AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of April 16, 1999 (the
"Amendment Agreement"), among the financial institutions named in the Credit
Agreement (as defined below) (such financial institutions, together with their
respective successors and assigns, are referred to hereinafter each individually
as a "Lender" and collectively as the "Lenders"), Bank of America NT&SA
(formerly BankAmerica Business Credit, Inc. ("BABC")) as administrative agent
for the Lenders (in its capacity as administrative agent, together with any
successor in such capacity, the "Administrative Agent"), Xxxx XX, Inc. ("AFS"),
Xxxx Merchandising Corporation ("AMC"), and Hills Department Store Company
("HDSC", and together with AFS and AMC, each a "Borrower" and collectively, the
"Borrowers"), and the other Credit Parties named in and signatory to the Second
Amended and Restated Credit Agreement, dated as of December 31, 1998, (as
previously amended and as further amended, restated, modified and supplemented
from time to time, the "Credit Agreement") among the Lenders, the Administrative
Agent, the Borrowers, and the other Credit Parties named therein and signatories
thereto. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Credit Agreement.
WHEREAS, the Borrowers have informed the Administrative Agent
and the Lenders that they would like to effect a corporate reorganization
pursuant to which the following will occur sequentially: (1) each of Hills
Distributing Company, Canton Advertising, Inc., Corporate Vision, Inc., and HDS
Transport, Inc. will be merged with and into HDSC and, as a result of such
merger, the separate corporate existence of each of Hills Distributing Company,
Canton Advertising, Inc., Corporate Vision, Inc., and HDS Transport, Inc. will
cease, and HDSC shall assume all of the Obligations of each of Hills
Distributing Company, Canton Advertising, Inc., Corporate Vision, Inc., and HDS
Transport, Inc.; (2) HDSC will be merged with and into Hills Stores Company
("Hills"), and as a result of such merger, the separate corporate existence of
HDSC will cease, and Hills shall assume all of the Obligations of HDSC; and (3)
Hills will be merged with and into Xxxx Department Stores, Inc. ("Parent"), and
as a result of such merger, the separate corporate existence of Hills will
cease, and Parent shall assume all of the Obligations of Hills in addition to
being a "Credit Party" and "Guarantor" under the Credit Agreement and a
"Grantor" and "Pledgor", as such terms are defined in the Security Documents;
WHEREAS, the Parent shall reaffirm the prior granting to the
Administrative Agent of a security interest in all of its assets and in those
assets it acquires as a result of the merger, and will execute and deliver such
other documents and instruments necessary to carry out the terms of the Credit
Agreement and the Security Documents;
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WHEREAS, after consummation of the mergers, the Parent will
contribute all of the inventory and certain of the other assets of the former
Hills Credit Parties to AMC, with all other assets of the former Hills Credit
Parties to be distributed to other Credit Parties thereafter (all as set forth
on Schedule I attached hereto), and the Credit Parties shall each reaffirm the
prior granting to the Administrative Agent of a security interest in all of its
assets, including (without limitation) those assets contributed, or to be
contributed, to it by the Parent;
WHEREAS, the Parent has informed the Administrative Agent and
the Lenders that it proposes to issue up to $275,000,000 in unsecured senior
debt under an Indenture among the Parent, the Credit Parties, and The Chase
Manhattan Bank as trustee (such Indenture as attached hereto as Annex A, the
"Xxxx Indenture") to be pari passu in right of payment with the Obligations and
debt under the Indenture (as defined in the Credit Agreement) and to be
guaranteed by the Credit Parties;
WHEREAS, Section 9.2 of the Credit Agreement requires the
Parent to, and to cause its Subsidiaries to, maintain their corporate existence
(except for mergers permitted under Section 9.9);
WHEREAS, Section 9.9 of the Credit Agreement prohibits the
Parent or any of its Subsidiaries from, among other things, entering into any
transaction of merger, reorganization, or consolidation, or transferring,
selling, assigning, leasing, or otherwise disposing of all or any part of its
property, or wind up, liquidate or dissolve, or agree to do any of the
foregoing, except under certain circumstances enumerated in such section;
WHEREAS, Sections 9.12 and 9.13 of the Credit Agreement
prohibits the incurrence or guarantee of the Debt proposed by the Xxxx
Indenture;
WHEREAS, Section 9.30 of the Credit Agreement prohibits the
Parent and any Credit Party from entering into, or being subject to, any
agreement prohibiting or restricting (1) incurrence, creation or assumption of
any Debt, (2) incurrence or creation of any Lien, and (3) sale, disposition or
pledge of any asset, all of the foregoing being negative covenants contained in
the Xxxx Indenture; and
WHEREAS, the Borrowers have requested that the Lenders agree
to amend certain provisions of the Credit Agreement and the Security Documents
to permit the mergers, the assumption of the Obligations, the contribution of
assets to AMC, the issuance, guarantee and exchange of the notes under the Xxxx
Indenture, and the change to the definition of Fiscal Year.
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NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree hereby as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Each reference in the Credit Agreement to the Borrowers
shall mean each of AFS and AMC, jointly and severally (unless otherwise
specifically required by the context of such usage). The Parent shall remain a
"Guarantor" and a "Credit Party", as such terms are defined in the Credit
Agreement. Each reference to a Hills Credit Party in the Credit Agreement and
the Security Documents shall be deemed a reference to AMC (unless otherwise
required by the context).
1.2 The definition of "Change in Control" on Section 1.1 is
hereby amended by adding immediately prior to the period at the end thereof the
following:
or (vi) there occurs any "Change of Control" as defined
in the Xxxx Indenture
1.3 The definition of "Fiscal Year" in Section 1.1 is hereby
amended by deleting the word "last" where it appears therein and adding the
words "closest to the thirty-first" immediately following the word "Saturday"
where it appears therein.
1.4 Section 1.1 is hereby amended by adding the following
definitions in the proper alphabetical order therein:
"Amendment Agreement" means that certain Amendment
Agreement dated as of April 16, 1999 among the Borrowers, the
Lenders, the Administrative Agent and the other Credit
Parties.
"Xxxx Indenture" means that certain Indenture, dated
as of April 27, 1999, among the Parent, the Credit Parties,
and The Chase Manhattan Bank as trustee, in the form attached
as Annex A to the Amendment Agreement.
"Subsidiaries Merger Documents" means any and all
merger agreements, Certificates of Ownership and Merger,
Certificates of Merger, Articles of Merger, and all
agreements, documents and instruments pursuant to or in
connection with the mergers of the Hills Credit Parties
executed and delivered between March 30, 1999 and May 15,
1999.
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"Subsidiaries Merger Transaction" means the mergers
of the Hills Credit Parties with and into the Parent with the
Parent being the surviving corporation, all pursuant to the
Subsidiaries Merger Documents.
1.5 Section 9.6 is hereby amended by replacing "Leases" with
the word "leases" in the seventh line thereof.
1.6 Section 9.9 is hereby amended by adding at the beginning
of clause (e) therein the words "the mergers in connection with the Subsidiaries
Merger Transaction and," immediately prior to the words "subject to compliance".
1.7 Section 9.12 is hereby amended by (1) replacing the word
"and" in the third line thereof with a comma, and (2) adding the phrase "and,
(iii) Guaranties by any Credit Party of the Debt under the Xxxx Indenture"
immediately prior to the period at the end thereof.
1.8 Section 9.13 is hereby amended by (1) adding ", landlords"
to clause (b) immediately after the word "suppliers" therein; and (2) replacing
clause (i) therein with the following new clause (i):
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(i) Debt under the Xxxx Indenture in a principal
amount not to exceed $275,000,000, but not any increase in or
refinancings, extensions, renewals, exchanges or replacements
of such Debt, other than the exchange of Exchange Notes for
Initial Notes and Additional Notes (all as defined in the Xxxx
Indenture) in the limited circumstances and pursuant to the
terms and conditions set forth in the Xxxx Indenture;
1.9 Section 9.14 is hereby amended by: (1) adding an "and"
immediately before "(y)" therein and adding a closing parenthesis immediately
after the first reference to "Section 9.13 therein; (2) replacing "(g)," with
"or" in the tenth line thereof; (3) deleting "or (i)" in the tenth line thereof;
(4) replacing the closing parenthesis and the word "and" in the eleventh line
with a comma; and (5) adding immediately prior to the ending period thereof the
following:
, and (iv) regularly scheduled payments of interest under the
Debt permitted by Section 9.13(i), in each case to the extent
due and payable and permitted to be paid by the terms thereof
1.10 Section 9.30 is hereby amended by adding the words "(x)
to the extent set forth in the Xxxx Indenture, and (y)" immediately after the
word "except" where it appears in both clauses (i) and (ii) therein.
1.11 Clause (e) of Section 11.1 of the Credit Agreement is
hereby amended by deleting the word "or" appearing at the very end thereof.
1.12 Clause (o) of Section 11.1 of the Credit Agreement is
hereby amended by replacing the semi-colon that appears at the end thereof with
a period.
1.13 Exhibit A to the Credit Agreement is hereby amended by
deleting such exhibit in its entirety and by substituting, in lieu thereof the
Exhibit A attached hereto as Annex B.
1.14 The schedules to the Credit Agreement are hereby amended
to include the information on the schedules attached hereto as Annex C.
SECTION 2. AMENDMENTS TO THE AMENDED AND RESTATED PATENT AND
TRADEMARK AGREEMENT
2.1 Schedules A, B and C to the Amended and Restated Patent
and Trademark Agreement are hereby amended by deleting such schedules in their
entirety and by substituting, in lieu thereof, Schedules A, B and C attached
hereto as Annex D.
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SECTION 3. AMENDMENTS TO THE AMENDED AND RESTATED STOCK PLEDGE
AGREEMENT
3.1 Schedules I and II to the Amended and Restated Stock
Pledge Agreement are hereby amended by deleting such schedules in their entirety
and by substituting, in lieu thereof, Schedules I and II attached hereto as
Annex E.
SECTION 4. CONDITIONS PRECEDENT TO EFFECTIVE DATE
This Amendment Agreement shall be deemed effective as of the
date hereof on such date (the "Effective Date") that the following conditions
have been satisfied in full or waived by the Administrative Agent in writing:
4.1 This Amendment Agreement shall have been executed by the
Credit Parties, the Administrative Agent and the Majority Lenders, and the
Credit Parties shall have performed and shall be in compliance with all
covenants, agreements and conditions contained herein, in the Credit Agreement
and in the other Loan Documents each as amended hereby.
4.2 The Administrative Agent shall have received:
4.2.1 Executed copies of proper financing statements,
ready to be filed by the Administrative Agent on or before the
Effective Date under the UCC of all jurisdictions that the
Administrative Agent may deem necessary or desirable in order to
perfect the Administrative Agent's Lien on the Collateral;
4.2.2 Stock certificates, together with stock powers
executed in blank, and instruments, duly endorsed to the Administrative
Agent, pledged and not previously delivered under the relevant Security
Documents or reissued as a result of the Subsidiaries Merger
Transaction (as defined in Section 1.4 hereinabove);
4.2.3 Such opinions of counsel for the Parent and its
Subsidiaries as the Administrative Agent or any Lender shall request,
each such opinion to be in a form, scope, and substance satisfactory to
the Administrative Agent, the Lenders, and their respective counsel;
4.2.4 (x) a certificate of the Secretary or Assistant
Secretary of each Credit Party dated within three Business Days prior
to the date hereof and certifying that (A) the copy of its By-laws
attached to the certificate of its Secretary or Assistant Secretary
delivered on the Closing Date is a true and complete copy of its
By-laws as in effect on the date of the certificate delivered pursuant
to this subsection and such By-laws have not been amended since the
Closing Date, (B) attached thereto is a true
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and complete copy of the resolutions adopted by its Board of Directors
authorizing the execution, delivery and performance of this Amendment
Agreement, the Xxxx Indenture and the Subsidiaries Merger Transaction
(as defined in Section 1.4 hereinabove), if applicable, and that such
resolutions have not been modified, rescinded or amended and are in
full force and effect, (C) its certificate or articles of incorporation
has not been amended since the date of the last amendment thereto shown
on the certificate of good standing from the Secretary of State of the
state of its incorporation delivered on the Closing Date, and (D) the
officers executing this Amendment Agreement or any other document to
which it is a party delivered in connection herewith or therewith are
the incumbent officers and their signatures are as set forth thereto;
and (y) a certificate of another officer thereof attesting to the
incumbency and signature of its Secretary or Assistant Secretary, as
the case may be;
4.2.5 Such other approvals, opinions or documents as
the Administrative Agent may reasonably request.
4.3 To the extent invoiced, the Borrowers shall have paid all
fees and expenses of the Administrative Agent and the Attorney Costs incurred in
connection with this Amendment Agreement and the transactions contemplated
hereby.
4.4 All proceedings taken in connection with the execution of
this Amendment Agreement, the Subsidiaries Merger Documents (as defined in
Section 1.4 hereinabove) and all documents and papers relating hereto and
thereto shall be satisfactory in form, scope, and substance to the
Administrative Agent and the Majority Lenders.
4.5 All representations and warranties contained in this
Amendment Agreement or otherwise made in writing to the Administrative Agent or
the Lenders in connection herewith shall be true and correct in all material
respects.
4.6 No unwaived event has occurred and is continuing which
constitutes a Default or an Event of Default under the Credit Agreement.
The execution and delivery to the Administrative Agent by the Borrowers
of a counterpart of this Amendment Agreement shall be deemed to be a
representation and warranty made by the Credit Parties to the effect that the
conditions precedent to the Effective Date set forth in 4.5 and 4.6 above have
been satisfied, with the same effect as delivery to the Administrative Agent and
the Lenders of a certificate signed by a Responsible Officer of the Parent or
the Borrowers, dated the Effective Date, to such effect.
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SECTION 5. ADDITIONAL COVENANTS
5.1 Within five Business Days of the consummation of the
Subsidiaries Merger Transaction (as defined in Section 1.4 hereinabove), the
Credit Parties shall deliver to the Administrative Agent executed copies of the
Subsidiaries Merger Documents (as defined in Section 1.4 hereinabove) and
evidence of the consummation of the Subsidiaries Merger Transaction.
5.2 Within two Business Days after execution of the Xxxx
Indenture, the Credit Parties shall deliver to the Administrative Agent executed
copies of the Xxxx Indenture.
5.3 Within two Business Days after the note issuance under the
Xxxx Indenture, the Credit Parties shall deliver to the Administrative Agent
copies of opinions of counsel for the Parent and its Subsidiaries delivered in
connection with the issuance of the notes (such opinions to be in a form, scope,
and substance satisfactory to the Administrative Agent and its counsel),
accompanied by a letter of reliance thereon addressed to the Administrative
Agent and the Lenders, and copies of certificates, government filings and
consents required in connection therewith.
SECTION 6. MISCELLANEOUS
6.1 Each Credit Party reaffirms and restates the
representations and warranties set forth in Articles 6 and 8 of the Credit
Agreement, as amended by this Amendment Agreement, and all such representations
and warranties shall be true and correct on the date hereof with the same force
and effect as if made on such date. Each Credit Party represents and warrants
(which representations and warranties shall survive the execution and delivery
hereof) to the Agent that:
(a) It has the corporate power and authority to execute,
deliver and carry out the terms and provisions of this Amendment
Agreement and the transactions contemplated hereby and has taken or
caused to be taken all necessary corporate action to authorize the
execution, delivery and performance of this Amendment Agreement and the
transactions contemplated hereby;
(b) No consent of any other person (including, without
limitation, shareholders or creditors of any Credit Party), and no
action of, or filing with any governmental or public body or authority
is required to authorize, or is otherwise required in connection with
the execution, delivery and performance of this Amendment Agreement and
the other instruments and documents contemplated hereby, other than the
filings contemplated by Section 4.2.1 hereof and the consents hereunder
and filings in connection with the Subsidiaries Merger Transaction;
8
(c) This Amendment Agreement and the other instruments and
documents contemplated hereby have been duly executed and delivered by
a duly authorized officer on behalf of such party, and constitutes a
legal, valid and binding obligation of such party enforceable against
such party in accordance with its terms, subject to bankruptcy,
reorganization, insolvency, moratorium and other similar laws affecting
the enforcement of creditors' rights generally and the exercise of
judicial discretion in accordance with general principles of equity;
and
(d) The execution, delivery and performance of this Amendment
Agreement and the other instruments and documents contemplated hereby
will not violate any law, statute or regulation, or any order or decree
of any court or governmental instrumentality, or conflict with, or
result in the breach of, or constitute a default under any contractual
obligation of such party.
6.2 Nothing herein shall be deemed to be a waiver of any
covenant or agreement contained in the Credit Agreement, and each Credit Party
hereby agrees that all of the covenants and agreements contained in the Credit
Agreement and the other Loan Documents are hereby ratified and confirmed in all
respects and shall remain in full force and effect in accordance with their
respective terms. Each Credit Party reaffirms its prior grant under the Credit
Agreement of a continuing first priority security interest in, lien on, and
right of set-off against, all of the Collateral of such Credit Party, whether
now owned or existing or hereafter acquired or arising, regardless of where
located, and each of them shall enter into any confirmatory documentation
requested by the Administrative Agent.
6.3 All references to the Credit Agreement in the Credit
Agreement or any other Loan Document and the other documents and instruments
delivered pursuant to or in connection therewith shall mean such agreement as
amended hereby and as each may in the future be amended, restated, supplemented
or modified from time to time.
6.4 This Amendment Agreement may be executed by the parties
hereto individually or in combination, in one or more counterparts, each of
which shall be an original and all of which shall constitute one and the same
agreement.
6.5 Delivery of an executed counterpart of a signature page by
telecopier shall be effective as delivery of a manually executed counterpart.
6.6 This Amendment Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New York.
9
6.7 The parties hereto shall, at any time and from time to
time following the execution of this Amendment Agreement, execute and deliver
all such further instruments and take all such further action as may be
reasonably necessary or appropriate in order to carry out the provisions of this
Amendment Agreement.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF, each Borrower, the Majority Lenders, the
Administrative Agent, each Co-Agent and the other Credit Parties have caused
this Amendment Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.
BANK OF AMERICA NT&SA
(formerly BANKAMERICA BUSINESS CREDIT, INC.),
as the Administrative Agent
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Account Executive
Address: 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Division Manager
Telecopy No.: (000) 000-0000
XXXX MERCHANDISING CORPORATION, as a
Borrower and Guarantor
By: /s/ Xxxxxxx xx Xxxxxx
--------------------------------------
Name: Xxxxxxx xx Xxxxxx
Title: Vice President
Address: 0000 Xxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx xx Xxxxxx
Telecopy No.: (000) 000-0000
XXXX XX, INC., as a Borrower and Guarantor
By: /s/ Xxxxxxx xx Xxxxxx
--------------------------------------
Name: Xxxxxxx xx Xxxxxx
Title: Vice President
Address: 0000 Xxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx xx Xxxxxx
Telecopy No.: (000) 000-0000
11
HILLS DEPARTMENT STORE COMPANY, as a
Borrower and Guarantor
By: /s/ Xxxxxxx xx Xxxxxx
---------------------------------------
Name: Xxxxxxx xx Xxxxxx
Title: Vice President
Address: 0000 Xxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx xx Xxxxxx
Telecopy No.: (000) 000-0000
XXXX DEPARTMENT STORES, INC., as a Guarantor
By: /s/ Xxxxxxx xx Xxxxxx
---------------------------------------
Name: Xxxxxxx xx Xxxxxx
Title: Executive Vice President and CFO
Address: 0000 Xxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx xx Xxxxxx
Telecopy No.: (000) 000-0000
HILLS STORES COMPANY, as a Guarantor
By: /s/ Xxxxxxx xx Xxxxxx
---------------------------------------
Name: Xxxxxxx xx Xxxxxx
Title: Vice President
Address: 0000 Xxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx xx Xxxxxx
Telecopy No.: (000) 000-0000
12
AMD, INC., as a Guarantor
By: /s/ Xxxxxxx xx Xxxxxx
---------------------------------------
Name: Xxxxxxx xx Xxxxxx
Title: Vice President
Address: 0000 Xxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx xx Xxxxxx
Telecopy No.: (000) 000-0000
XXXX REALTY II, INC., as a Guarantor
By: /s/ Xxxxxxx xx Xxxxxx
---------------------------------------
Name: Xxxxxxx xx Xxxxxx
Title: Vice President
Address: 0000 Xxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx xx Xxxxxx
Telecopy No.: (000) 000-0000
XXXX TRANSPORTATION SYSTEMS, INC.,
as a Guarantor
By: /s/ Xxxxxxx xx Xxxxxx
---------------------------------------
Name: Xxxxxxx xx Xxxxxx
Title: Vice President
Address: 0000 Xxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx xx Xxxxxx
Telecopy No.: (000) 000-0000
13
CANTON ADVERTISING, INC.,
as a Guarantor
By: /s/ Xxxxxxx xx Xxxxxx
---------------------------------------
Name: Xxxxxxx xx Xxxxxx
Title: Vice President
Address: 0000 Xxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx xx Xxxxxx
Telecopy No.: (000) 000-0000
HDS TRANSPORT, INC.,
as a Guarantor
By: /s/ Xxxxxxx xx Xxxxxx
---------------------------------------
Name: Xxxxxxx xx Xxxxxx
Title: Vice President
Address: 0000 Xxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx xx Xxxxxx
Telecopy No.: (000) 000-0000
CORPORATE VISION INC.,
as a Guarantor
By: /s/ Xxxxxxx xx Xxxxxx
---------------------------------------
Name: Xxxxxxx xx Xxxxxx
Title: Vice President
Address: 0000 Xxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx xx Xxxxxx
Telecopy No.: (000) 000-0000
14
HILLS DISTRIBUTING COMPANY,
as a Guarantor
By: /s/ Xxxxxxx xx Xxxxxx
---------------------------------------
Name: Xxxxxxx xx Xxxxxx
Title: Vice President
Address: 0000 Xxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx xx Xxxxxx
Telecopy No.: (000) 000-0000
Commitment: $50,000,000 BANK OF AMERICA NT&SA
(formerly BANKAMERICA BUSINESS CREDIT, INC.),
as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Account Executive
Address: 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Division Manager
Telecopy No.: (000) 000-0000
Commitment: $50,000,000 CONGRESS FINANCIAL CORPORATION,
as a Lender
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Address: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Ms. Xxxxx Dennbaum
Telecopy No.: (000) 000-0000
15
Commitment: $50,000,000 GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By:
---------------------------------------
Name:
Title:
Address: 000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Vice President - Portfolio
Telecopy No.: (000) 000-0000
Commitment: $50,000,000 TRANSAMERICA BUSINESS CREDIT CORPORATION,
as a Lender
By:
---------------------------------------
Name:
Title:
Address: 000 Xxxxxxxx Xxxxx Xxxxxx
Xxxxx 000
Xxx, Xxx Xxxx 00000
Attn: Xx. Xxx Xxxxxx
Telecopy No.: (000) 000-0000
Commitment: $30,000,000 THE CHASE MANHATTAN BANK,
as a Lender
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Address: Xxx Xxxxx Xxxxxx
XX - 0
Xxxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxxx
Telecopy No.: (000) 000-0000
16
Commitment: $25,000,000 FLEET BUSINESS CREDIT CORPORATION
as a Lender
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
Address: 000 Xxxxxxxxxxx Xxxx.
Xxxxxxxxxxx, XX 00000
Attn: Xx. Xxxx X. Xxxxxxx
Telecopy No.: (000) 000-0000
Commitment: $25,000,000 LASALLE BUSINESS CREDIT, INC.,
as a Lender
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: First Vice President
Address: 000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxxxx Xxxxx
Telecopy No.: (000) 000-0000
Commitment: $25,000,000 FLEET NATIONAL BANK, as a Lender
By:
---------------------------------------
Name:
Title:
Address: 000 Xxxx Xxxxxx
XXX 000
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxx Xxxxx
Telecopy No.: (000) 000-0000
17
Commitment: $25,000,000 NATIONAL CITY COMMERCIAL FINANCE, INC.,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Account Executive
Address: 0000 Xxxx 0xx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxx 00000
Attn: Xx. Xxxxx Xxxxxx
Telecopy No.: (000) 000-0000
Commitment: $25,000,000 PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
Address: 0000 Xxxxxx Xxxxxx
31st Floor F2-F070-31-2
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xx. Xxxxxxx Xxxxxx
Telecopy No.: (000) 000-0000
Commitment: $20,000,000 CITIZENS BUSINESS CREDIT COMPANY,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Address: 000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxx
Attn: Xx. Xxxxxxx Xxxxxxx
Telecopy No.: (000) 000-0000
18
Commitment: $30,000,000 FOOTHILL CAPITAL CORPORATION, as a Lender
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
Address: 00000 Xxxxx Xxxxxx Xxxx.
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxx Xxxxxxxx
Telecopy No.: (000) 000-0000
Commitment: $20,000,000 AMSOUTH BANK, as a Lender
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney In Fact
Address: c/o AmSouth Capital Corp.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxxxxx X. Xxxxxx
Telecopy No.: (000) 000-0000
Commitment: $15,000,000 IBJ WHITEHALL BUSINESS CREDIT CORPORATION,
as a Lender
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Address: Xxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxxxx Xxxxxx
Telecopy No.: (000) 000-0000
19
Commitment: $50,000,000 BANKBOSTON RETAIL FINANCE INC.,
as a Lender
By: /s/ Xxxxx Xxxxx
---------------------------------------
Name: Xxxxx Xxxxx
Title: Managing Director
Address: 00 Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xx. Xxxxx Xxxxx
Telecopy No.: (000) 000-0000
Commitment: $50,000,000 CIT GROUP/BUSINESS CREDIT, INC., as a Lender
By: /s/ Xxxxx X'Xxxx
---------------------------------------
Name: Xxxxx X'Xxxx
Title: Assistant Vice President
Address: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxxxx X'Xxxx
Telecopy No.: (000) 000-0000
Commitment: $25,000,000 TEXTRON FINANCIAL CORPORATION, as a Lender
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
Address: 0000 Xxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xx. Xxxxxxxxx XxxXxx
Telecopy No.: (000) 000-0000
20
Commitment: $50,000,000 XXXXXX FINANCIAL, INC., as a Lender
By: /s/ Xxxx Xxxx
---------------------------------------
Name: Xxxx Xxxx
Title: Senior Vice President
Address: 000 Xxxx 00xx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxxxxx Xxxxxxxx
Telecopy No.: (000) 000-0000
Commitment: $10,000,000 FREMONT FINANCIAL CORPORATION, as a Lender
By: /s/ Xxxx Xxxx
---------------------------------------
Name: Xxxx Xxxx
Title: Portfolio Administrator / Credit
Analyst
Address: 0000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxx Xxxxx
Telecopy No.: (000) 000-0000
Commitment: $25,000,000 BNY FINANCIAL CORPORATION, as a Lender
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
Address: 1290 Avenue of the Xxxxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxxxx Xxxxxxxx
Telecopy No.: (000) 000-0000
21
