1
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND WAIVER
THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND WAIVER, dated as of
March 30, 2000 (the "Amendment") relating to the Loan Agreement referenced
below, is by and among INDESCO INTERNATIONAL, INC., CONTINENTAL SPRAYERS
INTERNATIONAL, INC. and AFA PRODUCTS, INC. (collectively, the "Borrower") and
FIRST UNION NATIONAL BANK (the "Lender"). Terms used herein but not otherwise
defined herein shall have the meanings provided in the Loan Agreement.
WITNESSETH
WHEREAS, a $30,000,000 credit facility has been extended to the Borrower
pursuant to the terms of that certain Loan and Security Agreement dated as of
September 29, 1998 (as amended, modified or otherwise supplemented, the "Loan
Agreement") among the Borrower and the Lender;
WHEREAS, the Borrower has requested that the Lender waive compliance by the
Borrower with certain provisions of the Loan Agreement and that the Loan
Agreement be amended as described herein;
WHEREAS, the Lenders are willing to furnish such waiver and to make such
amendments;
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
(A) Waiver. The Lender hereby waives the failure of the Borrower to comply
with Section 6.21(a) of the Loan Agreement for each fiscal quarter of the
Borrower ended in fiscal year 2000.
(B) Amendments.
1. The definition of Borrowing Base in Section 2.1(b) of the Loan Agreement
is hereby amended by deleting clauses (iv), (v) and (vi) thereof and replacing
them with new clauses (iv) and (v) which shall read as follows:
(iv) Year 2000 Fixed Asset Availability (as such amount is reduced from
time to time in accordance with the definition thereof contained herein),
plus (v) the lesser of (A) the product obtained by multiplying the Original
Real Estate Value (as such amount is reduced from time to time in
accordance with the definition thereof contained herein) by 40% and (B)
$2,000,000.
2. The definition set forth in Section 2.1(f) of the Loan Agreement is
hereby deleted and replaced with the following:
2
"ORIGINAL FIXED ASSET AVAILABILITY" equals 100% of the orderly liquidation
value of Eligible Equipment as determined pursuant to the Xxxxxx Xxxx
Appraisal dated December 28, 1999; provided, however, such original amount
shall be reduced on a quarterly basis commencing April 1, 2000 by an amount
equal to 1/28th of such original amount. As of March 30, 2000, Original
Fixed Asset Availability is $9,826,960.00.
3. The definition set forth in Section 2.1(g) of the Loan Agreement is
hereby deleted and replaced with the following:
"ORIGINAL REAL ESTATE VALUE" equals $5,400,000; provided, however, such
original amount shall be reduced on a quarterly basis commencing April 1,
2000 by an amount equal to 1/28th of such original amount.
4. The definition set forth in Section 2.1(h) of the Loan Agreement is
hereby deleted and replaced with the following:
"MORTGAGED PROPERTIES" means the properties subject to the Mortgages.
5. The definition set forth in Section 2.1(i) of the Loan Agreement is
hereby deleted and replaced with the following:
"MORTGAGES" means the mortgages or deeds of trust granted by the Borrower
to secure the obligations of the Borrower hereunder on the Forest City,
North Carolina and St. Xxxxxx, Missouri real estate parcels.
6. Section 2.1(j) of the Loan Agreement is hereby amended by adding the
following sentences to the end thereof:
Notwithstanding the foregoing to the contrary, an additional reserve shall
be imposed against the Borrowing Base, commencing with the Borrowing Base
certificate to be delivered the week of April 30, 2000, equal to the
cumulative amount of interest payable on the indebtedness under the
Indenture (the "Subordinated Debt") for a six-month period. The reserve
will begin to accumulate commencing with delivery of the first Borrowing
Base certificate delivered in the week following the semiannual payment of
interest under the Subordinated Debt in an amount equal to $1,178,000. Each
month for a period of six months the reserve will be increased by an
additional amount of $1,178,000, such that the total amount of the reserve
immediately prior to a semiannual interest payment date shall be
$7,068,000. Upon payment of the semiannual interest on the Subordinated
Debt the reserve will be reduced to zero and will reaccumulate in
accordance with the foregoing for each semiannual interest period.
Notwithstanding the foregoing to the contrary, absent the occurrence and
continuation of an Event of Default, the Lender agrees not to impose
reserves against the Original Fixed Asset Availability, the Year 2000
Fixed Asset Availability or the Original Real Estate Value. Upon the
occurrence and during the continuation of an Event of Default, the Lender
may impose reserves against the Original Fixed Asset Availability and the
Original Real Estate Value and may conduct new appraisals of the assets
comprising such amounts.
2
3
7. A new Section 2.1(l) is hereby added to the Loan Agreement to read as
follows:
(1) "YEAR 2000 FIXED ASSET AVAILABILITY" equals, the sum of the
following: for each fiscal quarter occurring during the year 2000, the
lesser of (x) the amount obtained by multiplying 80% of the actual costs
incurred by the Borrower to purchase Eligible Equipment during such fiscal
quarter and (y) $500,000, in each case subject to the approval of the
Lender, which approval will not be unreasonably withheld; provided that
Year 2000 Fixed Asset Availability shall not exceed $2,000,000 in the
aggregate during the year 2000; and provided, further, such aggregate
amount shall be reduced on a quarterly basis commencing April 1, 2001 by an
amount equal to 1/28th of such original amount.
8. The definition of Collateral set forth in Section 4.3 of the Loan
Agreement is hereby amended by adding a new clause (d) thereto as follows and
relettering the existing clause (d) as clause "(e)":
(d) All proprietary information, designs, processes, inventions, licenses,
know-how and trade secrets, all letters patent of the United States, now
existing or hereafter arising, and all improvement patents, reissues,
reexaminations, patents of addition, renewals and extensions thereof, all
applications for letters patent of the United States, now existing or
hereafter arising, and all provisionals, divisions, continuations and
continuations-in-part and substitutes thereof, all trademarks, trade names,
service marks, logos and other source or business identifiers, now existing
or hereafter acquired, together with the good will of the business
symbolized by said marks, all registrations and recordings thereof, and all
applications in connection therewith, whether in the United States Patent
and Trademark Office or in any similar office or agency of the United
States, any State thereof, or otherwise, and all renewals thereof, all
copyrights, now existing or hereafter created or acquired, all
registrations and recordings thereof, and all applications and
registrations in connection therewith, whether in the United States
Copyright Office or in any similar office or agency of the United States or
any State thereof, or otherwise, and all renewals thereof, and all actions
for infringement concerning any of the foregoing, including the right to
xxx for and recover and retain all damages and profits arising from past
infringements (collectively, the "Intellectual Property") (such right to
xxx xxx be exercised by the Lender only upon the occurrence and during the
continuation of an Event of Default);
9. Section 5.9 of the Loan Agreement is hereby amended to permit four (4)
collateral field examinations to be conducted during fiscal year 2000.
10. Section 6.10(c)(i) of the Loan Agreement is hereby amended to provide
that the Borrowing Base certificate shall be delivered weekly by 5:00 p.m. on
Wednesday of each week covering the immediately preceding calendar week.
Schedule C to the Loan Agreement is hereby amended to reflect such weekly
calculations and delivery. In addition, Section 6.10(c)(ii) is hereby amended to
provide that the aging report for accounts receivable shall be delivered weekly
by 5:00 p.m. on Wednesday of each week covering the immediately preceding
calendar week.
3
4
11. Section 6.10 of the Loan Agreement is hereby amended by adding a new
clause (f) to the end thereof as follows:
(f) Borrower shall, by 5:00 p.m. on Wednesday of each week, deliver to
Lender a thirteen-week rolling cash forecast detailing projected cash
receipts and payments for such period.
12. Section 6.10 of the Loan Agreement is hereby amended by adding a new
clause (g) to the end thereof as follows:
(g) Borrower shall, not later than the 25th day of each month, deliver to
Lender a monthly operations report for the immediately preceding calendar
month, the form of which shall be determined by the Lender and the
Borrower, in order to monitor production and sales activities of the
Borrower.
13. Section 6.21 of the Loan Agreement is hereby amended by deleting the
last sentence of clause (a) and adding the following new clause (d) to the end
thereof:
(d) not as of the last day of any fiscal quarter permit its EBITDA to be
less than the amounts set forth in Section 10.4(d).
14. The Maximum Revolving Credit set forth in Section 10.1(a) of the Loan
Agreement is hereby reduced to $25,000,000.
15. The Applicable Percentage for all Revolving Loans set forth in Section
10.3(a) of the Loan Agreement shall be increased by 0.25% for each Pricing
Xxxxx.
00. The Field Examination Fee set forth in Section 10.3(e) of the Loan
Agreement is hereby increased to $20,000 per fiscal year.
17. Section 10.4(a) is hereby amended in its entirety to read as follows:
(a) Leverage Ratio (i) 8.50 to 1.0 as of the last day of each fiscal
quarter ending during the period commencing on
March 31, 2001 and ending on September 30, 2001
(ii) 8.00 to 1.0 as of the last day of each fiscal
quarter ending during the period commencing on
October 1, 2001 and ending on June 30, 2002
(iii) 7.75 to 1.0 as of the last day of each fiscal
quarter ending during the period commencing on
July 1, 2002 and ending on December 31, 2002
4
5
(iv) 7.50 to 1.0 as of the last day of each
fiscal quarter ending during the period
commencing on January 1, 2003 and
thereafter.
18. Section 10.4(c) of the Loan Agreement is hereby amended in its entirety
as follows:
(c) Capital Expenditures: $2,000,000 during any fiscal year,
which amount may be increased to
$3,000,000 if Availability shall be
deemed adequate in the Lender's
reasonable discretion.
19. A new Section 10.4(d) is hereby added to read as follows:
(d) Minimum EBITDA: (i) For the year 2000.
(A) $4,750,000 for the fiscal quarter
ending on Xxxxx 00, 0000,
(X) $9,750,000 for the two fiscal
quarters ending June 30, 2000,
(C) $14,750,000 for the three fiscal
quarters ending September 30, 2000
(D) $20,000,000 for the four fiscal
quarters ending December 31, 2000.
(ii) For the year 2001,
(A) $20,250,000 for the four fiscal
quarters ending on Xxxxx 00, 0000,
(X) $20,750,000 for the four fiscal
quarters ending June 30, 2001,
(B) $21,250,000 for the four fiscal
quarters ending September 30, 2001
(D) $22,000,000 for the four fiscal
quarters ending December 31, 2001,
(iii) For the year 2002,
(A) $22,500,000 for the four fiscal
quarters ending on March 31, 2002,
5
6
(B) $22,750,000 for the four fiscal
quarters ending June 30, 2002,
(C) $23,000,000 for the four fiscal
quarters ending September 30, 2002
(D) $23,000,000 for the four fiscal
quarters ending December 31, 2002
(iv) For the year 2003 and thereafter,
(A) $23,500,000 for the four fiscal
quarters ending on Xxxxx 00, 0000,
(X) $23,750,000 for the four fiscal
quarters ending June 30, 2003,
(C) $24,000,000 for the four fiscal
quarters ending September 30, 2003
(D) $24,000,000 for the four fiscal
quarters ending December 31, 2003
and thereafter
20. The definition of Leverage Ratio set forth in Section 10.4 of the Loan
Agreement is hereby amended by deleting the last sentence thereof.
21. The definition of Fixed Charged Coverage Ratio set forth in Section
10.4 of the Loan Agreement is hereby amended and restated in its entirety as
follows:
"FIXED CHARGE COVERAGE RATIO" means, for Borrower, the Restricted
Subsidiaries and Polytek, on a consolidated basis for each fiscal quarter,
the ratio of (i) EBITDA for such fiscal quarter, minus unfinanced
consolidated capital expenditures for such fiscal quarter, minus
consolidated cash taxes paid during such fiscal quarter, to (ii) the sum of
consolidated interest expense for such fiscal quarter, plus consolidated
scheduled payments on Funded Indebtedness for such fiscal quarter, plus
distributions to Indesco Holdings for such fiscal quarter, plus permitted
investments for such fiscal quarter, plus an amount equal to 1/28th of the
sum of the Original Fixed Asset Availability and the Original Real Estate
Value.
22. The letter dated January 28, 2000 from the Lender to the Borrower
concerning reserves against fixed asset availability is hereby repealed and is
of no further force and effect.
(C) Additional Covenants.
6
7
1. The Borrower shall reimburse the Lender for the cost of the Xxxxxx Xxxx
Appraisal and any real estate-related appraisals and environmental reports
promptly upon demand by the Lender.
2. The Borrower shall deliver financial projections for fiscal year 2001
to the Lender on or prior to January 31, 2001 in form and substance reasonably
acceptable to the Lender.
3. Notwithstanding the provisions of Section 5.1 of the Loan Agreement to
the contrary, the existing cash management and dominion and control
arrangements of the Borrower with respect to all of its cash needs, depositary
arrangements, accounts receivable and accounts payable shall remain in place
from and after the date hereof while the Loan Agreement is in effect. In
furtherance thereof, Borrower shall execute and deliver or cause to be executed
and delivered to Lender, all such agreements, documents and instruments and do
or cause to be done such further acts as Lender, in its reasonable discretion,
deems necessary or desirable to create, preserve, perfect or validate any
security of Lender or priority thereof in the deposit accounts established by
the Borrower or any other person (including the Lender) on behalf of the
Borrower.
(D) Conditions to Effectiveness. This Amendment shall become effective upon
satisfaction of the following conditions precedent:
1. Receipt by the Lender of multiple counterparts of this Amendment
executed by each of the parties hereto.
2. Receipt by the Lender of copies of resolutions of the Board of
Directors of each Borrower approving and adopting this Amendment, the
transactions contemplated herein and authorizing execution and delivery hereof,
certified by a secretary or assistant secretary of each Borrower to be true and
correct and in full force and effect as of the date hereof and including
incumbency of its officers executing the Amendment (evidence of incumbency to
be delivered within 7 Business Days).
3. Receipt of the fees and expenses by the applicable Persons provided for
in Sections (H) and (I) hereof.
4. Receipt by the Lender of such other documents relating to the
transactions contemplated hereby as the Lender may reasonably request.
(E) Representations and Warranties. The Borrower hereby represents and
warrants that (i) it has the requisite corporate power and authority to
execute, deliver and perform this Amendment, as applicable, (ii) it is duly
authorized to, and has been authorized by all necessary corporate action, to
execute, deliver and perform this Amendment, (iii) it has no claims,
counterclaims, offsets, or defenses to the Loan Agreement and the performance
of its obligations thereunder, (iv) the representations and warranties
contained in Sections 5 and 6 of the Loan Agreement are, subject to the
limitations set forth therein, true and correct in all material respects on and
as of the date hereof as though made on and as of such date (except for those
which expressly relate to an earlier date) and (v) no unwaived Event of Default
exists under the Loan
7
8
Agreement on and as of the date hereof or will occur as a result of the
transactions contemplated hereby.
(F) Release. In consideration of the Lender's willingness to enter into
this Amendment, the Borrower hereby releases the Lender, and the Lender's
officers, employees, representatives, agents, counsel, trustees and directors
from any and all actions, causes of action, claims, demands, damages and
liabilities of whatever kind or nature, in law or in equity, now known or
unknown, suspected or unsuspected to the extent that any of the foregoing
arises from any action or failure to act on or prior to the date hereof.
(G) Effect of Amendment. Except as expressly amended or modified by the
terms hereof, the Loan Agreement shall remain in full force and effect and this
Amendment shall not affect, modify or diminish the obligations of the Borrower
which have accrued prior to the effectiveness of the provisions hereof. The
waiver contained herein shall be effective only in the specific instance, for
the specific purpose for which given and for the period of time set forth
herein.
(H) Fees and Expenses. The Borrower agrees to pay promptly all reasonable
costs and expenses of the Lender in connection with the preparation, execution
and delivery of this Amendment, including, without limitation, the reasonable
fees and expenses of Xxxxx & Xxx Xxxxx, PLLC.
(I) Amendment Fee. The Borrower agrees to pay an amendment fee of $50,000
to the Lender, which fee is due and payable on the effective date of this
Amendment.
(J) Post-Closing Requirements. The Borrower shall deliver and/or complete
the following items within the time periods specified below in bolded text
(any failure to deliver or complete such items within the specified time
periods shall constitute and Event of Default under the Loan Agreement):
1. Personal Property Collateral. The Lender shall have received, in form
and substance satisfactory to the Lender:
(a) a complete list of Intellectual Property (15 BUSINESS DAYS FROM
THE DATED DATE HEREOF) and searches of ownership of such Intellectual
Property in the appropriate governmental offices as soon as practicable
after the date hereof and;
(b) duly executed UCC financing statements for each appropriate
jurisdiction as is necessary, in the Lender's reasonable discretion, to
perfect the Lender's security interest in the Intellectual Property and
such patent/trademark/copyright filings in the appropriate governmental
offices as requested by the Lender in order to perfect the Lender's
security interest in such Intellectual Property (45 DAYS FROM THE DATED
DATE HEREOF OR, IF EARLIER, 7 BUSINESS DAYS FROM THE DATE SUCH FINANCING
STATEMENTS AND FILINGS ARE RECEIVED BY THE BORROWER);
8
9
(c) such duly executed consents as are necessary, in the
Lender's sole discretion, to perfect the Lender's security interest in
the material Intellectual Property, as may be obtained by the Borrower
using its best efforts (60 DAYS FROM THE DATED DATE HEREOF);
(d) an executed pledge agreement providing for the pledge by
Indesco International, Inc. of the capital stock of its domestic
subsidiaries in form and substance satisfactory to the Lender,
together with stock certificates, stock powers, UCC financing
statements and such other documents (all in form and substance
acceptable to the Lender in its reasonable sole discretion) as the
Lender shall reasonably request in order to grant to the Lender a
perfected lien on and perfected security interest in all such stock
(30 DAYS FROM THE DATED DATE HEREOF OR, IF EARLIER, 7 BUSINESS DAYS
FROM THE DATE ON WHICH THE PLEDGE AGREEMENT IS RECEIVED BY THE
BORROWER).
2. Real Property Collateral. The Lender shall have received, in form and
substance satisfactory to the Lender:
(a) fully executed and notarized Mortgages to secure debt
encumbering the Mortgaged Properties (30 DAYS FROM THE DATED DATE
HEREOF OR, IF EARLIER, 7 BUSINESS DAYS FROM THE DATE ON WHICH THE
MORTGAGES ARE RECEIVED BY THE BORROWER);
(b) the Lender shall have received, and the title insurance
company issuing the title policy referred to below (the "Title
Insurance Company") shall have received, maps or plats of an as-built
survey of the sites of the real property covered by the Mortgages
certified to the Lender and the Title Insurance Company in a manner
reasonably satisfactory to each of the Lender and the Title Insurance
Company, dated a date reasonably satisfactory to each of the Lender
and the Title Insurance Company by an independent professional
licensed land surveyor, which maps or plats and the surveys on which
they are based shall be made in accordance with standards that enable
the Title Insurance Company to issue the policies referred to below
without exception for "Survey matters", except for matters as are
reasonably acceptable to the Lender (60 DAYS FROM THE DATED DATE
HEREOF);
(c) ALTA mortgagee title insurance policies, in amounts not less
than the Appraised Value with respect to any particular Mortgaged
Property, assuring the Lender that each of the Mortgages creates a
valid and enforceable first priority mortgage lien on the applicable
Mortgaged Property, free and clear of all defects and encumbrances
except Permitted Liens, which mortgage policies shall be in form and
substance reasonably satisfactory to the Lender and shall provide for
affirmative insurance and such reinsurance as the Lender may
reasonably request, all of the foregoing in form and substance
reasonably satisfactory to the Lender (60 DAYS FROM THE DATED DATE
HEREOF);
9
10
(d) evidence as to (i) whether any Mortgaged Property is in an area
designated by the Federal Emergency Management Agency as having special flood or
mud slide hazards (a "Flood Hazard Property") and (ii) if any Mortgaged Property
is a Flood Hazard Property, (x) whether the community in which such Mortgaged
Property is located is participating in the National Flood Insurance Program,
(y) the applicable Borrower's written acknowledgment of receipt of written
notification from the Lender (1) as to the fact that such Mortgaged Property is
a Flood Hazard Property and (2) as to whether the community in which each such
Flood Hazard Property and (2) as to whether the community in which each such
Flood Hazard Property is located is participating in the National Flood
Insurance Program and (z) copies of insurance policies or certificates of
insurance of the Borrower and its Subsidiaries evidencing flood insurance
satisfactory to the Lender and naming the Lender as sole loss payee (60 DAYS
FROM THE DATED DATE HEREOF);
(e) maps or plats of an as-built survey of the sites of the Mortgaged
Properties certified to the Lender and the Title Insurance Company in a manner
reasonably satisfactory to them, dated a date satisfactory to each of the Lender
and the Title Insurance Company by an independent professional licensed land
surveyor reasonably satisfactory to each of the Lender and the Title Insurance
Company, which maps or plats and the surveys on which they are based shall be
sufficient to delete any standard printed survey exception contained in the
applicable title policy and be 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: (i)
the locations on such sites of all the buildings, structures and other
improvements and the established building setback lines; (ii) the lines of
streets abutting the sites and width thereof; (iii) all access and other
easements appurtenant to the sites necessary to use the sites; (iv) 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; (v) any
encroachments on any adjoining property by the building structures and
improvements on the sites; and (vi) if the site is described as being on a filed
map, a legend relating the survey to said map (60 DAYS FROM THE DATED DATE
HEREOF); and
(f) evidence satisfactory to the Lender that each of the Mortgaged
Properties, and the uses of the Mortgaged Properties, are in compliance in all
material respects with applicable zoning laws (the evidence submitted as to
zoning should include the zoning designation made for each of the Mortgaged
Properties, the permitted uses of each such Mortgaged Properties under such
zoning designation and zoning requirements as to parking, lot size, ingress,
egress and building setbacks) (60 DAYS FROM THE DATED DATE HEREOF);
(g) the Lender shall have received copies of insurance policies or
certificates of insurance evidencing liability and casualty insurance meeting
the
10
11
requirements set forth in the Loan Agreement for the Mortgaged
Properties. The Lender shall be named as loss payee on all casualty
insurance policies and as additional insured on all liability
insurance policies pertaining to the Mortgaged Properties (30 DAYS
FROM THE DATED DATE HEREOF).
3. Legal Opinions. The Lender shall have received:
(a) an opinion of special counsel to the Borrower as to the
enforceability of this Amendment, the validity and perfection of the
security interests in the aforementioned pledged stock and such other
corporate matters as the Lender may reasonably request, in form and
substance satisfactory to the Lender (7 BUSINESS DAYS FROM THE DATED
DATE HEREOF); and
(b) opinions of local counsel in connection with the Missouri
Mortgage as may be requested by the Lender and its counsel, each in
form and substance satisfactory to the Lender (30 DAYS FROM THE DATED
DATE HEREOF).
(K) Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this Amendment to
produce or account for more than one such counterpart.
(L) Governing Law. This Amendment and the Loan Agreement as amended hereby
shall be governed by and construed and interpreted in accordance with the laws
of the State of North Carolina.
[Remainder of Page Intentionally Left Blank]
11
12
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
BORROWERS: INDESCO INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxxxxx
----------------------------------------
Title: VP & CFO
----------------------------------------
CONTINENTAL SPRAYERS
INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxxxxx
----------------------------------------
Title: VP & CFO
---------------------------------------
AFA PRODUCTS, INC.
By:/s/ Xxxxx Xxxxxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxxxxx
----------------------------------------
Title: VP & CFO
---------------------------------------
LENDER: FIRST UNION NATIONAL BANK,
By:/s/ Xxxx Xxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxx
----------------------------------------
Title: Vice President
----------------------------------------
