Exhibit 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
AND
ASSIGNMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND ASSIGNMENT (this "AMENDMENT"),
dated as of May 27, 1998, is by and among Xxxxxx American Corp. (the
"BORROWER"), Xxxxxx American Investment Corp. (the "PARENT"), Xxxxxx American
Group, Inc. ("INTERCO") and the certain subsidiaries of the Parent identified
on the signature pages hereto (together with the Parent and Interco, the
"GUARANTORS"), the lenders identified on the signature pages hereto as Existing
Lenders (the "EXISTING LENDERS"; such term shall include NationsBank, N.A. and
National Westminster Bank Plc, as each may be referred to hereunder as an
"ASSIGNING EXISTING LENDER"), the Persons identified as New Lenders on the
signature pages hereto (the "NEW LENDERS", and together with the Existing
Lenders, the "LENDERS"), NationsBank, N.A., as agent for the Lenders (in such
capacity, the "AGENT") and Gleacher NatWest Inc., as documentation agent (the
"DOCUMENTATION AGENT"). Capitalized terms used herein which are not defined
herein and which are defined in the Credit Agreement shall have the same
meanings as therein defined.
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantors, the Existing Lenders, the Agent and
the Documentation Agent have entered into that certain Credit Agreement dated as
of May 18, 1998, as amended, (the "EXISTING CREDIT AGREEMENT");
WHEREAS, parties to the Existing Credit Agreement have agreed to amend the
Existing Credit Agreement as provided herein;
WHEREAS, the parties to the Existing Credit Agreement and the New Lenders
have agreed that the New Lenders shall become parties to the Existing Credit
Agreement (as amended hereby) by way of assignment by each Assigning Existing
Lender of certain percentages of its Commitments;
NOW, THEREFORE, in consideration of the agreements hereinafter set forth,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
PART 1
DEFINITIONS
SUBPART 1.1 CERTAIN DEFINITIONS. Unless otherwise defined herein or the
context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"AMENDED CREDIT AGREEMENT" means the Existing Credit Agreement
as amended hereby.
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"AMENDMENT NO. 1 EFFECTIVE DATE" is defined in SUBPART 3.1.
SUBPART 1.2 OTHER DEFINITIONS. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings provided in the Amended Credit Agreement.
PART 2
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 1
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this PART 2. Except as so amended, the Existing Credit Agreement and all
other Credit Documents shall continue in full force and effect.
SUBPART 2.1 SECTION 1.1.
(a) Clause (e) appearing in the definition of "Change of
Control" appearing in Section 1.1 of the Existing Credit Agreement is
hereby amended to read as follows:
"CHANGE OF CONTROL" means
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(e) the occurrence of a "Change of Control" under any of the
Recapitalization Documents or the indenture for the Senior
Subordinated Debt.
******
(b) The definition of "Eligible Assignee" appearing in Section
1.1 of the Existing Credit Agreement is hereby amended to read as follows:
"ELIGIBLE ASSIGNEE" means (i) a Lender; (ii) an Affiliate of a Lender or
any fund that invests in bank loans and is managed by an investment advisor
to a Lender; and (iii) any other Person approved by the Agent and the
Borrower (such approval not to be unreasonably withheld or delayed by the
Borrower and such approval to be deemed given by the Borrower if no
objection is received by the assigning Lender and the Agent from the
Borrower within three Business Days after notice of such proposed
assignment has been provided by the assigning Lender to the Borrower);
PROVIDED, HOWEVER, that neither the Parent nor any of the Consolidated
Parties shall qualify as an Eligible Assignee.
(c) The definition of "Equity Issuance Prepayment Event"
appearing in Section 1.1 of the Existing Credit Agreement is deleted.
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SUBPART 2.2 SECTION 3.3(B)(V). Section 3.3(b)(v) of the Existing Credit
Agreement is hereby amended and restated to read as follows:
(v) ISSUANCES OF EQUITY. Immediately upon the occurrence of any Equity
Issuance Prepayment Event, the Borrower shall prepay the Loans in an
aggregate amount equal to 100% of the Net Cash Proceeds of the
related Equity Issuance (such prepayment to be applied as set forth
in clause (vi) below.
SUBPART 2.3 SECTION 3.11(D). Section 3.11(d) of the Existing Credit
Agreement is hereby amended and restated to read as follows:
3.11 TAXES.
******
(d) Each Lender that is not a United States person under Section
7701(a)(30) of the Code, on or prior to the date of its execution and
delivery of this Credit Agreement in the case of each Lender listed on the
signature pages hereof and on or prior to the date on which it becomes a
Lender in the case of each other Lender, and from time to time thereafter
if requested in writing by the Borrower or the Agent (but only so long as
such Lender remains lawfully able to do so), shall provide the Borrower and
the Agent with (i) if such Lender is a "bank" within the meaning of Section
881(c)(3)(A) of the Code, Internal Revenue Service Form 1001 or 4224, as
appropriate, or any successor form prescribed by the Internal Revenue
Service, certifying that such Lender is entitled to benefits under an
income tax treaty to which the United States is a party which reduces the
rate of withholding tax on payments of interest or certifying that the
income receivable pursuant to this Credit Agreement is effectively
connected with the conduct of a trade or business in the United States and
a Form W-8, or successor applicable form, or (ii) if such Lender is not a
"bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot
comply with clause (i) hereof, a Form W-8, or any subsequent versions
thereof or successors thereto certifying that such Lender is entitled to an
exemption from or a reduced rate of tax on payments pursuant to this Credit
Agreement or any of the other Credit Documents and, if such Lender delivers
a Form W-8, a certificate representing that such Lender is not a bank for
purposes of Section 881(c) of the Code, is not a 10% shareholder (within
the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not
a controlled foreign corporation related to the Borrower (within the
meaning of Section 864(d)(4) of the Code). In addition, each Lender shall
deliver such forms promptly upon the obsolescence or invalidity of any form
previously delivered by such Lender. Each Lender shall promptly notify the
Borrower at any time it determines that it is no longer in a position to
provide any previously delivered form to the Borrower (or any other form
adopted by the U.S. taxing authorities for such purpose). Notwithstanding
any other provision of this Section 3.11(d), a Lender shall not be required
to deliver any form pursuant to this Section 3.11(d) that such Lender is
not legally able to deliver.
SUBPART 2.4 SECTION 11.3(B)(II), 11.3(C) AND 11.3(F). Sections
11.3(b)(ii), 11.3(c) and 11.3(f) of the Existing Credit Agreement are hereby
amended and restated to read as follows:
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11.3 BENEFIT OF AGREEMENT.
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(b) Each Lender may assign to one or more Eligible Assignees all
or a portion of its rights and obligations under this Credit Agreement
(including, without limitation, all or a portion of its Loans, its Notes,
and its Commitment); PROVIDED, HOWEVER, that
******
(ii) except in the case of an assignment to another Lender,
an Affiliate of an existing Lender or any fund that invests in bank
loans and is advised or managed by an investment advisor to an
existing Lender, or an assignment of all of a Lender's rights and
obligations under this Credit Agreement, any such partial assignment
shall be in an amount at least equal to $5,000,000 (or, if less, the
remaining amount of the Commitment being assigned by such Lender) or
an integral multiple of $1,000,000 in excess thereof;
******
(c) The Agent, on behalf of the Borrower, shall maintain at its
address referred to in Section 11.1 a copy of each Assignment and
Acceptance delivered to and accepted by it and a register for the
recordation of the names and addresses of the Lenders and the Commitment
of, and principal amount of the Loans owing to, each Lender from time to
time (the "REGISTER"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Credit Parties,
the Agent and the Lenders shall treat each Person whose name is recorded in
the Register as a Lender hereunder for all purposes of this Credit
Agreement. The Register shall be available for inspection by the Credit
Parties or any Lender at any reasonable time and from time to time upon
reasonable prior notice. Any assignment of any Loan or other Credit Party
Obligations shall be effective only upon an entry with respect thereto
being made in the Register.
******
(f) Notwithstanding any other provision set forth in this Credit
Agreement, any Lender may at any time assign and pledge all or any portion
of its Loans and its Notes (i) to any Federal Reserve Bank as collateral
security pursuant to Regulation A and any Operating Circular issued by such
Federal Reserve Bank or (ii) in the case of any Lender which has made
Tranche B Term Loans hereunder and is an investment fund, to the trustee
under the indenture to which such fund is a party in support of its
obligations to such trustee for the benefit of the applicable trust
beneficiaries. No such assignment shall release the assigning Lender from
its obligations hereunder.
SUBPART 2.5 SECTION 11.14. Section 11.14 of the Existing Credit Agreement
is hereby amended and restated to read as follows:
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11.14 CONFIDENTIALITY.
The Agent and each Lender (each, a "LENDING PARTY") agrees to keep
confidential any non-public information furnished or made available to it by the
Credit Parties pursuant to this Credit Agreement; PROVIDED that nothing herein
shall prevent any Lending Party from disclosing such information (a) to any
other Lending Party or any Affiliate of any Lending Party, or any officer,
director, employee, agent, or advisor of any Lending Party or Affiliate of any
Lending Party, (b) to any other Person if reasonably incidental to the
administration of the credit facility provided herein, (c) as required by any
law, rule, or regulation, (d) upon the order of any court or administrative
agency, (e) upon the request or demand of any regulatory agency or authority
having jurisdiction over such Lending Party, (f) that is or becomes available to
the public or that is or becomes available to any Lending Party other than as a
result of a disclosure by any Lending Party prohibited by this Credit Agreement,
(g) in connection with any litigation to which such Lending Party or any of its
Affiliates may be a party, (h) to the extent necessary in connection with the
exercise of any remedy under this Credit Agreement or any other Credit Document,
(i) to the National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's investment portfolio in connection with ratings
issued with respect to such Lender, (j) to any direct or indirect contractual
counterparty in swap agreements or such contractual counterparty's professional
advisor (so long as such contractual counterparty or professional advisor to
such contractual counterparty (i) has been approved in writing by the Borrower
and (ii) agrees in a writing enforceable by the Borrower to be bound by the
provisions of this Section 11.14) and (k) subject to provisions substantially
similar to those contained in this Section 11.14, to any actual or proposed
participant or assignee.
SUBPART 2.6 SCHEDULE 2.1(A). SCHEDULE 2.1(A) of the Existing Credit
Agreement is hereby deleted in its entirety and a new schedule in the form of
SCHEDULE 2.1(A) attached hereto is substituted therefor.
PART 3
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 AMENDMENT NO. 1 EFFECTIVE DATE. This Amendment shall be and
become effective as of the date hereof (the "AMENDMENT NO. 1 EFFECTIVE DATE")
when all of the conditions set forth in this PART 3 shall have been satisfied,
and thereafter this Amendment shall be known, and may be referred to, as
"AMENDMENT NO. 1."
SUBPART 3.2 EXECUTION OF COUNTERPARTS OF AMENDMENT. The Agent shall have
received counterparts (or other evidence of execution, including telephonic
message, satisfactory to the Agent) of this Amendment, which collectively shall
have been duly executed on behalf of each of the Borrower, the Guarantors and
the Lenders.
SUBPART 3.3 OTHER ITEMS. The Agent shall have received such other
documents, agreements or information which may be reasonably requested by the
Agent.
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PART 4
ASSIGNMENTS AND ASSUMPTIONS
Each Assigning Existing Lender hereby sells and assigns, without recourse,
to the New Lenders, and the New Lenders hereby purchase and assume, without
recourse, from such Assigning Existing Lender, effective as of the Amendment No.
1 Effective Date, such interests in such Assigning Existing Lender's rights and
obligations under the Existing Credit Agreement (including, without limitation,
the Commitments of such Assigning Existing Lender on the Amendment No. 1
Effective Date and the Revolving Loans and LOC Obligations, the portions of the
Tranche A Term Loan and the portions of the Tranche B Term Loan owing to such
Assigning Existing Lender which are outstanding on the Amendment No. 1 Effective
Date) as shall be necessary in order to give effect to the reallocations of the
Revolving Committed Amounts and Revolving Commitment Percentages, the Tranche A
Term Loan Committed Amounts and Tranche A Term Loan Commitment Percentages and
the Tranche B Term Loan Committed Amounts and Tranche B Term Loan Commitment
Percentages effected by the amendment to Schedule 2.1(a) to the Existing Credit
Agreement pursuant to SUBPART 2.6 hereof. From and after the Amendment No. 1
Effective Date (i) each of the New Lenders shall be a party to and be bound by
the provisions of the Existing Credit Agreement (as amended hereby) and, to the
extent of the interests assigned hereby, have the rights and obligations of a
Lender thereunder and under the other Credit Documents and (ii) each Assigning
Existing Lender shall, to the extent of the interests assigned hereby,
relinquish its rights and be released from its obligations under the Existing
Credit Agreement. Each Assigning Existing Lender (i) represents and warrants
that it is the legal and beneficial owner of the interest being assigned by it
hereunder and that such interest is free and clear of any adverse claim; (ii)
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
the Credit Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Documents or any other
instrument or document furnished pursuant thereto; and (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Credit Party or the performance or observance by any
Credit Party of any of its obligations under the Credit Documents or any other
instrument or document furnished pursuant thereto. Each New Lender (i) confirms
that it has received a copy of the Existing Credit Agreement (as amended hereby)
together with copies of the financial statements referred to in Section 7.1
thereof and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Amendment; (ii)
agrees that it will, independently and without reliance upon the Agent, the
Assigning Existing Lenders or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Amended Credit
Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Amended Credit Agreement as are delegated
to the Agent by the terms thereof, together with such powers and discretion as
are reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations that by the terms of the Amended Credit
Agreement are required to be performed by it as a Lender; and (vi) attaches any
U.S. Internal Revenue Service or other forms required under Section 3.11 of the
Amended Credit Agreement. Each New Lender specifically
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acknowledges and agrees that NationsBank, N.A. or one or more of its Affiliates
may hold from time to time shares of the Senior Preferred Stock.
PART 5
MISCELLANEOUS
SUBPART 5.1 REPRESENTATIONS AND WARRANTIES. Borrower hereby represents
and warrants to the Agent and the Lenders that, after giving effect to this
Amendment, (a) no Default or Event of Default exists under the Credit Agreement
or any of the other Credit Documents and (b) the representations and warranties
set forth in Section 6 of the Existing Credit Agreement are, subject to the
limitations set forth therein, true and correct in all material respects as of
the date hereof (except for those which expressly relate to an earlier date).
SUBPART 5.2 REAFFIRMATION OF CREDIT PARTY OBLIGATIONS. Each Credit Party
hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it
is bound by all terms of the Credit Agreement applicable to it and (b) that it
is responsible for the observance and full performance of its respective Credit
Party Obligations.
SUBPART 5.3 CROSS-REFERENCES. References in this Amendment to any Part or
Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 5.4 INSTRUMENT PURSUANT TO EXISTING CREDIT AGREEMENT. This
Amendment is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with the terms and provisions of the
Existing Credit Agreement.
SUBPART 5.5 REFERENCES IN OTHER CREDIT DOCUMENTS. At such time as this
Amendment No. 1 shall become effective pursuant to the terms of SUBPART 3.1, all
references in the Credit Documents to the "Credit Agreement" shall be deemed to
refer to the Credit Agreement as amended by this Amendment No. 1.
SUBPART 5.6 COUNTERPARTS/TELECOPY. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement. Delivery of executed counterparts of the Amendment by telecopy shall
be effective as an original and shall constitute a representation that an
original shall be delivered.
SUBPART 5.7 GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE NEW YORK.
SUBPART 5.8 SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.
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IN WITNESS WHEREOF the Borrower, the Guarantors and the Existing Lenders
have caused this Amendment to be duly executed on the date first above written.
BORROWER: XXXXXX AMERICAN CORP.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
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Title: President
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GUARANTORS: XXXXXX AMERICAN INVESTMENT CORP.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------
Title: President
-----------------------------
XXXXXX AMERICAN GROUP, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------
Title: President
-----------------------------
CONSUMER DIRECT CORPORATION,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
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Title: President
-----------------------------
ARROW FACTORY STORES, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------
Title: Chairman
-----------------------------
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GAKM RESOURCES CORPORATION,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
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Title: President
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XXXXXX PEABODY RESOURCES CORPORATION,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
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Title: President
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XXXXXX XXXXXXX HOLDING CORP.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
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Title: President
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XXXXXX, PEABODY & CO., INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------
Title: Chairman
-----------------------------
BIDERTEX SERVICES INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------
Title: President
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GREAT AMERICAN KNITTING XXXXX, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
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Title: Chairman
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XXXXXX DESIGNER GROUP, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------
Title: Chairman
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EXISTING LENDERS: NATIONSBANK, N. A.,
individually in its capacity as a
Lender and in its capacity as Agent
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
-----------------------------------
Title: Managing Director
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NATIONAL WESTMINSTER BANK PLC
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------------
Title: Senior Vice President
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DOCUMENTATION AGENT: GLEACHER NATWEST INC.,
By: /s/ Xxxxxx X. Xxxxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
-----------------------------------
Title: Vice President
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IN WITNESS WHEREOF the New Lenders have become a party to the Amended
Credit Agreement on the date first above written.
NEW LENDERS: FLEET BANK, N.A.,
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
-----------------------------------
Title: Senior Vice President
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BANKBOSTON, N.A.,
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxx
-----------------------------------
Title: Vice President
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SANWA BUSINESS CREDIT CORPORATION
By: /s/ Xxxxx X. Skavia
-------------------------------------
Name: Xxxxx X. Skavia
-----------------------------------
Title: Vice President
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CREDITANSTALT COROPRATE FINANCE, INC.,
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------------
Title: Executive Vice President
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By: /s/ Xxxxxxx X. XxXxxxxx, Xx.
-------------------------------------
Name: Xxxxxxx X. XxXxxxxx, Xx.
-----------------------------------
Title: Senior Associate
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FIRST SOURCE FINANCIAL LLP,
By First Source Financial Inc., its manager
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
-----------------------------------
Title: Senior Vice President
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THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH,
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxx
-----------------------------------
Title: Deputy General Manager
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SUMMIT BANK,
By: /s/ Xxxxxxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxxxxxx X. Xxxxxx, Xx.
-----------------------------------
Title: Vice President
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XXXXXX XXXXXXX BANK,
By: /s/ Xxxxx X. XxXxxxx
-------------------------------------
Name: Xxxxx X. XxXxxxx
-----------------------------------
Title: Authorized Signatory
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AG CAPITAL FUNDING PARTNERS, L.P.,
By: Xxxxxx Xxxxxx & Co., L.P. as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
-----------------------------------
Title: Managing Director
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NEW YORK LIFE INSURANCE COMPANY,
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
-----------------------------------
Title: Managing Director
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SENIOR DEBT PORTFOLIO,
By: Boston Management and Research,
as Investment Advisor
By: /s/ Xxxxx X. Page
-------------------------------------
Name: Xxxxx X. Page
-----------------------------------
Title: Vice President
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ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.,
By: Pilgrim America Investments, Inc.,
as its Investment Manager
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
-----------------------------------
Title: Vice President
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STRATA FUNDING LTD.,
By: /s/ Xxxx X. Cullinano
-------------------------------------
Name: Xxxx X. Cullinano
-----------------------------------
Title: Director
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SCHEDULE 2.1(A)
LENDER ADDRESSES AND COMMITMENTS
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