EX-10.10-31 15 a2029395zex-10_1031.txt EXHIBIT 10.10-3-1 DECRANE AIRCRAFT HOLDINGS, INC. EXHIBIT 10.10.3.1 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "AMENDMENT") is dated as of June 30, 2000 and entered into by and among DeCrane Aircraft Holdings, Inc., a Delaware corporation ("COMPANY"), the financial institutions listed on the signature pages hereof ("LENDERS"), DLJ Capital Funding, Inc., as syndication agent for Lenders ("SYNDICATION AGENT"), and Bank One, NA, as administrative agent for Lenders ("ADMINISTRATIVE AGENT"), and is made with reference to that certain Third Amended and Restated Credit Agreement dated as of May 11, 2000 (the "CREDIT AGREEMENT"), by and among Company, the lenders listed on the signature pages thereof, Syndication Agent and Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. RECITALS WHEREAS, Company and Lenders desire to amend the Credit Agreement to permit the issuance by Company of up to $25,000,000 of Senior Exchangeable Preferred Stock and to modify subsection 7.16 of the Credit Agreement regarding the acquisition of ERDA, Inc. in certain respects. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT 1.1 AMENDMENTS TO SECTION 1: DEFINITIONS A. Subsection 1.1 of the Credit Agreement is hereby amended by adding thereto the following definition, which shall be inserted in proper alphabetical order: "`COMPANY PREFERRED STOCK' means the Senior Exchangeable Preferred Stock, which shall accrue dividends at the rate of 16.0% per annum and mature in 2009, issued by Company, the proceeds of which will be used as provided in subsection 7.16." B. Subsection 1.1 of the Credit Agreement is hereby amended by deleting the definition of "Change of Control" and inserting the following definition in lieu thereof, which shall be inserted in proper alphabetical order: "`CHANGE IN CONTROL' means (i) the failure of Parent at any time to own, directly or indirectly, free and clear of all Liens and encumbrances (other than Liens created under the Loan Documents and Liens described in clauses (i) and (iv) of the definition of "Permitted Encumbrances"), all right, title and interest in 100% of the capital stock of Company, other than the Company 1 Preferred Stock; (ii) the failure of the DLJMB and the Affiliates of any entity included in the definition of "DLJMB" to own at least 51% (on a fully diluted basis) of the economic and voting interest in the voting stock of Parent; (iii) the failure of DLJMB and the Affiliates of any entity included in the definition of "DLJMB" at any time to have the right to designate or nominate at least 51% of the Board of Directors of Parent; or (iv) the occurrence of a "Change of Control" as defined under any agreement governing any Subordinated Indebtedness issued by Company or the PIK Preferred Stock or PIK Notes issued by Parent." 1.2 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS Subsection 7.16 is hereby amended by deleting it in its entirety and substituting the following therefor: "7.16 ERDA ACQUISITION. Company shall not, and shall not permit any of its Subsidiaries to, consummate, directly or indirectly, the acquisition of ERDA, Inc. unless (i) Company has received additional gross cash proceeds of at least $25,000,000 from the issuance of Company Preferred Stock and (ii) the aggregate purchase price (excluding Earn-Outs) for ERDA, Inc. does not exceed $34,000,000, and (iii) the documentation for such acquisition shall be in form and substance reasonably satisfactory to Syndication Agent." SECTION 2. CONDITIONS TO EFFECTIVENESS The amendments referred to in Section 1 are subject to the satisfaction on or prior to June 30, 2000 of all of the following conditions precedent and the conditions set forth in Section 5E hereof (the date of satisfaction of such conditions being referred to herein as the "FIRST AMENDMENT EFFECTIVE DATE"): A. On or before the First Amendment Effective Date, Company shall deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the First Amendment Effective Date: 1 Resolutions of its Board of Directors approving and authorizing the execution, delivery, and performance of this Amendment and the issuance of the Company Preferred Stock, certified as of the First Amendment Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; 2 Signature and incumbency certificates of its officers executing this Amendment; and 3 Executed originals of this Amendment, executed by Company and by each Subsidiary Guarantor. 2 B. Lenders shall have received originally executed copies of one or more favorable written opinions of Davis Polk & Wardwell, Spolin & Silverman and other counsel reasonably acceptable to the Agents, each counsel for Company, in form and substance reasonably satisfactory to Administrative Agent and its counsel, dated as of the First Amendment Effective Date and setting forth, collectively, substantially the matters in the opinions designated in ANNEX A to this Amendment. C. All documents executed or submitted in connection with the transactions contemplated hereby by or on behalf of Company or any of its Subsidiaries shall be reasonably satisfactory in form and substance to Agents and their counsel; Agents and their counsel shall have received all information, approvals, opinions, documents or instruments that Agents or their counsel shall have reasonably requested. SECTION 3. COMPANY'S REPRESENTATIONS AND WARRANTIES In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete on and as of the First Amendment Effective Date: A. CORPORATE POWER AND AUTHORITY. Each of Company and each of its Subsidiaries has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT"). B. AUTHORIZATION OF AGREEMENTS; COMPANY PREFERRED STOCK. The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of each of Company and each of its Subsidiaries. The issuance of the Company Preferred Stock has been duly authorized by all requisite corporate action by Company and when issued, will be validly issued, fully paid and nonassessable. C. NO CONFLICT. The execution, delivery and performance by each of Company and each of its Subsidiaries of this Amendment, the performance by Company of the Amended Agreement and the issuance of the Company Preferred Stock do not and will not (i) violate any provision of (x) any law or any governmental rule or regulation applicable to Company or any of its Subsidiaries where such violations in the aggregate have had or could reasonably be expected to have a Material Adverse Effect, (y) the Certificate or the Articles of Incorporation or Bylaws of Parent, Company or any of Company's Subsidiaries or (z) any order, judgment or decree of any court or other agency of government binding on Company or any of Company's Subsidiaries where such violations in the aggregate have had or could reasonably be expected to have a Material Adverse Effect, (ii) conflict with, result in a breach of or constitute a default under any Contractual Obligation of Parent, Company or any of its Subsidiaries where such conflict, breach or default in the aggregate have had or could reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Company or any of Company's Subsidiaries (other than Liens created under any of the Loan Documents in favor 3 of Administrative Agent on behalf of Lenders), or (iv) require any approval of or consent of any Person under any Contractual Obligation of Parent, Company or any of Company's Subsidiaries, except for such approvals or consents the failure of which to obtain has not had and could not reasonably be expected to have a Material Adverse Effect. D. GOVERNMENTAL CONSENTS. The execution, delivery and performance by each of Company and each of its Subsidiaries of this Amendment, the performance by Company of the Amended Agreement and the issuance of the Company Preferred Stock do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body other than any such registrations, consents, approvals, notices or other actions (x) that have been made, obtained or taken on or prior to the date on which such registrations, consents, approvals, notices or other actions are required to be made, obtained or taken, as the case may be, and are in full force and effect or (y) the failure of which to make, obtain or take has not had and could not reasonably be expected to have a Material Adverse Effect. E. BINDING OBLIGATION. Each of this Amendment and the Amended Agreement has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT. The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default. SECTION 4. ACKNOWLEDGEMENT AND CONSENT Each of Parent and the Subsidiary Guarantors (each a "GUARANTOR") is a party to a Guaranty and each such Guarantor has guarantied the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that the Guaranty to which it is a party or otherwise bound will continue to guaranty to the fullest extent possible the payment and performance of all "Guarantied Obligations" as such term is defined in the applicable Guaranty, including without limitation the payment and 4 performance of all such "Guarantied Obligations" in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement. Each Guarantor (a) acknowledges and agrees that the Guaranty to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (b) represents and warrants that all representations and warranties contained in the Amended Agreement and in the Guaranty to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date; and (c) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement. SECTION 5. MISCELLANEOUS A. EFFECT OF AMENDMENT. Reference to and effect on the Credit Agreement and the other Loan Documents. (i) On and after the First Amendment Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in 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 Amended Agreement. (ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Agents or any Lender under, the Credit Agreement or any of the other Loan Documents. B. FEES AND EXPENSES. Company acknowledges that all costs, fees and expenses as described in subsection 10.2 of the Credit Agreement incurred by Agents and their counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Company. 5 C. HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment (other than the provisions of Section 1 hereof, the effectiveness of which is governed by Section 2 hereof) shall become effective upon the execution of a counterpart hereof by Company, Requisite Lenders, Syndication Agent, Administrative Agent, and the Guarantors and receipt by Company and Agents of written or telephonic notification of such execution and authorization of delivery thereof. [Remainder of page intentionally left blank] IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. DECRANE AIRCRAFT HOLDINGS, INC., a Delaware corporation By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer 6 AEROSPACE DISPLAY SYSTEMS, INC., a Delaware corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer AUDIO INTERNATIONAL, INC., an Arkansas corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer AVTECH CORPORATION, a Washington corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer BOOTH ACQUISITION, LLC, a Delaware limited liability corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Title: 7 CORY COMPONENTS, INC., a California corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer DETTMERS INDUSTRIES, INC., a Delaware corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer ELSINORE AEROSPACE SERVICES, INC., a California corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer 8 ELSINORE ENGINEERING,INC., a California corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer HOLLINGSEAD INTERNATIONAL, INC., a California corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer TRI-STAR ELECTRONICS INTERNATIONAL, INC., a California corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer PATS, INC., a Maryland corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer 9 PATS AIRCRAFT AND ENGINEERING CORPORATION, a Maryland corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer FLIGHT REFUELING, INC., a Maryland corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer PATRICK AIRCRAFT TANK SYSTEMS, INC., a Maryland corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer PATS SUPPORT, INC., a Maryland corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer 10 PPI HOLDINGS, INC., a Kansas corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer PRECISION PATTERN, INC., a Kansas corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer CUSTOM WOODWORK & PLASTICS, INC., a Delaware corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer INTERNATIONAL CUSTOM INTERIORS, INC., a Florida corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer 11 PCI ACQUISITION CO., INC., a Delaware corporation (for purposes of Section 4 only) as a Subsidiary Guarantor By:______________________________________ Name: Richard J. Kaplan Title: Senior Vice President and Chief Financial Officer DECRANE HOLDINGS CO., a Delaware corporation (for purposes of Section 4 only) as a guarantor By:______________________________________ Name:_______________________________ Title:______________________________ DLJ CAPITAL FUNDING, INC., as a Lender and as Syndication Agent By:______________________________________ Name:_______________________________ Title:______________________________ BANK ONE, NA, as a Lender and as Administrative Agent By:______________________________________ Name:_______________________________ Title:______________________________ 12 UNION BANK OF CALIFORNIA, N.A., as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ BHF (USA) CAPITAL CORPORATION, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ CITY NATIONAL BANK, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ U.S. BANK NATIONAL ASSOCIATION, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ 13 PARIBAS, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ By:______________________________________ Name:_______________________________ Title:______________________________ MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ NORSE CBO, LTD., as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ THE TRAVELERS INSURANCE COMPANY, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ 14 VAN KAMPEN SENIOR FLOATING RATE FUND, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ ARCHIMEDES FUNDING II, LTD., as a Lender By: ING Capital Advisors, LLC, as Collateral Manager By:_______________________________ Name:___________________________ Title:__________________________ ARCHIMEDES FUNDING III, LTD., as a Lender By: ING Capital Advisors, LLC, as Collateral Manager By:_______________________________ Name:___________________________ Title:__________________________ 15 BALANCED HIGH-YIELD FUND II LTD., as a Lender By: BHF (USA) Capital Corporation As Attorney-In-Fact By:_______________________________ Name:___________________________ Title:__________________________ By:_______________________________ Name:___________________________ Title:__________________________ KZH HIGHLAND-2 LLC, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ THE TRAVELERS CORPORATE LOAN FUND INC., as a Lender By: Travelers Asset Management International Corp. By:_______________________________ Name:___________________________ Title:__________________________ 16 ING HIGH INCOME PRINCIPAL PRESERVATION FUND HOLDINGS, LDC, as a Lender By: ING Capital Advisors LLC, as Investment Advisor By:_______________________________ Name:___________________________ Title:__________________________ SEQUILS-ING I (HBDGM), LTD., as a Lender By: ING Capital Advisors LLC, as Collateral Manager By:_______________________________ Name:___________________________ Title:__________________________ VAN KAMPEN PRIME RATE INCOME TRUST, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ 17 SAAR HOLDINGS CDO, LIMITED, as a Lender By: Massachusetts Mutual Life Insurance Company, as Collateral Manager By:_______________________________ Name:__________________________ Title:_________________________ KZH ING-3 LLC, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ KZH ING-2 LLC, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ 18 BALANCED HIGH-YIELD FUND I LTD., as a Lender By: BHF-BANK Aktiengesellschaft By:_______________________________ Name:__________________________ Title:_________________________ By:_______________________________ Name:__________________________ Title:_________________________ PERSEUS CDO I, LIMITED, as a Lender By: Massachusetts Mutual Life Insurance Company, as Collateral Manager By:_______________________________ Name:__________________________ Title:_________________________ KZH RIVERSIDE LLC, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ HIGHLAND CAPITAL MANAGEMENT, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ 19 KEMPER FLOATING RATE FUND, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ OLYMPIC FUNDING TRUST, SERIES 1999-1, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ SRF TRADING, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ STEIN ROE & FARNHAM CLO I LTD., as a Lender By: Stein Roe & Farnham Incorporated, as Portfolio Manager By:_______________________________ Name:__________________________ Title:_________________________ 20 OPPENHEIMER SENIOR FLOATING RATE FUND, as a Lender By:______________________________________ Name:_______________________________ Title:______________________________ LIBERTY - STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND, as a Lender, by Stein Roe & Farnham Incorporated, as Advisor By:______________________________________ Name:_______________________________ Title:______________________________ COLUMBUS LOAN FUNDING, LTD, as a Lender, By:______________________________________ Name:_______________________________ Title:______________________________ KEYPORT LIFE INSURANCE COMPANY, as a Lender By: Stein Roe & Farnham Incorporated, as agent By:_____________________________ Name:___________________________ Title:__________________________ 21 STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY, as a Lender By: ___________________________________ Name: ___________________________________ Title:___________________________________ MUIRFIELD TRADING LLC, as a Lender By: ___________________________________ Name: ___________________________________ Title:___________________________________ VAN KAMPEN SENIOR INCOME TRUST, as a Lender By: ___________________________________ Name: ___________________________________ Title:___________________________________ THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as a Lender By: ___________________________________ Name: ___________________________________ Title:___________________________________ ELC (CAYMAN) LTD. 1999-III, as a Lender By: ___________________________________ Name: ___________________________________ Title:___________________________________ 22 ELC (CAYMAN) LTD. 2000-I, as a Lender By: ___________________________________ Name: ___________________________________ Title:___________________________________ NORTHWOODS CAPITAL, LIMITED, as a Lender By: Angelo, Gordon & Co., L.P., as Collateral Manager By: _________________________ Name: _________________________ Title: _________________________ NORTHWOODS CAPITAL II, LIMITED, as a Lender By: Angelo, Gordon & Co., L.P., as Collateral Manager By: _________________________ Name: _________________________ Title: _________________________ KZH SHOSHONE, as a Lender By: ___________________________________ Name: ___________________________________ Title:___________________________________ 23 MAPLEWOOD (CAYMAN) LIMITED, as a Lender By: ___________________________________ Name: ___________________________________ Title:___________________________________ 24 ANNEX A MATTERS TO BE COVERED IN OPINION OF COUNSEL TO COMPANY 1. Company has been duly incorporated, and is validly existing in good standing under the laws of the State of Delaware with corporate power to own its properties and assets, to enter into the Amendment, to issue the Company Preferred Stock, and to perform its obligations under the Amendment. 2. The execution, delivery and performance of the Amendment by Company and the issuance of the Company Preferred Stock have been duly authorized by all necessary corporate action on the part of Company, the Amendment has been duly executed and delivered by Company, and the Amendment and the Amended Credit Agreement constitute the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. 3. When issued, the Company Preferred Stock will be validly issued fully paid and nonassessable. 4. Company's execution and delivery of the Amendment, the consummation of the transactions contemplated by the Amendment and the issuance of the Company Preferred Stock do not and will not (i) violate the Certificate of Incorporation or By-laws of Parent or of Company, (ii) violate, breach or result in a default under any existing obligation of Parent or of Company under any other agreement, (iii) breach or otherwise violate any existing obligation of Company under any order, judgment or decree of any New York, California or federal court or Governmental Authority binding on Company or (iv) violate any New York, California or federal statute or regulation. 5. No governmental consents, approvals, authorizations, registrations, declarations or filings are required by Company in connection with the execution and delivery by Company of the Amendment, the performance by Company of the Amended Credit Agreement and the issuance of the Company Preferred Stock. 25