh Amendment Effective
Date” means the date on which all conditions to effectiveness set forth
in Section 2 of the Seventh Amendment have been satisfied.”

     

    (b)    
The
definition of “Applicable Margin”
contained in Section 1.1 is hereby amended, for the period commencing with July
1, 2008, by deleting the pricing grid contained therein and substituting in lieu
thereof the following pricing grid:

     

    
      	
              “Leverage
      Ratio

            	
              Applicable
      Margin for LIBO Rate Loans

            	
              Applicable
      Margin for Base Rate Loans

            
	
              Greater
      than or equal to 4.50:1

            	
              5.50%

            	
              4.50%

            
	
              Less
      than 4.50:1

               

            	
              3.25%

            	
                2.25%”

            


    

     

    (c)    
The
definition of “Loan
Documents” contained in Section 1.1 is hereby amended by inserting
therein after the parenthetical contained therein the phrase “, the
Intercreditor Deed,”.

     

    (d)    
Article
II is hereby amended by inserting therein immediately following Section 2.9
thereof the following new Section 2.10.

     

    “Section
2.10   Limitations on
Borrowing.  Notwithstanding anything set forth in this
Agreement to the contrary, commencing with the Seventh Amendment Effective Date,
the aggregate amount of Loans that the U.S. Borrower may borrow and have
outstanding at any one time under the terms of this Agreement shall not exceed
$10,000,000 and such amount may remain outstanding for a period no longer than
10 consecutive Business Days, unless otherwise agreed between the Administrative
Agent and the U.S. Borrower.”

     

    (e)    
Section
7.2.3 is hereby amended by (i) deleting the “and” appearing at the end of clause
(j) contained therein and substituting in lieu thereof a semi-colon, (ii)
deleting the period appearing at the end of clause (k) contained therein and
substituting in lieu thereof “and” and (iii) inserting after the clause (k)
contained therein the following clause (l):

     

    “(l)     the
Pension Trustee Liens.”

     

    (f)     
Section
7.2.4(a) is hereby amended and restated in its entirety, for the period
commencing with the Seventh Amendment Effective Date, to read as
follows:

     

                                             
“(a) the Borrowers will not permit the Leverage Ratio as of the last day of any
Fiscal Quarter occurring during any period set forth below to be greater than
the ratio set forth opposite such period:

     

    
      	
              Period

            	
              Leverage
      Ratio

            
	
              The
      first Fiscal Quarter of 2008

            	
              6.25:1

            
	
              The
      second Fiscal Quarter of 2008

            	
              7.00:1

            
	
              The
      third Fiscal Quarter of 2008

            	
              6.25:1

            
	
              Beginning
      of the fourth Fiscal Quarter of 2008 and thereafter

            	
              5:50:1”

            


    

     

    (g)    
Section
7.2.4(b) is hereby amended and restated in its entirety, for the period
commencing with the Seventh Amendment Effective Date, to read as
follows:

     

    “(b) the
Borrowers will not permit the Senior Leverage Ratio as of the last day of any
Fiscal Quarter occurring during any period set forth below to be greater than
the ratio set forth opposite such period:

     

    
      	
              Period

            	
              Senior Leverage
      Ratio

            
	
              The
      first Fiscal Quarter of 2008

            	
              3.25:1

            
	
              The
      second Fiscal Quarter of 2008

            	
              3.40:1

            
	
              The
      third Fiscal Quarter of 2008 and thereafter

            	
              3.25:1”

            


    

     

    (h)    
Section
7.2.13 is hereby amended by adding at the end thereof, the
following:

     

    “In
addition, neither the U.S. Borrower nor any of its Subsidiaries will prepay any
obligations with respect to the Recovery Plan.”

     

    (i)    
Section
8.1.7 is hereby amended by (i) deleting the “or” appearing at the end of clause
(b) thereof, (ii) deleting the period appearing at the end of clause (c) thereof
and substituting in lieu thereof “; or” and (iii) inserting therein immediately
following clause (c) thereof the following new clause (d):

     

    “(d) The
issue by the Pensions Regulator of a Financial Support Direction or Contribution
Notice to any Borrower or any of their respective Subsidiaries.

     

    For
purposes of Section
8.1.7(d):

     

    “Contribution Notice”
means a contribution notice issued by the Pensions Regulator under section 38 or
section 47 of the Pensions Act 2004 of the United Kingdom.

     

    “Financial Support
Direction” means a financial support direction issued by the Pensions
Regulator under section 43 of the Pensions Act 2004 of the United
Kingdom.

     

    “Pensions Regulator”
means the body corporate called the Pensions Regulator established under Part I
of the Pensions Act 2004 of United Kingdom.”

     

    (j)    
Section
8.1.11 is hereby amended by deleting the phrase “Senior Notes Indenture”
contained therein and substituting in lieu thereof the phrase “Senior Notes
Documents”.

     

    (k)    
Article
IX is hereby amended by inserting therein immediately following Section 9.10
thereof the following new Section 9.11:

     

    “Section
9.11   Intercreditor
Deed.   Each of the Lenders agrees to be bound by the
terms of the Intercreditor Deed.  The Required Lenders (and each
Person that becomes a Lender hereunder pursuant to Section 10.12.1)
hereby (a) authorize and direct the Administrative Agent to finalize and enter
into the Intercreditor Deed on behalf of all Lenders in such form with such
terms and conditions as the Administrative Agent shall determine and (b) agree
that the Administrative Agent may take such actions on behalf of all the Lenders
as is contemplated by the terms of the Intercreditor Deed.”

     

    (l)    
Item 6.13
of Schedule I is hereby amended and restated in its entirety to read as
follows:

     

    “ITEM
6.13. ENVIRONMENTAL MATTERS.  See “Environmental Matters” discussion
in Note 11 to the Consolidated Financial Statements included in Chesapeake
Corporation’s quarterly report on Form 10-Q for the quarterly period ended March
30, 2008  regarding potential liability of WTM I Company for natural
resources damages and certain environmental remediation related to the lower Fox
River, Wisconsin, site.”

     

    SECTION
2.   Conditions of
Effectiveness.  This Amendment shall be effective as of the
Seventh Amendment Effective Date when, and only when,

     

    (a)    
a
Borrower shall have paid, on or before July 15, 2008, to the Administrative
Agent for the ratable account and benefit of each Lender executing this
Amendment on or before 5:00 p.m. Eastern time on July 15, 2008, a fee equal to
0.25% of the Total Exposure Amount of each such Lender;

     

    (b)    
the
Administrative Agent shall have received, on or before July 15, 2008, the
following documents, each such document (unless otherwise specified) dated the
date of receipt thereof by the Administrative Agent (unless otherwise specified)
and in sufficient copies for each Lender, in form and substance satisfactory to
the Administrative Agent:

     

    (i)    
Counterparts
of this Amendment executed by each Borrower and the Required Lenders or, as to
any of the Required Lenders, advice satisfactory to the Administrative Agent
that such Required Lender has executed this Amendment;

     

    (ii)    Counterparts
of the Consent and Confirmation attached hereto executed by each Subsidiary
Guarantor;

     

    (iii)   Evidence
reasonably satisfactory to the Administrative Agent that any and all expenses of
all counsel to the Administrative Agent for services rendered since the date of
their last invoice, or since they commenced work, as well as all expenses in
connection with this Amendment shall have been paid in full in accordance with
Section 10.3 of
the Credit Agreement;

     

    (iv)  
A
certificate signed by a duly authorized officer of each Borrower stating
that:

     

    (A)    
All
representations and warranties made by such Borrower in Section 3 hereof and in
the Credit Agreement (as amended hereby) and the other Loan Documents are true
and correct in all material respects as of the date hereof as if made on the
date hereof (unless stated to relate solely to an earlier date, in which case
such representations and warranties shall be true and correct in all material
respects as of such earlier date); and

     

    (B)    
after
giving effect to the amendments contemplated by Section 1 above, no Default
shall have occurred and be continuing;

     

    (c)    
the
Pension Trustees shall have passed a resolution to revise the Recovery Plan, or
such revised Recovery Plan shall have been executed by the parties thereto, in
either case as reasonably determined by the Administrative Agent, such that the
revised Recovery Plan is in substantially the same form as the recovery plan
heretofore provided to the Administrative Agent; and

     

    (d)    
the
Administrative Agent shall have received all reports and other data of the U.S.
Borrower and its Subsidiaries setting forth the current liquidity situation of
the U.S. Borrower and its Subsidiaries.

     

    SECTION
3.   Representations and
Warranties of the
Borrowers.  Each Borrower represents and warrants as
follows:

     

    (a)    
Such
Borrower and each Subsidiary Guarantor is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization.

     

    (b)    
The
execution, delivery and performance by such Borrower of this Amendment and the
Loan Documents, as amended hereby, and by each Subsidiary Guarantor of the
Consent and Confirmation attached hereto, are in each case within such Person’s
powers, have been duly authorized by all necessary action, and do not result in
a default under or contravene any such Person’s Organic Documents and, in the
case of the U.S. Borrower, after giving effect to the grant of the Pension
Trustee Liens (as provided for under this Amendment) the U.S. Borrower is in
compliance with the covenants set forth in each of the Sub Debt Documents
referred to in Section 6(j)(i).

     

    (c)    
No
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority or other Person (other than those that have been duly
obtained or made and which are in full force and effect) is required for the due
execution, delivery or performance by such Borrower of this Amendment or any of
the Loan Documents, as amended hereby, or in connection with the Pension Trustee
Debenture (other than the filing thereof), to which it is or is to be a party,
or by each Subsidiary Guarantor of the Consent and Confirmation attached
hereto.

     

    (d)    
This
Amendment has been duly executed and delivered by such Borrower, and the Consent
and Confirmation attached hereto has been duly executed and delivered by each
Subsidiary Guarantor.  This Amendment and each of the other Loan
Documents, as amended hereby, to which such Borrower is a party, and the Consent
and Confirmation attached hereto, are legal, valid and binding obligations of
such Borrower or such Subsidiary Guarantor, as applicable, enforceable against
such entity in accordance with their respective terms (except, in any case, as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally and by
general principles of equity).

     

    SECTION
4.   Reference to and Effect on
the Loan Documents.  (a)  On and after the Seventh
Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to “the Credit 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.

     

    (b)    
The
Credit Agreement (including, without limitation, the guarantees by the Borrowers
set forth in Section
4.10 thereof), the Notes and each of the other Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and
confirmed.  Without limiting the generality of the foregoing, the
Collateral Documents and all of the Collateral described therein do and shall
continue to secure the payment of all Obligations of the Loan Parties under the
Loan Documents, in each case as amended by this Amendment.

     

    (c)    
The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Administrative Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.

     

    SECTION
5.   Costs and
Expenses.  The Borrowers agree to pay on demand all costs and
expenses of the Administrative Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder and
prior amendments and agreements (including, without limitation, the reasonable
fees and expenses of counsel for the Administrative Agent (including, Shearman
and Sterling LLP, Wragge & Co LLP and local counsel in all foreign
jurisdictions where collateral is being sought)) in accordance with the terms of
Section 10.3 of
the Credit Agreement, with any invoice submitted prior to the Seventh Amendment
Effective Date to be paid on the Seventh Amendment Effective Date.

     

    SECTION
6.   Other
Covenants.  In consideration of the agreements contained
herein, the Borrowers further agree (it being understood that failure to comply
with the covenants contained in this Section 6 shall constitute an Event of
Default):

     

    (a)    
To
promptly deliver, after receipt thereof, to the Administrative Agent all reports
and analyses, including as to liquidity, intra-group funding, recapitalization
proposals and other similar non-privileged reports to the extent prepared by
Alvarez and Marsal, Goldman Sachs (to the extent permitted) and other financial
advisors to the U.S. Borrower.  In the case of Goldman Sachs, the U.S.
Borrower hereby agrees to use commercially reasonable efforts to obtain the
consent of Goldman Sachs to provide any of the foregoing.

     

    (b)    
To
deliver to the Administrative Agent, no later than July 30, 2008, the business
plan analysis, and all material information related thereto, prepared by Alvarez
and Marsal and to present such business plan analysis at a meeting with each of
the Lenders and the Administrative Agent which is to be held no later than
August 5, 2008 (at such time and place as determined by the Administrative
Agent), unless otherwise agreed between the U.S. Borrower and the Administrative
Agent.

     

    (c)    
To use
good faith efforts to promptly re-allocate any Borrowings of the U.S. Borrower
to certain UK Borrowers and UK Subsidiaries reasonably approved by the
Administrative Agent, as may be determined by the Administrative Agent; provided
that such re-allocation shall not contravene any law or cause the U.S. Borrower,
any UK Borrower and/or UK Subsidiaries any additional, direct or indirect,
material tax liability.

     

    (d)    
To
establish fixed charges over receivables and cash at the option of the
Administrative Agent and to complete other steps in respect of the grant of the
security interest in the Phase II Collateral (and preference steps in respect of
Phase I Collateral) as agreed with the Administrative Agent in that certain UK /
European Collateral Side Letter dated as of May 15, 2008 and under Amendment No.
6.  Nothing in this Section 6 shall limit the ability of the
Administrative Agent to take dominion over cash of the Obligors, as determined
by the Administrative Agent.

     

    (e)    
To
deliver, no later than three consecutive Business Days following the end of each
week, 13-week cash flows on a weekly basis commencing for the week ending July
18, 2008 in a form reasonably satisfactory to the Administrative Agent, and
other financial information reasonably requested by the Administrative Agent,
including as to intra-group funding and transfers, accounts maintained with
Barclays bank and other matters.

     

    (f)    
To
deliver, no later than the fifteenth day of each month, a monthly borrowing base
report for the previous month commencing with the month ended July 31, 2008 in a
form reasonably satisfactory to the Administrative Agent.

     

    (g)    
With
respect to each account maintained with Barclays bank, transfer such account to
a Lender reasonably approved by the Administrative Agent no later than September
1, 2008 unless otherwise agreed between the U.S. Borrower and the Administrative
Agent.

     

    (h)    
The
Borrowers hereby acknowledge that in accordance with Section 6 of Amendment No.
6 the Lenders have engaged FTI as a financial advisor and hereby agree to
promptly pay all invoices submitted by FTI in connection with such engagement
and to cooperate promptly and reasonably with FTI, and to cause each of its
advisors and consultants (including, without limitation, Alvarez and Marsal and
Goldman Sachs) to cooperate promptly and reasonably with any such requests made
by FTI in connection with such engagement.

     

    (i)    
To
deliver, to the extent permitted, to the Administrative Agent, promptly after
receipt thereof, all commitment letters or engagement letters (including related
term sheets and other attachments) setting forth the commitment, or the
agreement to arrange, of any financing to be provided to any Borrower the
proceeds of which will be used to refinance, in whole or in part, the
outstanding principal amount of the Loans and other Obligations under the Loan
Documents.  In the case of Goldman Sachs, the U.S. Borrower hereby
agrees to use commercially reasonable efforts to obtain the consent of Goldman
Sachs to provide any of the foregoing.

     

    (j)    
Prior to,
or concurrently with, the execution of the Intercreditor Deed and Pension
Trustee Debenture, the Administrative Agent shall have received the following
documents, each such document (unless otherwise specified) dated the date of
receipt thereof by the Administrative Agent (unless otherwise specified) and in
sufficient copies for each Lender, in a form and substance satisfactory to the
Administrative Agent:

     

    (i)    
A legal
opinion of (A) Hunton and Williams LLP, counsel to the U.S. Borrower, addressed
to the Administrative Agent and the Lenders, as to such matters as the
Administrative Agent may reasonably request including, without limitation, that
the grant of the Pension Trustee Liens (as provided for under this Amendment)
will not result in a default under, or contravene any provision of, any material
indenture, note, contract, lease, sublease or other material written agreement
(including the Sub Debt Documents identified on Exhibit B hereto)
described in the most recently filed Annual Report on Form 10-K and Quarterly
Report on Form 10-Q of the U.S. Borrower to which a U.S. Obligor is a party or
by which its properties are bound and (B) Hammonds LLP, counsel to the Obligors,
addressed to the Administrative Agent and the Lenders, as to such matters as the
Administrative Agent may reasonably request in respect of the Intercreditor
Deed.

     

    (ii)    
With
respect to each Obligor party to the Intercreditor Deed, a legal opinion from
local counsel to such Obligor as to such matters as the Administrative Agent may
reasonably request including, without limitation, due authorization and delivery
of the Intercreditor Deed, corporate formalities and such other opinions
customary for the execution and delivery thereof.

     

    (iii)    
Corporate
resolutions of the Obligors (A) authorizing and ratifying the transactions
contemplated under Amendment No. 6, including the grant of the security
interests set forth in Section 7.1.14 of the Credit Agreement and (B)
authorizing the entering into of the Intercreditor Deed.

     

    (k)    
A
Borrower shall have paid, no later than July 25, 2008, a retainer to (i)
Shearman & Sterling LLP, as counsel to the Administrative Agent in an amount
equal to $500,000 (in addition to any fees or expenses paid to Shearman &
Sterling LLP pursuant to Section 5) and (ii) FTI Consulting, Inc. (“FTI”), as financial
advisor to the Lenders in an amount equal to $200,000 (in addition to the
$50,000 retainer set forth on the invoice dated as of July 9, 2008 submitted by
FTI to the U.S. Borrower).

     

    SECTION
7.   Execution in
Counterparts.  This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.  Delivery of
an executed counterpart of a signature page to this Amendment by telecopier
shall be effective as delivery of a manually executed counterpart of this
Amendment.

     

    SECTION
8.   Governing
Law.  This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.

     

    


     

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.

     

    
       

       

      CHESAPEAKE
CORPORATION

       

      By /s./ Joel K.
Mostrom

      Name:
Joel K Mostrom

      Title:
Executive Vice President & Chief Financial Officer

       

       

      CHESAPEAKE
U.K. HOLDINGS LIMITED

       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Director

       

       

      CHESAPEAKE
U.K. ACQUISITIONS PLC

       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Director

       

       

      BOXMORE
INTERNATIONAL LIMITED

       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Director

       

       

      CHESAPEAKE
PLC (FORMERLY KNOWN AS

      FIELD
GROUP PLC)

       

      By /s/ J. P. Causey
Jr.

      Name: J.
P. Causey Jr.

      Title:
Director

    

     

     

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      Agreed as
of the date first above written:

       

      WACHOVIA
BANK, NATIONAL ASSOCIATION,

      as a
Lender and Administrative Agent

       

      By
/s/ Reginald T. Dawson

      Name:
Reginald T. Dawson

      Title:
Managing Director

       





    
      CREDIT
INDUTRIEL ET COMMERCIAL as a Lender

       

      By
/s/ Eric Longuet

      Name:
Eric Longuet

      Title:
Vice President

    

    


    
      By
/s/ Albert Calo

      Name:
Albert Calo

      Title:
Vice President

    

    
 

     

    
 

    
      KBC Bank
NV, as a Lender

       

      By
/s/ Sandra T. Johnson

      Name:
Sandra T. Johnson

      Title:
Managing Director

    

    


    
      By
/s/ Robert Snauffer

      Name:
Robert Snauffer

      Title:
Managing Director

       

       

       

       

      
        Bank of
America, N.A., as a Lender

         

        By
/s/ Patrick Honey

        Name:
Patrick Honey

        Title:
Senior Vice President

         

         

         

         

        
          
            [Suntrust
Bank], as a Lender

             

            By
/s/ Byron P. Kurtgis

            Name:
Byron P. Kurtgis

            Title:
Director

             

             

             

             

            
              HSBC Bank
plc as a Lender

               

              By
/s/ Clare Bullock

              Name:
Clare Bullock

              Title:
Senior Corporate Manager

               

               

               

               

              
                AgStar
Financial Services, PCA, as a Lender

                 

                By
/s/ Joseph Oliver

                Name:
Joseph Oliver

                Title:
Director Lending Services

                 

                 

                 

                 

                
                  Citicorp
North America, Inc, as a Lender

                   

                  By
/s/ George Van

                  Name:
George Van

                  Title: Vice
President