Second Amendment to Credit Agreement


  Exhibit 10.23
 SECOND AMENDMENT TO CREDIT AGREEMENT
                     This Second Amendment to Credit Agreement (this “Amendment”) is entered into as of
February 18, 2003, by and among SMART & FINAL INC., a Delaware corporation (the “Borrower”), the Guarantors listed on the signature pages hereof, the financial institutions and other entities party hereto (the
“Lenders”) and BNP PARIBAS, as Administrative Agent for the Lenders (the “Administrative Agent”).
 RECITALS
                     A.     The Borrower, the Lenders, the Administrative Agent, Harris Trust &
Savings Bank, as syndication agent, and Cooperative Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as documentation agent, are parties to that certain Credit Agreement dated as of November 30, 2001 (as
amended to date, the “Credit Agreement”).  Capitalized terms used herein without definition have the meanings ascribed to such terms in the Credit Agreement.
                     B.     The Borrower, the Lenders and the Administrative Agent have agreed to
amend the Credit Agreement as provided hereinbelow.
                     NOW THEREFORE, in
consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:
                     Section 1.     Section References.  Unless otherwise expressly stated
herein, all Section references herein shall refer to Sections of the Credit Agreement.
                     Section 2.     Acknowledgment and Extension of Section 2.05(b)(iii). 
The Lenders hereby (a) acknowledge that the Canoga Park, California property which was sold on December 24, 2001 was in escrow on the Closing Date and that the Net Cash Proceeds in the amount of $774,254.19 from the sale of such property were not
subject to the mandatory prepayment requirement of Section 2.05(b)(iii) and (b) acknowledge that the Borrower sold certain assets during the Fiscal Year ended December 29, 2002 and agree to extend the required date of prepayment of the outstanding
Advances under Section 2.05(b)(iii) from the date of receipt of the Net Cash Proceeds of such asset sales to the date hereof.
                     Section 3.     Calculation of Commitment Fee under Section 2.07(a). 
The Borrower hereby acknowledges and agrees that the commitment fee payable under Section 2.07(a) prior to the date hereof has been calculated on the basis of the Revolving Facility in effect prior to any reduction pursuant to Section 2.04(b). 
The Lenders and the Borrower hereby agreed that from and after the date hereof, the commitment fee shall be calculated on the basis of the Revolving Facility as reduced in accordance with Section 2.04(b).
                     Section 4.     Amendment to Section 6.03 (Reporting
Requirements).






                                      
    (a)     Section 6.03(a) (Borrowing Base Certificate).  Section 6.03(a) is hereby amended by deleting such section in its entirety and replacing it with the following:

	  
 	           “(a)     Borrowing Base Certificate.  Monthly, within 15 days
after the last Business day of each 4-week fiscal period of the Borrower and at any other time requested by the Administrative Agent, a Borrowing Base Certificate, which shall: (i) be completed substantially in the form of Exhibit K, (A) detailing
the Borrower’s Eligible Accounts Receivable and Eligible Inventory as of the last day of such fiscal 4-week period or as of such other date as the Administrative Agent may request, and (B) verifying, as of the end of such fiscal 4-week period,
compliance with the covenants contained in Sections 6.02(a), (b), (d), (e), (f), (g) and 6.04, and the computations (which shall be set forth therein) used in determining such compliance; (ii) be prepared by or under the supervision of the
Borrower’s chief executive officer, chief financial officer, treasurer or controller and certified by such officer subject only to adjustment upon completion of the normal year-end audit of physical inventory; and (iii) include such additional
schedules and other information as the Administrative Agent may reasonably request.
 

                                     
    (b)     Addition of Section 6.03(q) (Business Plan) and 6.03(r) (Dispositions and Commitment Reductions).  Section 6.03(q) shall be renumbered as Section 6.03(s), and new Sections 6.03(q)
and (r) are hereby added to the Credit Agreement and shall read in their entirety as follows:

	  
 	           “(q)   Business Plan.  On or before June 2, 2003, a revised business plan
for the principal operating units of the Borrower, in form and substance satisfactory to the Administrative Agent and the Required Lenders.
 
	  
 	  
 
	  
 	            (r)     Dispositions and Commitment Reductions.  Together with the
delivery of financial statements pursuant to Sections 6.03(c) and (d), a certificate from the chief executive officer, chief financial officer, treasurer or controller of the Borrower stating the following information:
 
	  
 	  
 
	  
 	                     (i)  the amount of Net Cash Proceeds
received from sales or other dispositions of assets of the Borrower or any other Loan Party since the beginning of the applicable Fiscal Year;
 
	  
 	  
 
	  
 	                      (ii)  the amount of Net Cash Proceeds
received from sales or other dispositions of assets of the Borrower or any other Loan Party during the applicable fiscal quarter of the Borrower;
 
	  
 	  
 
	  
 	                      (iii)  the amount of Net Cash Proceeds
received from sales or other dispositions of assets of the Borrower or any other Loan Party since the beginning of the applicable Fiscal Year which are in excess of $2,500,000;
 
				

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 	                     (iv)  the amount of the outstanding Advances required
to be prepaid pursuant to Section 2.05(b)(iii) for the applicable fiscal quarter of the Borrower;
 
	  
 	  
 
	  
 	                     (v)  the amount of the Revolving Facility prior to any
prepayment of the outstanding Advances pursuant to Section 2.05(b)(iii); and
 
	  
 	  
 
	  
 	                     (vi)  the amount by which the Revolving Facility is
automaticaly and permanently reduced pursuant to Section 2.04 and the dates of each such reduction during the applicable fiscal quarter of the Borrower.”
 

             Section 5.     Amendment to Section 6.04 (Financial Covenants).  Section 6.04 is hereby amended to read in its
entirety as follows:
             Section 6.04.  Financial Covenants.  So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, the Borrower will:
                                     
    (a)     Net Worth.  Maintain at all times a Consolidated Net Worth of not less than the sum of (i) $260,000,000, plus (ii) 50% of positive cumulative Consolidated Net Income for
any fiscal quarter of the Borrower ending after the fiscal quarter ended October 8, 2001 (but without any deduction for any period in which Consolidated Net Income is a negative number) plus (iii) 100% of the amount of all cash proceeds of any
equity issuances by the Borrower or any of its Subsidiaries after the date hereof; provided, however, that changes in other comprehensive income after December 29, 2002 shall be disregarded in calculating Consolidated Net
Worth.
                                     
    (b)     Senior Leverage Ratio.  Not permit the Senior Leverage Ratio at the end of the fiscal quarters of the Borrower set forth below to exceed the correlative ratio
indicated:
  

	 Fiscal Quarter
 	  
 	 Senior Leverage Ratio
 
	 
 	  
 	 
 
	  Fourth Quarter 2001
 	  
 	  3.25 to 1.0
 
	  First Quarter 2002
 	  
 	  3.25 to 1.0
 
	  Second Quarter 2002
 	  
 	  3.50 to 1.0
 
	  Third Quarter 2002
 	  
 	  3.50 to 1.0
 
	 Fourth Quarter 2002
 	  
 	  3.25 to 1.0
 
	  First Quarter 2003
 	  
 	  3.55 to 1.0
 
	  Second Quarter 2003
 	  
 	  3.00 to 1.0
 
	  Third Quarter 2003
 	  
 	  3.00 to 1.0
 
	  Fourth Quarter 2003
 	  
 	  3.00 to 1.0
 
	  First Quarter 2004
 	  
 	  2.75 to 1.0
 
	  Second Quarter 2004
 	  
 	  2.75 to 1.0
 
	 Third Quarter 2004
 	  
 	  2.75 to 1.0
 

 3






                                      
    (c)     Adjusted Leverage Ratio.  Not permit the Adjusted Leverage Ratio at the end of the fiscal quarters of the Borrower set forth below to exceed the correlative ratio
indicated:

	  Fiscal Quarter
 	  
 	 Leverage Ratio
 
	 
 	  
 	 
 
	  Fourth Quarter 2001
 	  
 	  4.50 to 1.0
 
	 First Quarter 2002
 	  
 	  4.60 to 1.0
 
	  Second Quarter 2002
 	  
 	  4.80 to 1.0
 
	  Third Quarter 2002
 	  
 	  4.75 to 1.0
 
	  Fourth Quarter 2002
 	  
 	  4.70 to 1.0
 
	  First Quarter 2003
 	  
 	  5.00 to 1.0
 
	  Second Quarter 2003
 	  
 	  4.50 to 1.0
 
	  Third Quarter 2003
 	  
 	  4.50 to 1.0
 
	 Fourth Quarter 2003
 	  
 	  4.25 to 1.0
 
	  First Quarter 2004
 	  
 	  4.25 to 1.0
 
	  Second Quarter 2004
 	  
 	  4.25 to 1.0
 
	  Third Quarter 2004
 	  
 	  4.25 to 1.0
 

                                     
    (d)     Fixed Charge Coverage Ratio.  Not permit the Fixed Charge Coverage Ratio at the end of the fiscal quarters of the Borrower set forth below to be less than the correlative
ratio indicated:

	 Fiscal Quarter
 	  
 	 Fixed Charge Coverage Ratio
 
	 
 	  
 	 
 
	 Fourth Quarter 2001
 	  
 	  2.00 to 1.0
 
	  First Quarter 2002
 	  
 	  1.85 to 1.0
 
	  Second Quarter 2002
 	  
 	  1.85 to 1.0
 
	  Third Quarter 2002
 	  
 	  1.85 to 1.0
 
	  Fourth Quarter 2002
 	  
 	  1.85 to 1.0
 
	  First Quarter 2003
 	  
 	  1.75 to 1.0
 
	 Second Quarter 2003
 	  
 	  1.95 to 1.0
 
	  Third Quarter 2003
 	  
 	  1.95 to 1.0
 
	  Fourth Quarter 2003
 	  
 	  1.95 to 1.0
 
	  First Quarter 2004
 	  
 	  1.95 to 1.0
 
	  Second Quarter 2004
 	  
 	  1.95 to 1.0
 
	  Third Quarter 2004
 	  
 	  1.95 to 1.0
 

                                      
    (e)     Capital Expenditures.  

	  
 	                    (i)     Not make, or permit any of its
Subsidiaries to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by the Borrower and its Subsidiaries to exceed $50,000,000 during the Fiscal Year ended December 29, 2002 and $40,000,000 during each
Fiscal Year thereafter.
 
	  
 	  
 
	  
 	                    (ii)     Not make, or permit any of its
Subsidiaries to make, any Capital Expenditures that would cause the aggregate of all such Capital 
 

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 	  Expenditures made by the Borrower and its Subsidiaries to exceed $12,500,000 during any fiscal quarter of the Borrower commencing with the fiscal quarter of the Borrower ending
March 23, 2003.
 
	  
 	  
 
	  
 	                     (iii)     Not make, or permit Port
Stockton Food Distributors, Inc. to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by or on behalf of Port Stockton Food Distributors, Inc. to exceed $2,000,000 during any Fiscal Year commencing
with the Fiscal Year ending December 28, 2003.
 
	  
 	  
 
	  
 	                      (iv)     Not make, or permit Port
Stockton Food Distributors, Inc. to make, any Capital Expenditures that would cause the aggregate of all such Capital Expenditures made by or on behalf of Port Stockton Food Distributors, Inc. to exceed $600,000 during any fiscal quarter of the
Borrower commencing with the fiscal quarter of the Borrower ending March 23, 2003.
 

                                      
    (f)     Maximum EBIT Loss.  Not permit Port Stockton Food Distributors, Inc. to incur an operating loss (before interest and taxes) of more than (i) $3,750,000 for the fiscal quarter of
the Borrower ending March 23, 2003, (ii) $3,500,000 for the fiscal quarter of the Borrower ending June 15, 2003 or (iii) $2,500,000 for any fiscal quarter of the Borrower thereafter.  
                     Section 6.     Waiver of Default.  The Lenders hereby waive any
Default or Event of Default which may have occurred in connection with the Borrower’s failure to comply with Section 6.04 for the Fiscal Year or the fiscal quarter of the Borrower ended December 29, 2002.
                      Section 7.     Conditions Precedent.  The effectiveness of this
Amendment is subject to the satisfaction of each of the following conditions precedent:
                                (a)     The
Administrative Agent shall have received all of the following, in form and substance satisfactory to the Administrative Agent:

	  
 	                      (i)     Amendment
Documents.  This Amendment and any other instrument, document or certificate required by the Administrative Agent to be executed or delivered by the Borrower or any other Person in connection with this Amendment, duly executed by such
Persons (the “Amendment Documents”);
 
	  
 	  
 
	  
 	                     (ii)     Consent of Required
Lenders.  The written consent of the Required Lenders to this Amendment;
 
	  
 	  
 
	  
 	                      (iii)     Amendment to
Synthetic Lease Documents.  Evidence that (A) the financial covenants contained in the Synthetic Lease Documents have been amended in the same manner as set forth in this Amendment and (B) any conforming changes to the Synthetic
Lease
 

  5







	  
 	  Documents reasonably requested by the Administrative Agent have been made;
 
	  
 	  
 
	  
 	                      (iv)     Additional
Information.  Such additional documents, instruments and information as the Administrative Agent may reasonably request to effect the transactions contemplated hereby.
 

                               (b)     The
Administrative Agent shall have received $2,678,190.21 from the Borrower to be applied in accordance with Section 2.05(c), which amount equals the Net Cash Proceeds in excess of $2,500,000 from the sale or other disposition of assets of the Borrower
or any other Loan Party during the Fiscal Year ended December 29, 2002.
                                (c)     Each of the
Lenders consenting to this Amendment on or prior to 5:00 p.m. (EST) on February 14, 2003 shall have received an amendment fee of 0.15% of its Commitment (without giving effect to any reductions in the Revolving Facility or such Lender’s
Commitment pursuant to Section 2.04(b)).
                                (d)     The
representations and warranties contained herein and in the Credit Agreement shall be true and correct as of the date hereof as if made on the date hereof (except for those which by their terms specifically refer to an earlier date, in which case
such representations and warranties shall be true and correct as of such earlier date).
                                (e)     All corporate
proceedings taken in connection with the transactions contemplated by this Amendment and all other agreements, documents and instruments executed and/or delivered pursuant hereto, and all legal matters incident thereto, shall be satisfactory to the
Administrative Agent.
                               (f)     No Default or
Event of Default shall have occurred and be continuing, after giving effect to this Amendment.
                      Section 8.     Representations and Warranties.  The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that, as of the date of and after giving effect to this Amendment, (a) the execution, delivery and performance of this Amendment and any and all other Amendment Documents executed
and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of the Borrower and will not violate the Borrower’s certificate of incorporation or bylaws, (b) all representations and warranties set
forth in the Credit Agreement and in any other Loan Document are true and correct as if made again on and as of such date (except those, if any, which by their terms specifically relate only to an earlier date, in which case such representations and
warranties are true and correct as of such earlier date), (c) no Default or Event of Default has occurred and is continuing, and (d) the Credit Agreement (as amended by this Amendment), and all other Loan Documents are and remain legal, valid,
binding and enforceable obligations in accordance with the terms thereof.
                      Section 9.     Survival of Representations and Warranties.  All
representations and warranties made in this Amendment or any other Loan Document
 6






   shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by the Administrative Agent or the Lenders, or any closing, shall
affect the representations and warranties or the right of the Administrative Agent and the Lenders to rely upon them.
                      Section 10.     Certain Waivers.  The Borrower and each Guarantor
hereby agrees that neither the Administrative Agent nor any Lender shall be liable under a claim of, and hereby waives any claim against the Administrative Agent and the Lenders based upon, lender liability (including, but not limited to, liability
for breach of the implied covenant of good faith and fair dealing, fraud, negligence, conversion, misrepresentation, duress, control and interference, infliction of emotional distress and defamation and breach of fiduciary duties) as a result of any
discussions or actions taken or not taken by the Administrative Agent or the Lenders on or before the date hereof or the discussions conducted pursuant hereto, or any course of action taken by the Administrative Agent or any Lender in response
thereto or arising therefrom.  This Section 10 shall survive the execution and delivery of this Amendment and the other Loan Documents and the  termination of the Credit Agreement.
                      Section 11.     Reference to Agreement.  Each of the Loan Documents,
including the Credit Agreement, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended
so that any reference in such Loan Documents to the Credit Agreement, whether direct or indirect, shall mean a reference to the Credit Agreement as amended hereby.
                     Section 12.     Costs and Expenses.  The Borrower shall pay on demand
all reasonable costs and expenses of the Administrative Agent (including the reasonable fees, costs and expenses of counsel to the Administrative Agent) incurred in connection with the preparation, execution and delivery of this
Amendment.
                      Section 13.     Governing
Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.
                      Section 14.     Execution.  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 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 15.     Limited Effect.    This Amendment relates
only to the specific matters covered herein, shall not be considered to be a waiver of any rights any Lender may have under the Credit Agreement, and shall not be considered to create a course of dealing or to otherwise obligate any Lender to
execute similar amendments or grant any waivers under the same or similar circumstances in the future.
 7






                       Section 16.     Ratification
By Guarantors.  Each of the Guarantors hereby agrees to this Amendment and acknowledges that such Guarantor’s Guaranty shall remain in full force and effect without modification thereto.
  8






                       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.

	  
 	  SMART & FINAL INC., 
 as Borrower
 
	  
 	  
 
	  
 	  By:
 	  /s/ RICHARD PHEGLEY
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  Richard N. Phegley
 	   
 
	  
 	  Title:
 	  Senior Vice President & Chief Financial Officer
 	   
 
	  
 	  
 
	  
 	  AMERICAN FOODSERVICE DISTRIBUTORS
 
	  
 	  
 
	  
 	  By:
 	  /s/ RICHARD PHEGLEY
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name: 
 	  Richard N. Phegley
 	  
 
	  
 	  Title: 
 	  Senior Vice President & Chief Financial Officer
 	  
 
	  
 	  
 	  
 	  
 
	  
 	  By:
 	  
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  
 	  
 
	  
 	  Title:
 	  
 	  
 
	  
 	  
 
	  
 	  SMART & FINAL STORES CORPORATION
 
	  
 	  
 	  
 	  
 
	  
 	  By:
 	  /s/ RICHARD PHEGLEY
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name: 
 	  Richard N. Phegley
 	  
 
	  
 	  Title: 
 	  Senior Vice President & Chief Financial Officer
 	  
 
	  
 	  
 	  
 	  
 
	  
 	  By:
 	  
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  
 	  
 
	  
 	  Title:
 	  
 	  
 
								








	  
 	 SMART & FINAL OREGON, INC.
 
	  
 	  
 
	  
 	  By:
 	  /s/ RICHARD PHEGLEY
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  Richard N. Phegley
 	  
 
	  
 	 Title:
 	  Senior Vice President & Chief Financial Officer
 	  
 
	  
 	  
 	  
 	  
 
	  
 	  By:
 	  
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  
 	  
 
	  
 	  Title:
 	  
 	  
 
	  
 	  
 
	  
 	 PORT STOCKTON
FOOD DISTRIBUTORS, INC.
 
	  
 	  
 
	  
 	  By:
 	  /s/ RICHARD PHEGLEY
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  Richard N. Phegley
 	  
 
	  
 	  Title:
 	  Senior Vice President—Finance
 	  
 
	  
 	  
 
	  
 	 By:
 	  
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  
 	  
 
	  
 	  Title:
 	  
 	  
 
	  
 	  
 
	  
 	  HENRY LEE COMPANY
 
	  
 	  
 
	  
 	 By:
 	  /s/ RICHARD PHEGLEY

	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  Richard N. Phegley
 	  
 
	  
 	  Title:
 	  Senior Vice President—Finance
 	  
 
	  
 	  
 
	  
 	  By:
 	  
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  
 	  
 
	  
 	  Title:
 	  
 	  
 
							








	  
 	  AMERIFOODS TRADING COMPANY
 
	  
 	  
 
	  
 	  By:
 	  /s/ RICHARD PHEGLEY
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  Richard N. Phegley
 	  
 
	  
 	  Title:
 	  Senior Vice President & Chief Financial Officer
 	  
 
	  
 	  
 
	  
 	  By:
 	  
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  
 	  
 
	  
 	 Title:
 	  
 	  
 
	  
 	  
 
	  
 	  CASINO FROZEN FOODS, INC.
 
	  
 	  
 
	  
 	  By:
 	  /s/ RICHARD PHEGLEY
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  Richard N. Phegley
 	  
 
	  
 	 Title:
 	  Senior Vice President & Chief Financial Officer
 	  
 
	  
 	  
 
	  
 	  By:
 	  
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  
 	  
 
	  
 	  Title:
 	  
 	  
 
	  
 	  
 
	  
 	 FOODSERVICESPECIALISTS.COM, INC.
 
	  
 	  
 
	  
 	  By:
 	  /s/ RICHARD PHEGLEY
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  Richard N. Phegley
 	  
 
	  
 	  Title:
 	  Senior Vice President & Chief Financial Officer
 	  
 
	  
 	  
 	   
 	  
 
	  
 	 By:
 	   
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	   
 	  
 
	  
 	  Title:
 	   
 	  
 
								








	  
 	 OKUN PRODUCE INTERNATIONAL, INC.
 
	  
 	  
 
	  
 	  By:
 	  /s/ RICHARD PHEGLEY
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  Richard N. Phegley
 	  
 
	  
 	  Title:
 	  Senior Vice President & Chief Financial Officer
 	  
 
	  
 	  
 	  
 	  
 
	  
 	 By:
 	  
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  
 	  
 
	  
 	  Title:
 	  
 	  
 
	  
 	  
 
	  
 	  HL HOLDING CORPORATION
 
	  
 	  
 
	  
 	 By:
 	  /s/ RICHARD PHEGLEY

	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  Richard N. Phegley
 	  
 
	  
 	  Title:
 	  Senior Vice President & Chief Financial Officer
 	  
 
	  
 	  
 	  
 	  
 
	  
 	 By:
 	  
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  
 	  
 
	  
 	  Title:
 	  
 	  
 
					








	  
 	  BNP PARIBAS, 
 as Administrative Agent and a Lender
 
	  
 	  
 
	  
 	 By:
 	  /s/ SEAN CONLON
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  Sean T. Conlon
 	  
 
	  
 	  Title:
 	  Managing Director
 	  
 
	  
 	  
 	  
 	  
 
	  
 	  By:
 	  /s/ C. BETTLES
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  C. Bettles
 	  
 
	  
 	  Title:
 	  Managing Director
 	  
 








	  
 	  HARRIS TRUST & SAVINGS BANK
 
	  
 	  By:
 	  
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  
 	  
 
	  
 	  Title:
 	  
 	  
 








	  
 	  COOPERATIVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
 “RABOBANK NEDERLAND”, NEW YORK BRANCH
 
	  
 	  
 	  
 	  
 
	  
 	  By:
 	  /s/ BRAD SCOTT
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  Bradford F. Scott
 	  
 
	  
 	  Title:
 	  Executive Director
 	  
 
	  
 	  
 	  
 	  
 
	  
 	  By:
 	  /s/ IAN REECE
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  Ian Reece
 	  
 
	  
 	 Title:  
 	  Managing Director
 	  
 








	  
 	  CREDIT INDUSTRIEL ET COMMERCIAL
 
	  
 	  
 
	  
 	  By:
 	  /s/ ERIC DULOT
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  Eric Dulot
 	  
 
	  
 	 Title:
 	  Vice President
 	  
 
	  
 	  
 	  
 	  
 
	  
 	  By:
 	  /s/ F LANDRIOT
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  Frederic Landriot
 	  
 
	  
 	  Title:
 	  Assistant Vice President
 	  
 








	  
 	 COBANK, ACB
 
	  
 	  
 
	  
 	  By:
 	  /s/ S. RICHARD DILL

	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  S. Richard Dill
 	  
 
	  
 	  Title:
 	  Vice President
 	  
 
	  
 	  
 
	  
 	  
 








	  
 	 UNION BANK
OF CALIFORNIA, N.A.
 
	  
 	  
 
	  
 	  By:
 	  /s/ PETER THOMPSON

	  
 
	  
 	  
 	 
 	  
 
	  
 	  Name:
 	  Peter Thompson
 	  
 
	  
 	 Title:
 	  Vice President
 	  
 
	  
 	  
 
	  
 	  
 








	  
 	  U.S. BANK  NATIONAL ASSOCIATION
 
	  
 	  
 
	  
 	  By:
 	  /s/ JANET JORDAN
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  Janet Jordan
 	  
 
	  
 	  Title:
 	  Vice President
 	  
 
	  
 	  
 
	  
 	  
 








	  
 	  NATEXIS BANQUE-BFCE
 
	  
 	  
 
	  
 	  By:
 	  /s/ ANNE ULRICH
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  Anne Ulrich
 	  
 
	  
 	  Title:
 	  Vice President
 	  
 
	  
 	  
 	  
 	  
 
	  
 	  By:
 	  /s/ NICHOLAS REGENT

	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	   Nicolas Regent
 	  
 
	  
 	  Title:
 	  V.P. Multinational
 	  
 








	  
 	  TRANSAMERICA BUSINESS CAPITAL CORPORATION
 
	  
 	  
 	  
 	  
 
	  
 	  By:
 	  /s/ STEVE GOETSCHIUS

	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  Steve Goetschius
 	  
 
	  
 	  Title:
 	  SVP
 	  
 








	  
 	  CITY NATIONAL BANK
 
	  
 	  
 
	  
 	  By:
 	  /s/ ABDI RAIS
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  Abdi Rais
 	  
 
	  
 	  Title:
 	  S.V.P.
 	  
 








	  
 	  RZB FINANCE LLC
 
	  
 	  
 
	  
 	  By:
 	  /s/ JOHN A. VALISKA

	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  John A. Valiska
 	  
 
	  
 	  Title:
 	  Group Vice President
 	  
 
	  
 	  
 	  
 	  
 
	  
 	  By
 	  /s/ CHRISTOPH HOEDL

	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  Christoph Hoedl
 	  
 
	  
 	  Title:
 	  Vice President
 	  
 








	  
 	  BANK OF THE WEST
 
	  
 	  
 
	  
 	  By:
 	  /s/ JAKE LITTLE
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  Jake Little
 	  
 
	  
 	  Title:
 	  Officer
 	  
 








	  
 	  PREFERRED BANK


	  
 	  
 
	  
 	  By:
 	  /s/ WALT DUCHANIN
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	  Walt Duchanin
 	  
 
	  
 	  Title:
 	  Executive Vice President and Chief Credit Officer
 	  
 








	  
 	  BANK LEUMI USA
 
	  
 	  
 
	  
 	 By:
 	  /s/ JACQUES V. DELVOYE

	  
 
	  
 	  
 	 
 	  
 
	  
 	 Name:
 	 Jacques V. Delvoye
 	  
 
	  
 	 Title:
 	 V.P.