Exhibit 10.1
SEVENTH AMENDMENT
SEVENTH AMENDMENT, dated as of February 28, 2003 (this "Seventh
Amendment"), to the Credit and Guarantee Agreement, dated as of June 26, 1997
(the "Credit Agreement"), among Xxxx Industries, Inc., a Delaware corporation
(the "Company"), each Foreign Subsidiary Borrower (as defined in the Credit
Agreement) (together with the Company, the "Borrowers"), the several banks and
other financial institutions from time to time parties thereto (the "Lenders")
and JPMorgan Chase Bank, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), as amended by a First Amendment, dated as
of August 17, 1998, among the Borrowers, the Lenders and the Administrative
Agent, a Second Amendment, dated as of December 31, 1998, among the Borrowers,
the Lenders and the Administrative Agent, a Third Amendment and Consent, dated
as of March 31, 1999, among the Borrowers, the Lenders and the Administrative
Agent, a Fourth Amendment, dated as of February 29, 2000, among the Borrowers,
the Lenders and the Administrative Agent, a Fifth Amendment, dated as of May 2,
2000, among the Borrowers, the Lenders and the Administrative Agent, and a Sixth
Amendment, dated as of December 28, 2001, among the Borrowers, the Lenders and
the Administrative Agent.
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrowers; and
WHEREAS, the Borrowers have requested, and, upon this Seventh Amendment
becoming effective, the Lenders have agreed, that certain provisions of the
Credit Agreement be amended in the manner provided for in this Seventh
Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
II. Amendments to Credit Agreement.
(a) Amendments to Subsection 1.1; Additional Definitions. Subsection
1.1 of the Credit Agreement is hereby amended by adding thereto the following
definitions:
"Capital Markets Transaction": means (a) the issuance and sale
by the Company or its Subsidiaries in a Rule l44A/Regulation S
transaction or private placement of notes, debentures,
convertible debt, warrants, instruments or other debt
securities, (b) the incurrence by the Company or its
Subsidiaries of subordinated loans or (c) the consummation of
a sale-leaseback transaction related to the operations or
property of the Foreign Subsidiary Borrowers or either of
them.
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"FQ1", "FQ2", "FQ3", and "FQ4": when used with a numerical
year designation, means the first, second, third or fourth
fiscal quarters, respectively, of such fiscal year of the
Borrower.
"Seventh Amendment Effective Date": February 28, 2003.
(b) Amendment to Subsection 1.1; Definition of "Consolidated EBITDA".
The definition of "Consolidated EBITDA" contained in Subsection 1.1 of the
Credit Agreement is hereby amended by deleting such definition in its entirety
and substituting in lieu thereof the following:
"Consolidated EBITDA": for any period, the sum of (a)
Consolidated Net Income for such fiscal period plus (b) the
amount of income and franchise taxes and depreciation
deducted in determining such Consolidated Net Income plus (c)
the amount of Consolidated Interest Expense for such period
plus (d) amortization of Intangible Assets deducted in
determining such Consolidated Net Income, provided, however,
that in any computation of Consolidated Net Income, the
following items, without duplication, shall be disregarded:
(i) non-cash charges deducted in determining Consolidated Net
Income for any period due to impairments recorded in
accordance with the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 142 and 144,
(ii) other non-cash charges deducted in determining
Consolidated Net Income for any period that are associated
with a writedown of intangible assets in an amount not to
exceed $5,000,000 in the aggregate while this Agreement is
in effect, (iii) any extraordinary or non-recurring non-cash
gains that are included in determining Consolidated Net
Income and (iv) the non-cash portion of charges deducted in
determining Consolidated Net Income in accordance with the
Company's 2003 Strategic Plan Implementation Cost Summary,
such charges not to exceed $ 17,613,000 in an aggregate
amount.
(c) Amendment to Subsection 1.1; Definition of "Applicable Margin". The
definition of "Applicable Margin" contained in Subsection 1.1 of the Credit
Agreement is hereby amended by deleting subsection (d) of such definition in its
entirety and substituting in lieu thereof the following:
(d) for each day from and after the Seventh Amendment
Effective Date until the subsequent Adjustment Date, the
Applicable Margin shall be 3.50% per annum, and from and after
such subsequent Adjustment Date the Applicable Margin shall be
determined in accordance with Annex I based upon the
Consolidated Leverage Ratio as of the last day of the fiscal
quarter to which such Adjustment Date relates.
(d) Amendment to Subsection 1.1; Definition of "Commitment Fee Rate".
The definition of "Commitment Fee Rate" contained in Subsection 1.1 of the
Credit Agreement is hereby amended by deleting subsection (d) of such definition
in its entirety and substituting in lieu thereof the following:
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(d) for each day from and after the Seventh Amendment
Effective Date until the subsequent Adjustment Date, the Commitment Fee
Rate shall be .75% per annum, and from and after such subsequent
Adjustment Date the Commitment Fee Rate shall be determined in
accordance with Annex I based upon the Consolidated Leverage Ratio as
of the last day of the fiscal quarter to which such Adjustment Date
relates.
(e) Amendment to Subsection 1.1; Definition of "Consolidated Net
Worth". The definition of "Consolidated Net Worth" contained in Subsection 1.1
of the Credit Agreement is hereby amended by deleting such definition in its
entirety and substituting in lieu thereof the following:
"Consolidated Net Worth": at any date, stockholders equity of
the Company and its Subsidiaries on a consolidated basis as at such
date, determined in accordance with GAAP, adjusted to exclude (a)
non-cash charges due to impairments recorded in accordance with the
Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 142 and 144 and (b) other non-cash charges
that are associated with a writedown of intangible assets in an
aggregate amount not to exceed $5,000,000, in each case except to the
extent that cash payments are made in respect of such non-cash charges
whether such cash payments are made during the period in which such
charges are recorded or in any subsequent period.
(f) Amendment to Subsection 6.1; Interest rates and Payment Dates.
Subsection 6.1 of the Credit Agreement is hereby amended by deleting clause (c)
of such subsection in its entirety and substituting in lieu thereof the
following:
(c) Each ABR Loan shall bear interest for each day that it is
outstanding at a rate per annum equal to the Alternate Base Rate for
such day plus the ABR Margin, which shall be .75% from and after the
Seventh Amendment Effective Date until the subsequent Adjustment Date,
and from and after such subsequent Adjustment Date the ABR Margin shall
be determined in accordance with Annex I based upon the Consolidated
Leverage Ratio as of the last day of the fiscal quarter to which such
Adjustment Date relates.
(g) Amendment to Subsection 6.13; Use of Proceeds. Subsection 6.13 of
the Credit Agreement is hereby amended by deleting such subsection in its
entirety and substituting in lieu thereof the following:
6.13 Use of Proceeds. The proceeds of the Loans shall
be used (a) to refinance the Existing Credit Agreement, (b) to
pay fees and expenses incurred by the Borrowers in connection
with this Agreement, (c) to finance the Xxxx Acquisition, pay
transaction fees and related costs with respect to the Xxxx
acquisition, refinance certain indebtedness of Xxxx and
finance the working capital needs of Xxxx; provided that none
of the proceeds of the Loans shall be available for any of the
uses described in this subsection 6.13(c) prior to the Second
Closing Date and (d) for working capital and other general
corporate purposes of the Borrowers and their consolidated
Subsidiaries, including investments and acquisitions; provided
that not more than 75,000,000 euro (or, if applicable, the
equivalent thereof in other Available Foreign Currencies) in
the
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aggregate of Loan proceeds shall be used for any of the uses described
in subsections 6.13(c) and (d) (excluding the Company with respect to
such subsection).
(h) Amendments to Section 9; Affirmative Covenants. Section 9 of the
Credit Agreement is hereby amended by adding thereto the following subsections:
9.12 Asset Based Audit. If the Administrative Agent so requests,
cooperate with Xxxx, Xxxxxx and Xxxxxxxxx, LLC or a similar firm
acceptable to the Administrative Agent to permit such firm to complete
an audit of the Collateral within 60 days after the Seventh Amendment
Effective Date.
9.13 Outside Consultant. If at any time after the Seventh
Amendment Effective Date an Event of Default occurs, or if the
Consolidated Leverage Ratio is greater than or equal to 4.50 to 1.00
on September 27, 2003, engage a nationally recognized consultant
acceptable to the Administrative Agent to recommend strategic
alternatives satisfactory to the Administrative Agent in a timeframe
and scope acceptable to the Administrative Agent.
9.14 Mortgaged Properties. Within 60 days after the Seventh
Amendment Effective Date, execute and deliver to the Administrative
Agent in form and substance satisfactory to the Administrative Agent
the following certificates and documents with respect to each property
("Mortgaged Property") listed in Schedule 9.14:
(a) a mortgage or a deed of trust, as applicable ("Mortgage"),
in favor of, or for the benefit of, the Administrative Agent for the
benefit of the Lenders, in form and substance reasonably satisfactory
to the Administrative Agent;
(b) any material governmental and third party approvals
(including landlords' and other consents) necessary in connection with
creating each Mortgage;
(c) to the extent existing and requested by the Administrative
Agent, a written environmental assessment regarding each Mortgaged
Property, prepared by an environmental consultant acceptable to the
Administrative Agent, in form, scope, and substance satisfactory to
the Administrative Agent, together with a letter from the
environmental consultant permitting the Administrative Agent and the
Lenders to rely on the environmental assessment as if addressed to and
prepared for each of them;
(d) if requested by the Administrative Agent, an appraisal of
the value, or a valuation, of each Mortgaged Property, which shall be
reasonably satisfactory to the Administrative Agent; and
(e) (i) if requested by the Administrative Agent, maps or plats
(to the extent maps or plats are available in the states where the
Mortgaged Property is located) of an as-built survey of the sites of
the Mortgaged Properties prepared by
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an independent professional licensed land surveyor reasonably
satisfactory to the Administrative Agent and the Title
Insurance Company (as defined below) (and certified by such
surveyor to the Administrative Agent and the Title Insurance
Company), any such maps or plats and the surveys on which they
are based being made in accordance with the Minimum Standard
Detail Requirements for Land Title Surveys jointly established
and adopted by the American Land Title Association and the
American Congress on Surveying and Mapping in 1992, and,
without limiting the generality of the foregoing, there shall
be surveyed and shown on such maps, plats or surveys the
following: (A) the locations on such sites of all the
buildings, structures and other improvements and the
established building setback lines; (B) the lines of streets
abutting the sites and width thereof; (C) all access and other
easements appurtenant to the sites; (D) all roadways, paths,
driveways, easements, encroachments and overhanging
projections and similar encumbrances affecting the site,
whether recorded, apparent from a physical inspection of the
sites or otherwise known to the surveyor; (E) any
encroachments on any adjoining property by the building
structures and improvements on the sites; (F) if the site is
described as being on a filed map, a legend relating the
survey to said map; and (G) the flood zone designations, if
any, in which the Mortgaged Properties are located;
(ii) a mortgagee's title insurance policy (or
policies) or marked up unconditional binder for such
insurance, along with evidence satisfactory to the
Administrative Agent that all premiums in respect of each
such policy, all charges for mortgage recording tax, and all
related expenses, if any, have been paid. Each such policy
shall (A) be in an amount reasonably satisfactory to the
Administrative Agent, but not greater than the amounts of
the Liens described in Schedule 9.14; (B) be issued at
ordinary rates; (C) insure that the Mortgage insured thereby
creates a valid first lien on such Mortgaged Property free
and clear of all defects and encumbrances, except as
disclosed therein; (D) name the Administrative Agent for the
benefit of the Lenders as the insured thereunder; (E) be in
the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and
10/17/84) (or equivalent policies); (F) contain such
endorsements and affirmative coverage as the Administrative
Agent may reasonably request and (G) be issued by a title
company ("Title Insurance Company") satisfactory to the
Administrative Agent (including any such title companies
acting as co-insurers or reinsurers, at the option of the
Administrative Agent);
(iii) if requested by the Administrative Agent and if
applicable to any Mortgaged Property, (A) a policy of flood
insurance that (1) covers any parcel of improved real property
that is encumbered by any Mortgage and (2) is written in an
amount not less than the outstanding principal amount of the
indebtedness secured by such Mortgage that is reasonably
allocable to such real property or the maximum limit of
coverage made available with respect to the particular type of
property under the National Flood Insurance Act of 1968,
whichever is less, (B) confirmation that the Borrowers have
received any notice delivered as required pursuant to Section
208.25(i) of Regulation H of the Board of Governors of the
Federal Reserve System of the United States and (C)
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cooperate in maintaining the policy or policies described in
clause (A) hereof in full force until the Loans have matured;
(iv) all recorded documents referred to, or
listed as exceptions to title in, the title policy or policies
referred to in clause (ii) above and a copy of all other material
documents affecting title to the Mortgaged Properties; and
(v) such legal opinions and evidence of corporate
action in respect of such Mortgages as the Administrative Agent
shall reasonably request.
(i) Amendment to Subsection 10.1; Consolidated Cash Flow Coverage
Ratio. Subsection 10.1 of the Credit Agreement is hereby amended by deleting
said subsection in its entirety and substituting in lieu thereof the following:
10.1 Consolidated Cash Flow Coverage Ratio. Permit
the Consolidated Cash Flow Coverage Ratio for any period of
four consecutive fiscal quarters of the Borrower ending during
any period set forth below to be less than the ratio set forth
below opposite such period:
Consolidated
Cash Flow
Fiscal Quarter Coverage Ratio
-------------- --------------
Start of FQ1 2003 through FQ3 2003 2.75 to 1.00
FQ4 2003 3.00 to 1.00
FQ1 2004 and thereafter 3.25 to 1.00
(j) Amendment to Subsection 10.2; Consolidated Leverage Ratio.
Subsection 10.2 of the Credit Agreement is hereby amended by deleting said
subsection in its entirety and substituting in lieu thereof the following:
10.2 Consolidated Leverage Ratio. Permit the
Consolidated Leverage Ratio as at the last day of any fiscal
quarter ending during any period set forth below to exceed the
ratio set forth below opposite such period:
Consolidated
Fiscal Quarter Leverage Ratio
-------------- --------------
Start of FQ1 2003 through FQ2 2003 5.25 to 1.00
FQ3 2003 4.75 to 1.00
FQ4 2003 3.75 to 1.00
FQ1 2004 3.50 to 1.00
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FQ2 2004 and thereafter 3.00 to 1.00
(k) Amendment to Subsection 10.3; Maintenance of Consolidated Net
Worth. Subsection 10.3 of the Credit Agreement is hereby amended by deleting
said subsection in its entirety and substituting in lieu thereof the following:
10.3 Maintenance of Consolidated Net Worth. Permit
Consolidated Net Worth at any time to be less than
$120,000,000 plus 50% of Consolidated Net Income for each
fiscal quarter for which Consolidated Net Income is a positive
number commencing with FQ2 2003.
(1) Amendment to Subsection 10.4; Limitation on Indebtedness.
Subsection 10.4 of the Credit Agreement is hereby amended by (i) deleting "and"
from the end of clause (g) thereof, (ii) deleting the period from the end of
clause (h) thereof and substituting in lieu thereof "; and" and (iii) adding the
following clause (i) thereto:
(i) Unsecured Indebtedness of the Company and any of
its Subsidiaries issued pursuant to a Capital Markets
Transaction or Indebtedness of the Company and any of its
Subsidiaries secured by a subordinated lien issued pursuant to
a Capital Markets Transaction, on terms (including, without
limitation, terms relating to maturity, interest rate,
amortization and subordination) satisfactory to the
Administrative Agent, the proceeds of which are used to reduce
the amount of any outstanding Loans accompanied by a
simultaneous reduction, in amount equal to the amount of such
proceeds, in the amount of the Revolving Credit Commitments.
(m) Amendment to Subsection 10.8; Limitation on Sale of Assets.
Subsection 10.8 of the Credit Agreement is hereby amended by deleting clause (b)
of said subsection in its entirety and substituting in lieu thereof the
following:
(b) the sale or other disposition of any property in
the ordinary course of business, provided that (other than
inventory) the aggregate fair market value of all assets so
sold or disposed of after the Closing Date shall not exceed
$5,000,000 in any fiscal year, provided further that such
$5,000,000 shall not include the sale of the Company's
facility (including, without limitation, real estate and
equipment) in St. Xxxx, VA.
(n) Amendment to Subsection 10.9; Limitation on Dividends. Subsection
10.9 of the Credit Agreement is hereby amended by deleting said subsection in
its entirety and substituting in lieu thereof the following:
10.9. Limitation on Dividends. Declare or pay any
dividend (other than dividends payable solely in common stock
of the Company) on, or make any payment on account of, or set
apart assets for a sinking or other analogous fund for, the
purchase, redemption, defeasance, retirement or other
acquisition of, any shares of any class of Capital Stock of
the Company or any warrants or options to
8
purchase any such Stock, whether now or hereafter outstanding,
or make any other distribution in respect thereof, either
directly or indirectly, whether in cash or property or in
obligations of the Company or any Subsidiary (such
declarations, payments, setting apart, purchases, redemptions,
defeasances, retirements, acquisitions and distributions being
herein called "Restricted Payments"), except that:
(a) a Subsidiary may declare and make Restricted
Payments if all of the Capital Stock of such Subsidiary is
owned by the Company or by a direct or indirect wholly-owned
Subsidiary of the Company;
(b) the Company may from time to time declare and make
Restricted Payments if such Restricted Payments are payable
solely in shares of Capital Stock (or options, warrants or
rights therefor) of the Company;
(c) the Company may from time to time purchase,
redeem, retire or acquire shares of its Capital Stock that
were sold in FQ4 1999 to certain employees, directors and
consultants of the Company in exchange for notes receivable,
if on the date of such purchase, redemption, retirement or
acquisition or immediately thereafter and after giving effect
thereto, no Event of Default or Default shall exist;
(d) the Company may issue shares of its Capital Stock
in connection with contributions made by the Company on behalf
of employees of the Company and its Subsidiaries to the
Company's 401(k) Plan;
(e) the Company may issue shares of its Class A Common
Stock upon conversion of shares of its Class B Common Stock to
Class A Common Stock pursuant to and in accordance with the
terms of the Class B Common Stock;
(f) the Company may issue shares of its Capital Stock
upon the exercise of options granted with respect thereto
pursuant to the terms of such options; and
(g) the Company may repurchase shares of its Capital
Stock from the estate of Xxxx X. Xxxx with the proceeds of a
life insurance policy on the life of Xxxx X. Xxxx, as more
fully described in Schedule 10.9(h).
The Company shall not declare any dividend payable
later than 90 days after declaration and shall not permit any
Subsidiary to declare any dividend payable later than 15 days
after declaration.
(o) Amendment to Subsection 10.10; Limitation on Capital
Expenditures. Subsection 10.10 of the Credit Agreement is hereby amended by
deleting said subsection in its entirety and substituting in lieu thereof the
following:
10.10 Limitation on Capital Expenditures. Make or
commit to make any expenditure in respect of the purchase or
other acquisition of fixed or capital
9
assets (excluding any such asset acquired in connection with
normal replacement and maintenance programs properly charged
to current operations) except for expenditures in the
ordinary course of business not exceeding, in the aggregate
for the Company and its Subsidiaries during any fiscal year
of the Company, $10,000,000.
(p) Amendment to Annex I. Annex I of the Credit Agreement is
hereby amended by deleting said Annex in its entirety and substituting
in lieu thereof a new Annex I in the form of Annex I to this Seventh
Amendment.
(q) Amendment to Schedule I. Schedule I of the Credit Agreement
is hereby amended by deleting said Schedule in its entirety and
substituting in lieu thereof a new Schedule I in the form of Schedule
I to this Seventh Amendment.
(r) Amendment to the Schedules. The Schedules to the Credit
Agreement are hereby amended by adding a new Schedule 9.14 in the form
of Schedule 9.14 to this Seventh Amendment.
III. Conditions to Effectiveness. This Seventh Amendment shall
become effective on the date on which (a) the Company, the Foreign
Subsidiary Borrowers and the Lenders shall have executed and delivered
to the Administrative Agent this Seventh Amendment; (b) the
Administrative Agent shall have received, for the account of each
Lender that executes and delivers this Seventh Amendment on or before
February 28, 2003, a fee in the amount set forth in Annex A hereto as
the Seventh Amendment Fee for such Lender; (c) the Administrative
Agent shall have received a certified copy of resolutions of the Board
of Directors of the Company and each Domestic Subsidiary owning any
Mortgaged Property authorizing this Seventh Amendment and the
Mortgages; and (d) the Administrative Agent shall have received a
satisfactory written legal opinion of counsel to the Company covering
such matters with respect to this Seventh Amendment as the
Administrative Agent shall reasonably request.
IV. Representations and Warranties. The representations and
warranties made by the Borrowers in the Loan Documents are true and
correct in all material respects on and as of the Seventh Amendment
Effective Date, before and after giving effect to the effectiveness of
this Seventh Amendment, as if made on and as of the Seventh Amendment
Effective Date, except to the extent that such representations and
warranties expressly relate to a specific earlier date in which case
the Company hereby confirms, reaffirms and restates such
representations and warranties as of such earlier date.
V. Payment of Expenses. The Company agrees to pay or reimburse
the Administrative Agent for all of its reasonable out-of-pocket costs
and expenses incurred in connection with this Seventh Amendment, any
other documents prepared in connection herewith and the transactions
contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent.
VI. No Other Amendments; Confirmation. Except as expressly
amended, modified and supplemented hereby, the provisions of the
Credit Agreement and the Notes are and shall remain in full force and
effect.
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VII. Governing Law; Counterparts. (a) This Seventh Amendment and the rights
and obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.
(b) This Seventh Amendment maybe executed by one or more of the parties to
this Seventh Amendment on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Seventh Amendment signed by all the
parties shall be lodged with the Company and the Administrative Agent. This
Seventh Amendment may be delivered by facsimile transmission of the relevant
signature pages hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment
to be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
XXXX INDUSTRIES, INC.
/s/
-----------------------------
XXXX-XXXX GMBH & CO.,
as a Foreign Subsidiary Borrower
/s/
-----------------------------
XXXX VIOTECHNIK GMBH,
as a Foreign Subsidiary Borrower
/s/
-----------------------------
JPMORGAN CHASE BANK,
as Administrative Agent
and a Lender
/s/
-----------------------------
WACHOVIA BANK, NATIONAL
ASSOCIATION
/s/
---------------------------
PNC BANK, NATIONAL ASSOCIATION
/s/
---------------------------
NATIONAL CITY BANK OF
PENNSYLVANIA
/s/
---------------------------
HSBC BANK USA
/s/
---------------------------
FLEET NATIONAL BANK
/s/
---------------------------
CITIZENS BANK OF PENNSYLVANIA
/s/
---------------------------
Annex I
Pricing Grid
-----------------------------------------------------------------------------------------
Consolidated Applicable Commitment
Leverage Ratio Margin ABR Margin Fee Rate
-----------------------------------------------------------------------------------------
(greater than) 4.00 to 1.00 3.50% .75% .75%
-----------------------------------------------------------------------------------------
(greater than) 3.75 to 1.00 3.00% .50% .50%
but (less than or equal to) 4.00 to 1.00
-----------------------------------------------------------------------------------------
(greater than) 3.50 to 1.00 2.75% .25% .45%
but (less than or equal to) 3.75 to 1.00
-----------------------------------------------------------------------------------------
(greater than) 3.25 to 1.00 2.50% 0 .40%
but (less than or equal to) 3.50 to 1.00
-----------------------------------------------------------------------------------------
(greater than) 3.00 to 1.00 2.25% 0 .35%
but (less than or equal to) 3.25 to 1.00
-----------------------------------------------------------------------------------------
(greater than) 2.75 to 1.00 2.00% 0 .30%
but (less than or equal to) 3.00 to 1.00
-----------------------------------------------------------------------------------------
SCHEDULE I
COMMITMENTS; ADDRESSES
A. Revolving Credit Commitment
--------------------------------------------------------------------------------
Lender Revolving Credit Commitment
--------------------------------------------------------------------------------
JPMorgan Chase Bank $37,687,861.27
--------------------------------------------------------------------------------
Citizens Bank of Pennsylvania $33,919,075.14
--------------------------------------------------------------------------------
HSBC Bank USA $20,728,323.70
--------------------------------------------------------------------------------
Fleet National Bank $20,728,323.70
--------------------------------------------------------------------------------
Wachovia Bank, National Association $18,843,930.64
--------------------------------------------------------------------------------
National City Bank of Pennsylvania $16,959,537.57
--------------------------------------------------------------------------------
PNC Bank, National Association $14,132,947.98
--------------------------------------------------------------------------------
B. Addresses for Notices
Citizens Bank of Pennsylvania
0000 Xxxxx Xxxxxx
Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Xx.
Telephone: 000-000-0000
Telecopy: 000-000-0000
PNC Bank, National Association
Corporate Banking
Ninth and Xxxxx Xxxxxxx
Xxx 0000
Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
National City Bank of Pennsylvania
000 Xxxxx Xxxxxx
Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
HSBC Bank USA
Xxx XXXX Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
Fleet National Bank
00 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
Wachovia Bank, National Association
0000 Xxxxxxxx Xxxxxx
Mail Code PA4843
Xxxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
2
ANNEX A
SEVENTH AMENDMENT FEE
--------------------------------------------------------------------------------
Lender Seventh Amendment Fee
--------------------------------------------------------------------------------
JPMorgan Chase Bank $131,907.51
--------------------------------------------------------------------------------
Citizens Bank of Pennsylvania $118,716.76
--------------------------------------------------------------------------------
HSBC Bank USA $72,549.13
--------------------------------------------------------------------------------
Fleet National Bank $72,549.13
--------------------------------------------------------------------------------
Wachovia Bank, National Association $65,953.76
--------------------------------------------------------------------------------
National City Bank of Pennsylvania $59,358.38
--------------------------------------------------------------------------------
PNC Bank, National Association $49,465.32
--------------------------------------------------------------------------------
SCHEDULE 9.14
MORTGAGED PROPERTIES
1. $10,000,000 First Lien -- Xxx Xxxxx Xxxxx, Xxxxxxxxx, XX; 0000 Xxxxx Xxxxxx, Xxxxxxxxx, XX; 000 Xxxxxxx Xxxxxx
2. $45,000,000 Third Lien -- 0000 Xxxxxxx Xxxx, Xxxx, XX
3. $5,000,000 First Lien -- 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX
