[EXECUTION COPY]
AMENDMENT AGREEMENT TO CREDIT AGREEMENT
Amendment Agreement to Credit Agreement, dated as of September 11,
1998 (this "Amendment Agreement"), among XXXXX XXXXX, a New York general
partnership (the "Borrower"), XXXXX XXXXX INC., a Delaware corporation
("Holdings"), DRI I INC., a Delaware corporation ("DRI I" and, together with
Holdings, collectively, the "Parent Guarantors"), the Lenders parties hereto,
DLJ CAPITAL FUNDING, INC., as syndication agent (in such capacity, the
"Syndication Agent") for the Lenders, FLEET NATIONAL BANK, as administrative
agent (in such capacity, the "Administrative Agent") for the Lenders, and
CREDIT LYONNAIS NEW YORK BRANCH, as the documentation agent (in such capacity,
the "Documentation Agent") for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the Parent Guarantors, various financial
institutions (the "Lenders"), the Agents and the Documentation Agent have
heretofore entered into the Credit Agreement, dated as of February 13, 1998 (as
amended prior to the date hereof, the "Existing Credit Agreement"; and
WHEREAS, the Borrower and Parent Guarantors have requested, and the
Lenders have agreed, subject to the terms and conditions hereinafter set forth,
to amend and restate the Existing Credit Agreement (together with all schedules
and exhibits thereto) in its entirety in the form of the Amended and Restated
Credit Agreement (as defined below);
NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment shall have the following meanings
(such meanings to be equally applicable to the singular and plural form
thereof):
"Amended and Restated Credit Agreement" is defined in Section 2.1.
"Amendment Agreement" is defined in the preamble.
"Amendment Effective Date" is defined in Section 3.1.
"Borrower" is defined in the preamble.
"Credit Agreement" is defined in the first recital.
"DRI I" is defined in the preamble.
"Existing Credit Agreement" is defined in the first recital.
"Holdings" is defined in the preamble.
"Parent Guarantors" is defined in the preamble.
SECTION 1.2. Other Definitions. Terms for which meanings are provided
in the Amended and Restated Credit Agreement are, unless otherwise defined
herein or the context otherwise requires, used in this Amendment Agreement with
such meanings.
ARTICLE II
AMENDMENT AND RESTATEMENT
OF EXISTING CREDIT AGREEMENT
SECTION 2.1. Amendment and Restatement of Existing Credit Agreement.
On the Amendment Effective Date, the Existing Credit Agreement (including all
schedules and exhibits thereto) shall be and is hereby amended and restated to
read in its entirety as set forth in Annex I hereto (as set forth in such Annex
I, the "Amended and Restated Credit Agreement"), and as so amended and restated
is hereby ratified, approved and confirmed in each and every respect. The
rights and obligations of the parties to the Existing Credit Agreement with
respect to the period prior to the Amendment Effective Date shall not be
affected by such amendment and restatement.
ARTICLE III
CONDITIONS TO EFFECTIVENESS
SECTION 3.1. Amendment Effective Date; Conditions Precedent to
Borrowing of Additional Term C Loans. This Amendment Agreement (and the
amendments and modifications contained herein) shall become effective on the
date (the "Amendment Effective Date") when each of the conditions set forth in
this Article III shall have been fulfilled to the reasonable
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satisfaction of the Agents on or before September 30, 1998. The obligation of
each Lender having an Additional Term C Loan Commitment to make an Additional
Term C Loan shall be subject to the prior or concurrent satisfaction of each of
the conditions precedent set forth in this Article in addition to those set
forth in Section 5.2 of the Amended and Restated Credit Agreement.
SECTION 3.1.1. Execution of Counterparts. The Agents shall have
received executed counterparts of this Amendment Agreement, duly executed and
delivered on behalf of each of the Borrower, the Parent Guarantors and the
Required Lenders (which shall include (a) those Lenders holding greater than
50% of the aggregate amount of the Loans outstanding under each Tranche and (b)
each Lender that has an Additional Term C Loan Commitment).
SECTION 3.1.2. [INTENTIONALLY OMITTED].
SECTION 3.1.3. Resolutions, etc. The Agents shall have received, with
a copy for each Lender, from each Obligor a certificate, dated the Amendment
Effective Date, of its Secretary, Assistant Secretary or general partners, as
applicable, as to (i) resolutions of its Board of Directors or all partnership
action, as applicable, then in full force and effect authorizing the execution,
delivery and performance of this Amendment Agreement, the Amended and Restated
Credit Agreement and each other Loan Document to be executed by it, (ii) the
incumbency and signatures of those of its officers or general partners, as
applicable, authorized to act with respect to this Amendment Agreement, the
Amended and Restated Credit Agreement and each such other Loan Document
executed by it and (iii) the full force and validity of its Organic Documents
and true and complete copies of all amendments thereto since August 14, 1998,
upon which certificate each Agent, the Documentation Agent, the Issuer and each
Lender may conclusively rely until it shall have received a further certificate
of the Secretary, Assistant Secretary or general partners, as applicable, of
such Obligor canceling or amending such prior certificate.
SECTION 3.1.4. Asset Purchase Agreement; Rock Bottom Acquisition
Consummated. The Agents shall have received prior to the Amendment Effective
Date true and complete executed copies of the Asset Purchase Agreement and all
amendments thereto, in form and substance reasonably satisfactory to the
Agents. The conditions provided for in the Asset Purchase Agreement to the
obligations of the Buyer (as defined therein) to consummate the Rock Bottom
Acquisition shall have been satisfied in full (without amendment, modification
or waiver of, or other forbearance to exercise any rights with respect to, any
of the terms or provisions thereof by such Buyer, except as disclosed to the
Lenders) and the Rock Bottom Acquisition shall have been consummated in
accordance with the terms of the Asset Purchase Agreement.
SECTION 3.1.5. Delivery of Amendment Effective Date Certificate. The
Agents shall have received executed counterparts of the Amendment Effective
Date Certificate, dated the Amendment Effective Date and duly executed and
delivered by the chief executive, financial or accounting (or equivalent
thereof) Authorized Officer of Holdings, in which certificate Holdings shall
agree and acknowledge that the statements made therein shall be deemed to be
true and
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correct representations and warranties of Holdings made as of such date under
this Amendment Agreement, and, at the time such certificate is delivered, such
statements shall in fact be true and correct in all material respects.
SECTION 3.1.6. Delivery of Notes. The Agents shall have received, for
the account of each Lender that shall have requested a replacement Note not
less than two Business Days prior to the Amendment Effective Date, a
replacement Note in respect of each applicable Tranche duly executed and
delivered by an Authorized Officer of the Borrower (and each such replacement
Note shall represent an amendment and restatement of, and shall be issued in
substitution and exchange for, and not in satisfaction or payment of, the
original Note (as defined in, and issued pursuant to, the Existing Credit
Agreement, an "Original Note") of such Lender and the indebtedness (together
with the obligation to pay accrued interest thereon) originally evidenced by
such Lender's Original Notes which are now to be evidenced by such Lender's new
replacement Notes delivered pursuant to this Amendment Agreement shall be (and
the Borrower hereby acknowledges and agrees that such indebtedness is) a
continuing indebtedness, and nothing herein contained shall be construed to
deem any such Original Notes paid, or to release or terminate any Lien or
security interest given to secure such Original Notes, which Liens and security
interests shall continue to secure such indebtedness as evidenced by such
Lender's new Notes).
SECTION 3.1.7. Pledge Agreements. The Agents shall have received
executed counterparts of each of the Holdings Pledge Agreement and the Borrower
Pledge Agreement, each dated as of the Amendment Effective Date and duly
executed and delivered by an Authorized Officer of Holdings and the Borrower,
respectively, together with, to the extent not previously delivered pursuant to
the Existing Credit Agreement, the certificates evidencing all of the issued
and outstanding shares of Capital Stock (or similar equity interests) of each
direct Subsidiary of Holdings (in which a security interest is not concurrently
granted and perfected under the Partnership Security Agreement) and the
Borrower, as the case may be, which shall be pledged pursuant to the Holdings
Pledge Agreement or the Borrower Pledge Agreement, as the case may be, which
certificates shall in each case be accompanied by undated stock powers duly
executed in blank.
SECTION 3.1.8. Security Agreements. The Agents shall have received
executed counterparts of the Partnership Security Agreement and the Borrower
Security Agreement, each dated as of the Amendment Effective Date and duly
executed and delivered by an Authorized Officer of each of Holdings and DRI I
and the Borrower, together with
(a) to the extent not previously filed pursuant to the
Existing Credit Agreement, executed Uniform Commercial Code financing
statements (Form UCC-1) naming Holdings, DRI I or the Borrower as the
debtor and the Administrative Agent as the secured party, or other
similar instruments or documents, to be filed under the Uniform
Commercial Code of all jurisdictions as may be necessary or, in the
opinion of the
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Administrative Agent, desirable to perfect the security interest of the
Administrative Agent pursuant to the Security Agreements;
(b) certified copies of Uniform Commercial Code Requests for
Information or Copies (Form UCC-11), or a similar search report
certified by a party acceptable to the Agents, dated a date reasonably
near to the Amendment Effective Date, listing all effective financing
statements which name Holdings, DRI I, the Borrower, Rock Bottom or
Connrak as the debtor and which are filed in the jurisdictions in
which filings were made pursuant to clause (a) above, together with
copies of such financing statements; and
(c) executed copies of proper Uniform Commercial Code
termination statements (Form UCC-3) and other suitable instruments or
documents, if any, necessary to release and/or, in the Agents'
discretion, assign all Liens and other rights of any Person (other
than Liens permitted under Section 7.2.3 of the Amended and Restated
Credit Agreement or those granted under any Loan Document to the
Administrative Agent for the benefit of the Secured Parties) in any
collateral described in any Security Agreement relating to Holdings,
DRI I, the Borrower, Rock Bottom or Connrak, together with such other
Uniform Commercial Code Form UCC-3 termination statements or other
suitable instruments or documents as the Agents may reasonably request
from such Persons.
SECTION 3.1.9. Borrowing Request. The Administrative Agent shall have
received a Borrowing Request duly executed and delivered by the Borrower
pursuant to which Additional Term C Loans are made to the Borrower for the
purposes set forth in the Section 7.1.9 of the Amended and Restated Credit
Agreement.
SECTION 3.1.10. Financial Information, etc. The Agents shall have
received, with counterparts for each Lender,
(a) the (i) audited consolidated financial statements of (A)
Holdings and its Subsidiaries and Daboco and its Subsidiaries for the
Fiscal Years ended on December 30, 1995, December 28, 1996 and
December 27, 1997 and (B) Rock Bottom and its Subsidiaries for the
Fiscal Years ended on January 31, 1996, January 31, 1997 and January
31, 1998, (ii) unaudited consolidated financial statements of (A)
Holdings and its Subsidiaries and Daboco and its Subsidiaries for the
Fiscal Quarters ended on March 28, 1998 and June 27, 1998 and (B) Rock
Bottom and its Subsidiaries for the Fiscal Quarters ended on April 30,
1998 and (iii) unaudited consolidated financial statements of Holdings
and its Subsidiaries and Borrower and its Subsidiaries for the fiscal
months ended on July 25, 1998 (collectively, the "Base Financial
Statement"); and
(b) pro forma consolidated balance sheets of Holdings and its
Subsidiaries and the Borrower and its Subsidiaries, as at December 27,
1997 (the "Pro Forma Balance Sheets"), certified by the chief
financial or accounting Authorized Officers of Holdings and the
Borrower, respectively, giving effect to the consummation of the
Transaction.
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SECTION 3.1.11. Solvency The Agents shall have received executed
counterparts of the Solvency Certificates, dated as of the Amendment Effective
Date, duly executed and delivered by the chief financial or accounting
Authorized Officer of each of Holdings and the Borrower.
SECTION 3.1.12. Payment of Outstanding Indebtedness, etc. All
Indebtedness of Rock Bottom identified in Schedule I hereto, together with all
interest, prepayment premiums and other amounts due and payable with respect
thereto, shall have been paid or defeased in full (including, to the extent
necessary, from proceeds of the Additional Term C Loans); and all Liens
securing payment of any such Indebtedness have been released or, in each
Agent's discretion, assigned to the Administrative Agent, and the
Administrative Agent shall have received all Uniform Commercial Code Form UCC-3
termination statements or other instruments or documents as may be suitable or
appropriate in connection therewith in the determination of the Agents.
SECTION 3.1.13. Litigation. There shall exist no pending or threatened
material litigation, proceedings or investigations which (x) contests the
consummation of the New Transaction or the legality or validity of the Amended
and Restated Credit Agreement, any other Loan Document or any Material Document
or (y) could reasonably be expected to have a Material Adverse Effect.
SECTION 3.1.14. Material Adverse Change. Except as set forth in Item
6.6 ("Material Adverse Change") of the Disclosure Schedule, there shall have
occurred no material adverse change in the business, assets, debt service
capacity, tax position, environmental liability, financial condition,
operations, properties or prospects of the Borrower and its Subsidiaries, taken
as a whole, or Holdings and its Subsidiaries, taken as a whole, in each case
since December 27, 1997.
SECTION 3.1.15. Insurance. The Agents shall have received satisfactory
evidence of the existence of insurance in compliance with Section 7.1.4 of the
Amended and Restated Credit Agreement (including all endorsements included
therein), and the Administrative Agent shall be named additional insured or
loss payee, on behalf of the Lenders, pursuant to documentation reasonably
satisfactory to the Syndication Agent.
SECTION 3.1.16. Perfection Certificate. The Agents shall have received
Perfection Certificates, dated as of the Amendment Effective Date, duly
executed and delivered by an Authorized Officer of each of Holdings, DRI I, the
Borrower and each other Obligor that is a party to a Security Agreement.
SECTION 3.1.17. Approvals. All necessary governmental, shareholders'
and third-party approvals in connection with the New Transaction, the financing
contemplated hereby, the continued operations of any Parent Guarantor, the
Borrower and each of their respective Subsidiaries and the execution, delivery
and performance of this Amendment Agreement, the Amended and Restated Credit
Agreement and the other Loan Documents shall have been duly obtained and all
applicable waiting periods shall have expired without, in all such cases, any
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action being taken or threatened by any competent authority that would
restrain, prevent or otherwise imposes adverse conditions on the New
Transaction, the financing contemplated hereby or the continued operations of
any Parent Guarantor, the Borrower or any of their respective Subsidiaries.
SECTION 3.1.18. Opinions of Counsel. The Agents shall have received
(a) an opinion, dated the Amendment Effective Date and
addressed to the Agents, the Documentation Agent and all of the
Lenders from Xxxxxx & Xxxxxxx, special New York counsel to each of the
Obligors, in form and substance reasonably satisfactory to the Agents
and their counsel; and
(b) such reliance letters as they may reasonably request with
respect to opinions delivered in connection with the Rock Bottom
Acquisition, in each case dated the Amendment Effective Date and
addressed to the Agents and all of the Lenders.
SECTION 3.1.19. Fees, Expenses, etc. The Administrative Agent shall
have received for its own account or for the account of each other Agent or
each Lender, as the case may be, all fees, costs and expenses due and payable
pursuant to Sections 3.3 and 11.3 of the Amended and Restated Credit Agreement
to the extent then invoiced.
SECTION 3.1.20. Satisfactory Legal Form. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries or any other Obligors shall be satisfactory in form and substance
to the Agents and their counsel. The Agents and their counsel shall have
received all information, approvals, opinions, documents or instruments as the
Agents or their counsel may reasonably request.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.1. Representations and Warranties. In order to induce the
Lenders to execute and deliver this Amendment Agreement, each of the Borrower
and each Parent Guarantor hereby represents and warrants as set forth below:
(a) The execution, delivery and performance by each of the
Borrower, each Parent Guarantor and each of their respective
Subsidiaries of this Amendment Agreement, the Amended and Restated
Credit Agreement, the Notes and each other Loan Document executed or
to be executed by it are within the Borrower's and each such Obligor's
corporate or partnership powers, have been duly authorized by all
necessary corporate or partnership action, and do not (i) contravene
the Borrower's or any such Obligor's Organic Documents, (ii)
contravene any contractual restriction, law or
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governmental regulation or court decree or order binding on or
affecting the Borrower or any such Obligor, or (iii) result in, or
require the creation or imposition of, any Lien on any of the
Borrower's or any other Obligor's properties, except pursuant to the
terms of a Loan Document.
(b) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory
body or other Person, is required for the due execution, delivery or
performance by any of the Borrower, any Parent Guarantor or any of
their respective Subsidiaries of this Amendment Agreement, the Amended
and Restated Credit Agreement, the Notes, any other Loan Document or
any of the Rock Bottom Acquisition Documents to which it is a party or
the consummation by any such Obligor of the Rock Bottom Acquisition,
except as have been duly obtained or made and are in full force and
effect or, with respect to UCC-1 financing statements as have been
delivered to the Agents pursuant to clause (a) of Section 3.1.8.
(c) This Amendment Agreement and the Amended and Restated
Credit Agreement constitute, and the Notes and each other Loan
Document executed, or to be executed, by any of the Borrower, any
Parent Guarantor or any of their respective Subsidiaries, as the case
may be, constitutes, or will on the due execution and delivery thereof
constitute, the legal, valid and binding obligations of the Borrower
and such other Obligor enforceable in accordance with their respective
terms.
(d) After giving effect to this Amendment Agreement, neither
the amendment and restatement of the Existing Credit Agreement
effected pursuant to this Amendment Agreement nor the execution,
delivery, performance or effectiveness of this Amendment Agreement,
the Amended and Restated Credit Agreement, any Loan Document or any
Rock Bottom Acquisition Document impairs the validity, effectiveness
or priority of the Liens granted pursuant to the Pledge Agreement and
the Security Agreement (as such terms are defined in the Existing
Credit Agreement, collectively, the "Security Documents"), and such
Liens continue unimpaired with the same priority to secure repayment
of all Obligations (including any Obligations arising in connection
with the making of the Additional Term C Loan Commitments or the
Additional Term C Loans), whether heretofore or hereafter incurred.
Neither the amendment and restatement of the Existing Credit Agreement
effected pursuant to this Amendment Agreement nor the execution,
delivery, performance or effectiveness of this Amendment Agreement,
the Amended and Restated Credit Agreement, any Security Agreement or
any Pledge Agreement requires that any new filings be made or other
action taken to perfect or to maintain the perfection of such Liens.
Under the foregoing circumstances, the position of the Lenders with
respect to such Liens, the Collateral (as defined in the Security
Documents) in which a security interest was granted pursuant to the
Security Documents, and the ability of the Administrative Agent to
realize upon such Liens pursuant to the terms of the Security
Documents have not been adversely affected in any material respect by
the amendment and restatement of the Existing Credit Agreement
effected pursuant to
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this Amendment Agreement or by the execution, delivery, performance or
effectiveness of this Amendment Agreement, the Amended and Restated
Credit Agreement, any Security Agreement or any Pledge Agreement.
(e) The only assets that each Rock Bottom Subsidiary has are
its interests in the leases to which such Rock Bottom Subsidiary is a
party.
(f) Both before and immediately after giving effect to this
Amendment Agreement, no Default has (or will have) occurred and is (or
will be) continuing, and all of the statements set forth in Section
5.2.1 of the Amended and Restated Credit Agreement are true and
correct.
ARTICLE V
MISCELLANEOUS
SECTION 5.1. Cross-References. References in this Amendment Agreement
to any Article or Section are, unless otherwise specified or otherwise required
by the context, to such Article or Section of this Amendment Agreement.
SECTION 5.2. Loan Document Pursuant to Credit Agreement. This
Amendment Agreement is a Loan Document executed pursuant to the Amended and
Restated Credit Agreement and shall be construed, administered and applied in
accordance with all of the terms and provisions of the Amended and Restated
Credit Agreement.
SECTION 5.3. Successors and Assigns. This Amendment Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SECTION 5.4. Counterparts. This Amendment Agreement may be executed by
the parties hereto in several counterparts, each of which when executed and
delivered shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
SECTION 5.5. Governing Law. THIS AMENDMENT AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK.
SECTION 5.6. Release of Mortgage. The Lenders hereby acknowledges that
the Administrative Agent may release the Liens created by the Existing Mortgage
upon the sale of the property described in the Existing Mortgage so long as the
proceeds of such sale are applied in accordance with clause (f) of Section
3.1.1 of the Amended and Restated Credit Agreement.
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IN WITNESS WHEREOF, the signatories hereto have caused this Amendment
Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
BORROWER:
XXXXX XXXXX
By Xxxxx Xxxxx Inc., a general partner
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Title: Senior Vice President
and Chief Financial
Officer
By DRI I Inc., a general partner
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Title: Senior Vice President
and Chief Financial
Officer
PARENT GUARANTORS:
XXXXX XXXXX INC.
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Title: Senior Vice President and
Chief Financial Officer
DRI I INC.
By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Title: Senior Vice President and
Chief Financial Officer
AGENTS AND LENDERS:
DLJ CAPITAL FUNDING, INC., as the
Syndication Agent and as a Lender
By /s/ Authorized Signatory
---------------------------------------
Title:
FLEET NATIONAL BANK, as the Administrative
Agent and as a Lender
By /s/ Authorized Signatory
---------------------------------------
Title:
CREDIT LYONNAIS NEW YORK BRANCH, as
the Documentation Agent and as a Lender
By /s/ Authorized Signatory
---------------------------------------
Title:
LENDERS:
SUMMIT BANK
By /s/ Authorized Signatory
---------------------------------------
Title:
BHF-BANK AKTIENGESELLSCHAFT
By /s/ Authorized Signatory
---------------------------------------
Title:
By /s/ Authorized Signatory
---------------------------------------
Title:
XXXXXX FINANCIAL, INC.
By /s/ Authorized Signatory
---------------------------------------
Title:
ORIX USA CORPORATION
By /s/ Authorized Signatory
---------------------------------------
Title:
OSPREY INVESTMENTS PORTFOLIO
By Citibank, N.A., as Manager
By /s/ Authorized Signatory
---------------------------------------
Title:
XXXXXX XXXXXXX XXXX XXXXXX PRIME
INCOME TRUST
By /s/ Authorized Signatory
---------------------------------------
Title:
XXX XXXXXX CLO I, LIMITED
By Xxx Xxxxxx American Capital Management,
Inc., as Collateral Manager
By /s/ Authorized Signatory
----------------------------------
Title:
Xxxxxxx Xxxxx Global Investment Series: INCOME
STRATEGIES PORTFOLIO
By Xxxxxxx Xxxxx Asset Management, L.P., as
Investment Advisor
By /s/ Authorized Signatory
--------------------------------------
Title:
XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO
By Xxxxxxx Xxxxx Asset Management, L.P., as
Investment Advisor
By /s/ Authorized Signatory
--------------------------------------
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By Xxxxxxx Xxxxx Asset Management, L.P. as
Investment Advisor
By /s/ Authorized Signatory
--------------------------------------
Title:
DEBT STRATEGIES FUND, INC.
By /s/ Authorized Signatory
-----------------------------------------
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By /s/ Authorized Signatory
-----------------------------------------
Title:
SENIOR HIGH INCOME PORTFOLIO
By /s/ Authorized Signatory
-----------------------------------------
Title:
DEEPROCK & CO.
By Xxxxx Xxxxx Management, as Investment
Advisor
By /s/ Authorized Signatory
-----------------------------------
Title:
SENIOR DEBT PORTFOLIO
By Boston Management and Research, as
Investment Advisor
By /s/ Authorized Signatory
-----------------------------------
Title:
SCHEDULE I
See the payout letter attached hereto for a description of the Bank
Credit Facility (as defined in the Asset Purchase Agreement) and the
Indebtedness to be paid thereunder.
