EXHIBIT 4.10
FIFTH AMENDMENT AND CONSENT (this "Amendment") dated as of
October 15, 2001 to the Credit Agreement dated as of
January 21, 1998 (as previously amended, the "Credit
Agreement"), among ▇▇▇▇▇▇ SCIENTIFIC INTERNATIONAL INC.
(the "Company"), certain Subsidiaries of the Company, the
lenders from time to time party thereto (the "Banks"), THE
CHASE MANHATTAN BANK, as Administrative Agent, THE CHASE
MANHATTAN BANK OF CANADA, as Canadian Administrative
Agent, CHASE MANHATTAN INTERNATIONAL LIMITED, as U. K.
Administrative Agent, ▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORPORATION,
as Syndication Agent and DLJ CAPITAL FUNDING, INC. as
Documentation Agent.
A. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement, as amended
hereby.
B. The Company intends to restructure the ownership of its
Foreign Subsidiaries by creating holding companies below ▇▇▇▇▇▇ Scientific
Worldwide Holdings C.V. ("▇▇▇▇▇▇ ▇.▇.") that will own all of the Equity
Interests of ▇▇▇▇▇▇ Limited (as defined below) which will act as a holding
company for most of the Company's European Subsidiaries by means of a series of
transactions pursuant to which, inter alia, (i) the Company will create (a) two
unlimited liability companies organized under the laws of Nova Scotia (the
"ULCs"), all of the Equity Interests of which will be owned by ▇▇▇▇▇▇ ▇.▇. and
each of which will be a Foreign Subsidiary, (b) a limited partnership organized
under the laws of New Brunswick ("Canada LP") all of the Equity Interests of
which will be owned by the ULCs and which will be a Foreign Subsidiary and (c)
two companies organized under the laws of Barbados and Luxembourg, each of which
will be wholly-owned Subsidiaries of ▇▇▇▇▇▇ Limited; (ii) the Company will cause
(a) ▇▇▇▇▇▇ ▇.▇. to transfer all of the Equity Interests of ▇▇▇▇▇▇ Scientific
Limited, an Ontario corporation, to Canada LP and change the form of ▇▇▇▇▇▇
Scientific Limited to a Nova Scotia unlimited liability company (prior to and
following such change of form, "▇▇▇▇▇▇ Limited") and (b) cause all of the Equity
Interests of ▇▇▇▇▇▇ Scientific Europe Holdings B.V. ("▇▇▇▇▇▇ Europe") and
certain other Foreign Subsidiaries to be transferred to ▇▇▇▇▇▇ Limited or one of
its Wholly-Owned Subsidiaries; (iii) certain promissory notes of Foreign
Subsidiaries currently held by ▇▇▇▇▇▇ ▇.▇. will be transferred to ▇▇▇▇▇▇ Limited
and/or other Foreign Subsidiaries of the Company, including the newly formed
Subsidiaries organized under the laws of Barbados and Luxembourg; (iv) the Liens
created under the Pledge
Agreement over the Equity Interests of Foreign Subsidiaries listed on Schedule 1
hereto and the guarantees made under the Guarantee Agreement of the Foreign
Subsidiaries listed on Schedule 2 hereto will be released (the "Release"); and
(v) 65% of the equity interests in Canada LP will be pledged to the Collateral
Agent to secure the Obligations. The foregoing transactions, including the
Release, are sometimes referred to hereinafter as the "Tax Restructuring" and
are more fully described in the summary description thereof attached hereto as
Exhibit A. Attached hereto as Exhibits B and C are diagrams setting forth the
corporate structure of the Company and its Subsidiaries subject to the Tax
Restructuring (a) prior to the Tax Restructuring and (b) after giving effect to
the Tax Restructuring, respectively.
C. The Company has requested that the Banks amend certain
provisions of the Credit Agreement and consent to and approve the Tax
Restructuring.
D. The Required Banks are willing to so amend the Credit
Agreement and consent to and approve the Tax Restructuring, in each case subject
to the terms and conditions set forth herein.
Accordingly, the parties hereto agree as follows:
SECTION 1. Amendments. (a) Amendments to Section 4.02
(Mandatory Repayments and Prepayments). Clause (d) of Section 4.02(A) is amended
by (i) inserting the following text immediately after the text in the second
parenthetical therein: "except any issuance of Additional Senior Subordinated
Notes" and (ii) inserting the following text immediately after the text "as set
forth in Section 4.02(C))":
"; provided, however, that the Company shall not be required to so
apply the cash proceeds (net of underwriting discounts and commissions
and other reasonable costs associated therewith) of issuances of
Additional Senior Subordinated Notes in an aggregate principal amount
not to exceed $200,000,000 during the term of this Agreement, so long
as on or immediately prior to the date of the Company's receipt of such
net cash proceeds upon any issuance of Additional Senior Subordinated
Notes (1) no Default or Event of Default has occurred and is
continuing, (2) the Company has delivered an officer's certificate of
the Company to the Administrative Agent certifying that such net cash
proceeds shall be used solely to finance a Permitted Acquisition or
Permitted Acquisitions within 180 days of the date of such issuance,
and (3) the Company and its Subsidiaries are in compliance, on a pro
forma basis after giving effect to such incurrence of Indebtedness and
such Permitted Acquisition or Permitted Acquisitions, with the
covenants contained in Sections 8.09, 8.10, 8.11 and 8.12, and provided
further, that (1)
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if all or any portion of the net cash proceeds upon any issuance of
Additional Senior Subordinated Notes not required to be applied to the
mandatory repayment of outstanding Term Loans pursuant to the preceding
proviso are not used (or contractually committed to be used) to finance
a Permitted Acquisition or Permitted Acquisitions within 180 days after
such issuance of Additional Senior Subordinated Notes, such remaining
portion shall be applied on the last day of such period as a mandatory
repayment of outstanding Term Loans as provided above in this Section
4.02(A)(d) and (2) if all or any portion of such proceeds are not
required to be applied on the 180th day referred to in clause (1)
immediately above because such amount is contractually committed to be
used, and subsequent to such date such contract is terminated or
expires without such portion being so used, such remaining portion
shall be applied on the date of such termination or expiration as a
mandatory repayment of outstanding Term Loans as provided in this
Section 4.02(A)(d) .".
(b) Amendments to Section 8.02 (Consolidation, Merger, Sale or
Purchase of Assets, etc.). Clause (1) of Section 8.02 of the Credit Agreement is
amended by (i) replacing the amount "$50,000,000" with "$75,000,000" and (ii)
inserting the following text at the end of such clause, immediately preceding
the semicolon:
"(for clarification, to the extent that any Subsidiary so acquired
becomes a Wholly-Owned Subsidiary pursuant to subsequent investments
and purchases of equity interests permitted hereunder at any time after
such acquisition, consideration for, and other investments in, such
Subsidiary need not be included thereafter for the purpose of
determining compliance with the $75,000,000 aggregate investment
limitation)".
(c) Amendments to Section 8.03 (Liens). Section 8.03 of the
Credit Agreement is amended by:
(i) replacing the amount "$30,000,000" in clause (o) thereof
with "40,000,000";
(ii) replacing the word "and" at the end of clause (r) thereof
with a semicolon; and
(iii) deleting the period at the end of clause (s) inserting
the following text immediately thereafter:
"; and
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(t) Liens over bank accounts maintained at the Cash Pooling
Bank by Foreign Subsidiaries; provided that such Liens shall secure
only the obligations of the Foreign Subsidiaries under the Cash Pooling
Agreement.".
(d) Amendments to Section 8.04 (Indebtedness). Section 8.04 of
the Credit Agreement is amended by:
(i) (1) replacing the text "(B)" in the proviso to clause (c)
thereof with "and";
(2) inserting the following immediately preceding the text
"and (C)" in such proviso:
", (B) the Additional Senior Subordinated Notes will not amortize
principal thereof or mature prior to six months after the date of the
termination of this Agreement and the payment in full of all of the
Obligations,";
(3) replacing the amount "$600,000,000" in such proviso with
"$800,000,000"; and
(4) inserting the following text at the end of such proviso,
immediately preceding the semicolon:
"; provided further, that if, after giving effect to the issuance of
any Senior Subordinated Notes, the outstanding aggregate principal
amount of the Senior Subordinated Notes exceeds $600,000,000, the net
cash proceeds of the issuance of such Senior Subordinated Notes (the
"Additional Senior Subordinated Notes") shall be applied to the
mandatory prepayment of the Term Loans as provided in Section
4.02(A)(d)";
(ii) inserting the following text immediately preceding the
text ", provided" in clause (e) thereof:
"and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof plus accrued interest thereon
and fees and expenses reasonably incurred in connection therewith or
result in an earlier maturity date or decreased weighted average life
thereon";
(iii) replacing the amount "$30,000,000" in clause (k) thereof
with "$50,000,000";
(iv) inserting the following text immediately preceding the
text ", provided" in clause (j) thereof:
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"and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof plus accrued interest thereon
and fees and expenses reasonably incurred in connection therewith or
result in an earlier maturity date or decreased weighted average life
thereon";
(v) replacing clause (1) thereof in its entirety with the
following:
"Indebtedness of the Company and its Subsidiaries incurred pursuant to
any Permitted Receivables Financing and extensions, renewals and
replacements thereof that do not increase the outstanding principal
amount thereof plus accrued interest thereon and fees and expenses
reasonably incurred in connection therewith or result in an earlier
maturity date or decreased weighted average life thereon"; and
(vi) deleting the period at the end of clause (m) and
inserting the following text immediately thereafter:
"; and
(n) Indebtedness constituting a guaranty by the Company of the
obligations of the Foreign Subsidiaries to the Cash Pooling Bank under
the Cash Pooling Agreement.".
(e) Amendments to Section 8.06 (Advances, Investment and
Loans). Clause (o) of Section 8.06 of the Credit Agreement is amended by:
(i) inserting the following text immediately after the text
"may invest in Persons": ", including Subsidiaries,";
(ii) replacing the amount "$50,000,000" with "$75, 000,000";
(iii) inserting the following text at the end of the text of
the parenthetical therein:
"; for clarification, to the extent that any Person in which an
investment is made under this clause (o) becomes a Wholly-Owned
Subsidiary of the Company, such investment need not be included
thereafter for the purpose of determining compliance with the
$75,000,000 aggregate investment limitation"; and
(iv) inserting the following text at the end of such clause
immediately preceding the period:
5
"; provided further that if any Person would become a Subsidiary of the
Company pursuant to any investment proposed to be made under this
clause, such investment shall be subject to the conditions precedent
contained in Section 8.02(1) (except those conditions contained in the
second proviso thereto)".
(f) Amendments to Section 8.07 (Dividends, etc.). Section 8.07
of the Credit Agreement is amended by (i) deleting the word "and" at the end of
clause (h) thereof, (ii) replacing the amount "$10,000,000" in clause (i)
thereof with "$20,000,000", (iii) deleting the period at the end of the clause
(i) thereof and (iv) and inserting the following text immediately after clause
(i) thereof:
"; and
(j) the Company and each Wholly-Owned Subsidiary may, if
otherwise permitted by Section 8.06(o) or Section 8.02(1), purchase
capital stock of any Subsidiary, and any Subsidiary directly owned by
the Company or a Wholly-Owned Subsidiary of the Company may, if
otherwise permitted by Section 8.06(o) or Section 8.02(1), effect a
redemption, repurchase, cancellation or other retirement for value of
its own capital stock."
(g) Amendment to Section 8.14 (Limitation on Certain
Restrictions on Subsidiaries). Section 8.14 is replaced in its entirety with the
following text:
"SECTION 8.14. Limitation on Certain Restrictions on
Subsidiaries. The Company will not, and will not permit any Subsidiary
to, directly or indirectly, enter into, incur or permit to exist any
agreement or other arrangement that prohibits, restricts or imposes any
condition upon (a) the ability of the Company or any Subsidiary to
create, incur or permit to exist any Lien upon any of its property or
assets, or (b) the ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or to
make or repay loans or advances to the Company or any other Subsidiary
or to guarantee Indebtedness of the Company or any other Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and
conditions imposed by law or by any Credit Document or Senior
Subordinated Note Document, (ii) the foregoing shall not apply to
restrictions and conditions imposed by any Existing Indebtedness
Agreement or by reason of any Permitted Receivables Transaction (but
shall apply to any extension or renewal of, or any amendment or
modification expanding the scope of, any such restriction or
condition), (iii) the foregoing shall not apply to customary
restrictions and
6
conditions contained in agreements relating to the sale of a Subsidiary
pending such sale, provided such restrictions and conditions apply only
to the Subsidiary that is to be sold and such sale is permitted
hereunder, (iv) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted under Sections 8.04(e), 8.04(j), 8.04(1) or
8.04(n), in each case if such restrictions or conditions apply only to
the property or assets securing such Indebtedness and (v) clause (a) of
the foregoing shall not apply to customary provisions in leases and
licensing agreements restricting the assignment thereof.".
(h) Amendments to Section 8.15 (Limitation on the Creation of
Subsidiaries). Section 8.15 of the Credit Agreement is amended by (i) inserting
the following text immediately after the text "clause (1) of Section 8.02" in
the first parenthetical in the proviso thereto:
"or created or capitalized by investments in an aggregate amount at any
time of up to $50,000,000 permitted by the provisions of clause (o) of
Section 8.06"; and
(ii) replacing the text of the parenthetical in clause
(a)(iii) of the proviso thereto in its entirety with the following text:
"other than (i) Foreign Subsidiaries except to the extent otherwise
required pursuant to Section 7.12 (Foreign Subsidiary Security) and
(ii) Subsidiaries capitalized pursuant to Section 8.06(o) to the extent
that the aggregate investment in such Subsidiaries made pursuant to
8.06(o) does not exceed $50,000,000 at any time".
(i) Amendments to Section 10 (Definitions). Section 10(A) of
the Credit Agreement is amended by:
(i) replacing the amount "$30,000,000" in the definition of
the term "Local Letter of Credit Sublimit" with "$40,000,000"; and
(ii) inserting the following definitions in the appropriate
alphabetical order:
"Additional Senior Subordinated Notes" shall have the meaning
provided in Section 8.04(c).
"Cash Pooling Agreement" shall mean the cash pooling agreement
to be entered by the Company and the Foreign Subsidiaries regarding the
consolidation of the bank accounts of certain Foreign Subsidiaries, and
any amendments or supplements thereto or replacements thereof approved
by the Administrative Agent.
7
"Cash Pooling Bank" shall mean Bank Mendes ▇▇▇▇ N.V., a
banking entity organized under the laws of the Netherlands, or any
other bank or other financial institution party to the Cash Pooling
Agreement.
(j) Amendment to Section 12.07 (Calculations; Computations).
Clause (a) of Section 12.07 is amended by replacing in its entirety the proviso
thereto with the following:
"provided that (i) except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time and (ii)
notwithstanding the foregoing, prior to the effective date of each of
SFAS 141 and SFAS 142 (as provided therein) the Company need not give
effect to purchase accounting adjustments required or permitted by APB
16 (including non-cash write-ups and non-cash charges relating to
inventory and fixed assets, in each case arising in connection with the
Company) and APB 17 (including non-cash charges relating to intangibles
and goodwill arising in connection with the Company) or give effect to
any charges in connections with accounting for the Recapitalization;
provided, further, that, if the Company notifies the Administrative
Agent that the Company requests an amendment to any provision hereof to
eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision
(or if the Administrative Agent notifies the Company that the Required
Banks request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall
be interpreted on the basis of GAAP as in effect and applied
immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in
accordance herewith.".
SECTION 2. Consent. The Required Banks hereby (i) approve and
consent to the Tax Restructuring (including the Releases) for all purposes under
the Credit Documents and (ii) direct the Collateral Agent to execute and deliver
such documents and take all actions necessary to effect the release of, and such
actions as may be reasonably requested by the Company to evidence such release
of, the Liens created under the Credit Documents over the equity interests of
the Foreign Subsidiaries listed on Schedule 1 hereto and the guaranties under
the Credit Documents delivered by the Foreign Subsidiaries listed on Schedule 2
hereto.
SECTION 3. Representations and Warranties. Each of the
Borrowers hereby represents and warrants to each Bank, on and as of the date
hereof, that:
8
(a) This Amendment has been duly authorized, executed and
delivered by each Borrower, and each of this Amendment and the Credit Agreement
(as hereby amended) constitutes a legal, valid and binding obligation of each
Borrower party thereto, enforceable in accordance with its terms, except to the
extent that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws generally affecting
creditors' rights and by equitable principles (regardless of whether enforcement
is sought in equity or at law).
(b) After giving effect to this Amendment, the representations
and warranties of the Borrowers set forth in the Credit Documents are true and
correct in all material respects on and as of the date hereof, in each case with
the same effect as though made on and as of the date hereof, except to the
extent such representations and warranties expressly relate to an earlier date.
(c) On the date hereof and immediately after giving effect to
this Amendment, no Default has occurred and is continuing.
SECTION 4. Conditions to Effectiveness. This Amendment shall
become effective on the date (the "Amendment Effective Date") when:
(a) the Administrative Agent shall have received counterparts
of this Amendment that, when taken together, bear the signatures of each of the
Borrowers and the Required Banks;
(b) the Company shall have paid, to the extent invoiced on or
prior to October 15, 2001, all out-of-pocket expenses (including fees and
charges of counsel for the Administrative Agent) of the Administrative Agent
required to be paid or reimbursed by the Company under the Credit Agreement; and
(c) the Administrative Agent shall have received payment of all fees payable by
the Company in connection with this Amendment, including the fees described in
Section 5 below.
SECTION 5. Amendment Fees. The Company agrees to pay to the
Administrative Agent, for the account of each Bank that delivers an executed
counterpart to this Amendment prior to 5:00 p.m., New York City time, on October
15, 2001 (or, if later, on the Amendment Effective Date), an amendment fee equal
to 0.05% of the sum of (a) the aggregate unpaid principal amount of Term Loans
held by such Bank as of 5:00 p.m., New York City time, on the Amendment
Effective Date, and (b) such Bank's Revolving Credit Commitment in effect as of
5:00 p.m., New York City time, on the Amendment Effective Date; provided that
the foregoing
9
fee shall not be payable unless this Amendment becomes effective as provided in
Section 4 above.
SECTION 6. Miscellaneous. (a) This Amendment together with the
Credit Documents constitutes the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersedes any and all
prior agreements and understandings, oral or written, relating to the subject
matter hereof.
(b) Section headings used herein are for convenience of
reference only and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amendment.
(C) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
(d) Each reference to a party hereto shall be deemed to
include its successors and assigns, all of whom shall be bound by this Amendment
and to whose benefit the provisions of this Amendment shall inure.
(e) This Amendment may be executed in any number of
counterparts, each of which shall be an original but all of which, when taken
together, shall constitute but one instrument. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission
shall be effective as delivery of a manually executed counterpart of this
Amendment.
(f) Except as specifically amended or modified hereby, the
Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof. After the date hereof, any reference to the Credit Agreement
shall mean the Credit Agreement as amended hereby. This Amendment shall be a
Credit Document for all purposes.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
date first above written.
▇▇▇▇▇▇ SCIENTIFIC INTERNATIONAL
INC.,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President &
General Counsel
▇▇▇▇▇▇ SCIENTIFIC U.K., LIMITED,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President &
General Counsel
▇▇▇▇▇▇ SCIENTIFIC LIMITED,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President &
General Counsel
ACROS ORGANICS N.V.,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President &
General Counsel
▇▇▇▇▇▇ SCIENTIFIC S.A.S.,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President &
General Counsel
▇▇▇▇▇▇ SCIENTIFIC GmbH,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President &
General Counsel
▇▇▇▇▇▇ SCIENTIFIC KOREA LED.,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President &
General Counsel
▇▇▇▇▇▇ SCIENTIFIC B.V.,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President &
General Counsel
CASA ROCAS S.A. DE C.V.,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President &
General Counsel
▇▇▇▇▇▇ GENETICS ASIA pte LTD.,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President &
General Counsel
▇▇▇▇▇▇ SCIENTIFIC pte LTD.,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President &
General Counsel
▇▇▇▇▇▇ SCIENTIFIC AG,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President &
General Counsel
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Bank,
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORPORATION,
as Syndication Agent and as a Bank,
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
DLJ CAPITAL FUNDING, INC., as
Documentation Agent and as a Bank,
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
KZH CNC LLC,
By: /s/ ▇▇▇▇▇ ▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH CRESCENT LLC,
By: /s/ ▇▇▇▇▇ ▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH CRESCENT-2 LLC,
By: /s/ ▇▇▇▇▇ ▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC,
By: /s/ ▇▇▇▇▇ ▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH ING-2 LLC,
By: /s/ ▇▇▇▇▇ ▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH LANGDALE LLC,
By: /s/ ▇▇▇▇▇ ▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
SENIOR DEBT PORTFOLIO,
BY: BOSTON MANAGEMENT AND RESEARCH as Investment
Advisor,
By: /s/ ▇▇▇▇▇ ▇. Page
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Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
FLEET NATIONAL BANK,
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
BNP PARIBAS,
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Time: Vice President
By: /s/ ▇▇▇▇▇ ▇. March
--------------------------------------------------
Name: ▇▇▇▇▇ ▇. March
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT as
Investment Advisor,
By: /s/ ▇▇▇▇▇ ▇. Page
-------------------------------------------
Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR
LOAN FUND,
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT as
Investment Advisor,
By: /s/ ▇▇▇▇▇ ▇. Page
-------------------------------------------
Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ CDO III, LTD.,
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT as Investment Advisor,
By: /s/ ▇▇▇▇▇ ▇. Page
-------------------------------------------
Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ CDO IV, LTD.,
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT as
Investment Advisor,
By: /s/ ▇▇▇▇▇ ▇. Page
-------------------------------------------
Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
▇▇▇▇▇▇▇ & CO.,
BY: BOSTON MANAGEMENT AND RESEARCH, as Investment
Advisor,
By: /s/ ▇▇▇▇▇ ▇. Page
-------------------------------------------
Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY,
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Time: Vice President
NATEXIS BANQUES POPULAIRES,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
--------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Vice President &
Group Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST,
BY: ▇▇▇ ▇▇▇▇▇▇ INVESTMENT ADVISORY CORP.,
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Director
▇▇▇ ▇▇▇▇▇▇ CLO I, LIMITED,
BY: ▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.,
as Collateral Manager,
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Director
BANK OF AMERICA, N.A.,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
NATIONAL CITY BANK,
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Account Officer
CIBC, INC.,
BY: CIBC WORLD MARKETS CORP., as Agent,
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Director
ABN AMRO BANK N.V.,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
MITSUBISHI TRUST & BANKING,
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
NEW YORK LIFE INSURANCE COMPANY,
By: /s/ F. ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇
Title: Investment Vice President
NEW YORK LIFE INSURANCE and ANNUITY CORPORATION,
BY: NEW YORK LIFE INVESTMENT MANAGEMENT LLC, as
Investment Manager,
By: /s/ F. ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ NATIONAL LIFE INSURANCE
COMPANY,
BY: PPM AMERICA, INC, as its
attorney-in-fact,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
ERSTE BANK,
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Erste Bank, New York
Branch
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
Erste Bank, New York
Branch
FIRSTRUST BANK,
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
HSBC BANK USA,
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CREDIT INDUSTRIEL ET COMMERICAL,
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
SEQUILS I, LTD,
BY: TCW ADVISORS, INC., as
Collateral Manager,
By: /s/ ▇▇▇▇ ▇. Gold
-------------------------------------------
Name: ▇▇▇▇ ▇. Gold
Title: Managing Director
By: /s/ G. ▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------------
Name: G. ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA,
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
MELLON BANK, N.A.,
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.,
BY: INDOSUEZ CAPITAL, as
Portfolio Advisor,
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: VP-Portfolio Manager
BALANCED HIGH YIELD FUND I, LTD.,
By: ING CAPITAL ADVISORS LLC, as
Asset Manager,
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
BALANCED HIGH YIELD FUND II, LTD.,
By: ING CAPITAL ADVISORS LLC as
Asset Manager,
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
PB CAPITAL,
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇. ▇. ▇▇▇▇▇
--------------------------------------------------
Name: ▇. ▇. ▇▇▇▇▇
Title: Managing Director
THE INDUSTRIAL BANK OF JAPAN,
LIMITED,
By: /a/ Mabuchi Akihiko
--------------------------------------------------
Name: Mabuchi Akihiko
Title: Senior Vice President
WINGED FOOT FUNDING TRUST,
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
SUMITOMO MITSUI BANKING CORPORATION,
By: /s/ Suresh Tata
--------------------------------------------------
Name: Suresh Tata
Title: Senior Vice President
ALLIANCE INVESTMENTS LIMITED,
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Tithe: Senior Vice President
FRANKLIN CLO I, LIMITED,
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
FRANKLIN CLO II, LIMITED,
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
GALAXY CLO 1999-1, LTD.,
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Agent
CREDIT SUISSE FIRST BOSTON,
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Tithe: Director
BANKERS TRUST COMPANY,
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
ARCHIMEDES FUNDING II, LTD.,
BY: ING Capital Advisors LLC as
Collateral Manager,
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
CONTINENTAL ASSURANCE COMPANY,
Separate Account (E),
BY: TCW ASSET MANAGEMENT COMPANY, as Attorney-in-Fact,
By: /s/ ▇▇▇▇ ▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Managing Director
By: /s/ G. ▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------------
Name: G. ▇▇▇▇▇▇ ▇▇▇▇
Tithe: Vice President
OXFORD STRATEGIC INCOME FUND,
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT, as
Investment Advisor,
By: /s/ ▇▇▇▇▇ ▇. Page
-------------------------------------------
Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
Schedule 1
Released Pledges
▇▇▇▇▇▇ Scientific Limited
▇▇▇▇▇▇ Scientific of the Netherlands B.V.
Acros Organics B.V.B.A.
▇▇▇▇▇▇ Bioblock Scientific S.A.S.
▇▇▇▇▇▇ Scientific Holding U.K. Limited
▇▇▇▇▇▇ Scientific Europe Holdings B.V.
▇▇▇▇▇▇ Scientific The Hague I B.V.
▇▇▇▇▇▇ Scientific The Hague II B.V.
▇▇▇▇▇▇ Scientific UK Holding Company Limited
FSL Holding L.L.C.
▇▇▇▇▇▇ Scientific Belgium Holding B.V.B.A.
▇▇▇▇▇▇ Scientific ▇▇
▇▇▇▇▇▇ Scientific U.K. Limited
▇▇▇▇▇▇ Chimica N.V.
Schedule 2
Released Guarantees
▇▇▇▇▇▇ Scientific Europe Holdings B.V.
▇▇▇▇▇▇ Scientific The Hague I B.V.
▇▇▇▇▇▇ Scientific The Hague II B.V.
▇▇▇▇▇▇ Scientific UK Holdings Company Limited
▇▇▇▇▇▇ Scientific Belgium Holding B.V.B.A.
▇▇▇▇▇▇ Clinical Services U.K. Limited
▇▇▇▇▇▇ Clinical Services Holding GmbH
▇▇▇▇▇▇ Chimica N.V.
▇▇▇▇▇▇ Scientific AG
Acros Organics B.V.B.A.