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EXHIBIT 10.74
FOURTH AMENDMENT AND WAIVER
THIS FOURTH AMENDMENT AND WAIVER (this "Amendment") is entered into as of
the 6th day of April, 1999, by and among the banks listed on the signature
pages hereof (the "Lenders"), KEVCO, INC., a Texas corporation (the
"Borrower"), and NATIONSBANK, N.A. (successor by merger to NationsBank of
Texas, N.A.), as Administrative Agent for the Lenders (the "Administrative
Agent"), to the extent and in the manner provided for in the Credit Agreement
(defined below and herein so called).
BACKGROUND
(a) The Lenders, the Borrower, and the Administrative
Agent are parties to that certain Second Amended and
Restated Credit Agreement dated as of December 1, 1997
(as amended through the date hereof and as further
amended, extended, renewed, or restated from time to
time, the "Credit Agreement"; terms defined in the
Credit Agreement and not otherwise defined herein
shall be used herein as defined in the Credit
Agreement).
(b) The Determining Lenders, the Borrower and the
Administrative Agent entered into a Waiver, dated
December 30, 1998 (the "First Waiver"), waiving any
Event of Default with respect to Sections 7.10 and
7.11 of the Credit Agreement which may have occurred
as a result of the failure of the Borrower to comply
with said Sections for the fiscal quarter ending
December 31, 1998 (the "Existing Events of Default").
(c) The Determining Lenders, the Borrower and the
Administrative Agent entered into a Second Waiver,
dated February 15, 1999 (the "Second Waiver"),
extending the termination of the First Waiver from
February 15, 1999, to February 25, 1999.
(d) Lenders, the Borrower and the Administrative Agent
entered into a Third Amendment and Waiver, dated
February 25, 1999 (the "Third Amendment and Waiver"),
extending the termination of the Second Waiver from
February 25, 1999, to March 31, 1999, which has
subsequently been extended to April 15, 1999.
(e) The waiver granted in the Third Amendment and
Waiver will expire on April 15, 1999, whereupon the
Lenders will have the option to exercise all rights
and remedies that they have under the Credit Agreement
with respect to the
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Existing Events of Default, including but not limited
to, refusing to make any additional Advances under the
Credit Agreement.
(f) The Borrower has requested a waiver with respect
to the Existing Events of Default and Defaults arising
under Sections 6.2 and 6.3 of the Credit Agreement
because of the Borrower's failure within the 90-day
period set forth to deliver the information required
with respect to its 1998 fiscal year (the "Additional
Defaults"), thereby allowing the Borrower to obtain
additional Advances under the Credit Agreement which
would not otherwise be permitted under the terms of
the Credit Agreement and the Third Amendment and
Waiver.
(g) As an accommodation to the Borrower in order to
permit the Borrower to obtain additional Advances
under the Credit Agreement, the Lenders, conditioned
upon the Borrower's compliance with the terms and
conditions set forth herein, hereby agree to such
waiver with respect to the Existing Events of Default
as provided herein.
(h) Additionally, the Borrower, Administrative Agent,
and the Lenders desire to amend the Credit Agreement
to provide for, among other things, (i) an extension
of the Liquidity Commitment Maturity Date, and (ii)
changes to certain other provisions contained in the
Credit Agreement.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the parties
hereto covenant and agree as follows:
1. WAIVER. Subject to the satisfaction of the conditions of
effectiveness set forth in Section 9 of this Amendment and the other
conditions contained herein, the Lenders hereby waive the Existing Events
of Default and the Additional Defaults.
2. NO WAIVER. The waiver provided in Section 1 of this Amendment
shall not be and shall not be deemed to be a waiver of any Defaults or
Events of Default under the Credit Agreement other than the Existing
Events of Default.
3. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement is
hereby amended as follows:
(a) Section 1.1 is amended by amending and restating
the following terms:
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"Interest Coverage Ratio" means, for any period, the
ratio of EBITDA to interest expense (including interest
expense pursuant to Capitalized Lease Obligations, but
excluding non-cash amortization of Subordinated Debt and
other non-cash loan costs) of the Borrower and its
Subsidiaries for such period.
"Liquidity Commitment Maturity Date" means June 30,
1999, or the earlier date of termination in whole of the
Liquidity Commitment pursuant to the Loan Documents.
"Facility A Term Loan Maturity Date" means June 30,
2000, or the earlier date of acceleration of the Facility A
Term Loan Advances pursuant to Section 8.2 hereof.
"Facility B Term Loan Maturity Date" means June 30,
2000, or the earlier date of acceleration of the Facility B
Term Loan Advances pursuant to Section 8.2 hereof.
"Revolving Commitment Maturity Date" means June 30,
2000, or the earlier date of termination in whole of the
Revolving Credit Commitment pursuant to Section 2.6 or 8.2
hereof.
(b) Section 2.5(c) is entirely amended, as
follows:
(c) Prepayments from Sales of Assets. Concurrently
with the receipt of Net Cash Proceeds from the sale or
disposition by the Borrower or any of its Subsidiaries of
any assets (including the Capital Stock of any Subsidiary)
sold or disposed of (other than (i) the sale of inventory
and other assets sold in the ordinary course of business,
(ii) the sale or other disposition of worn out or obsolete
assets, and (iii) the sale or other disposition of Cash
Equivalents in the ordinary course of business) during any
fiscal year in which the aggregate Net Cash Proceeds
previously received from such asset sales during such
fiscal year exceeds $500,000, the Borrower shall prepay
Advances in a principal amount equal to 100% of the amount
by which aggregate Net Cash Proceeds received from such
asset sales during such fiscal year exceeds $500,000. Any
such prepayments shall (i) include accrued interest to the
date of such prepayment on the principal amount prepaid,
(ii) be applied to repay outstanding Liquidity Advances and
to permanently reduce the Liquidity Commitment by the
amount of such prepayment, and if there are no Liquidity
Advances outstanding, such prepayment shall be applied to
the unpaid principal amount of the Facility A Term Loan
Advances and the Facility B Term Loan Advances, in inverse
order of maturity, pro rata based upon the respective
principal amounts of the Facility A Term Loan Advances and
Facility B Term Loan Advances outstanding at the time of
such prepayment (provided, however, if at any time that
there are no Liquidity Advances, Facility A Term Loan
Advances or Facility B Term Loan Advances outstanding, any
such prepayment shall be applied to repay outstanding
Revolving Credit Advances and to permanently reduce the
Revolving Credit
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Commitment by the amount of such prepayment), and (iii) not
be subject to the notice and minimum payment provisions of
this Section 2.5.
(c) Section 2.5(d) is entirely amended, as
follows:
(d) Prepayments from Excess Cash Flow. On March 31,
2000, the Borrower shall prepay Liquidity Advances,
Facility A Term Loan Advances, or Facility B Term Loan
Advances, as applicable, in an aggregate principal amount
equal to 75% of Excess Cash Flow, if any, for the fiscal
year ending immediately preceding such date. Any such
prepayment shall (i) include accrued interest to the date
of such prepayment on the principal amount prepaid, (ii) be
applied to repay outstanding Liquidity Advances and to
permanently reduce the Liquidity Commitment by the amount
of such prepayment, and if there are no Liquidity Advances
outstanding, such prepayment shall be applied to the unpaid
principal amount of the Facility A Term Loan Advances and
the Facility B Term Loan Advances, in inverse order of
maturity, pro rata based upon the respective principal
amounts of the Facility A Term Loan Advances and Facility B
Term Loan Advances outstanding at the time of such
prepayment, and (iii) not be subject to the notice and
minimum payment provisions of this Section 2.5.
(d) Section 2.5(e) is entirely amended, as
follows:
(e) Prepayment from Sales Of Capital Stock.
Concurrently with the receipt of Net Cash Proceeds from the
sale or disposition by the Borrower to any Person (other
than (i) to the Borrower or any of its Subsidiaries and
(ii) sales of Capital Stock the Net Proceeds of which are
concurrently applied to complete an Acquisition permitted
pursuant to Section 7.6 hereof) of any Capital Stock of the
Borrower, the Borrower shall prepay Advances in an
aggregate principal amount equal to 50% of such Net Cash
Proceeds. Any such prepayments shall (i) include accrued
interest to the date of such prepayment on the principal
amount prepaid, (ii) be applied to repay outstanding
Liquidity Advances and to permanently reduce the Liquidity
Commitment by the amount of such prepayment, and if there
are no Liquidity Advances outstanding, such prepayment
shall be applied to the unpaid principal amount of the
Facility A Term Loan Advances and the Facility B Term Loan
Advances, in inverse order of maturity, pro rata based upon
the respective principal amounts of the Facility A Term
Loan Advances and Facility B Term Loan Advances outstanding
at the time of such prepayment (provided, however, if at
any time that there are no Liquidity Advances, Facility A
Term Loan Advances or Facility B Term Loan Advances
outstanding, any such prepayment shall be applied to repay
outstanding Revolving Credit Advances and to permanently
reduce the Revolving Credit Commitment by the amount of
such prepayment), and (iii) not be subject to the notice
and minimum payment provisions of this Section 2.5.
(e) Section 2.5(f) is entirely amended, as
follows:
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(f) Prepayment from Issuance of Institutional Debt
and Subordinated Debt. Concurrently with the receipt of Net
Cash Proceeds from the issuance of Institutional Debt and
Subordinated Debt (excluding the Senior Subordinated Notes)
by the Borrower or any of its Subsidiaries to any Person, the
Borrower shall prepay Advances in an aggregate principal
amount equal to 100% of such Net Cash Proceeds. Any such
prepayments shall (i) include accrued interest to the date of
such prepayment on the principal amount prepaid, (ii) be
applied to repay outstanding Liquidity Advances and to
permanently reduce the Liquidity Commitment by the amount of
such prepayment, and if there are no Liquidity Advances
outstanding, such prepayment shall be applied to the unpaid
principal amount of the Facility A Term Loan Advances and the
Facility B Term Loan Advances, in inverse order of maturity,
pro rata based upon the respective principal amounts of the
Facility A Term Loan Advances and Facility B Term Loan
Advances outstanding at the time of such prepayment
(provided, however, if at any time that there are no
Liquidity Advances, Facility A Term Loan Advances or Facility
B Term Loan Advances outstanding, any such prepayment shall
be applied to repay outstanding Revolving Credit Advances and
to permanently reduce the Revolving Credit Commitment by the
amount of such prepayment), and (iii) not be subject to the
notice and minimum payment provisions of this Section 2.5.
(f) Section 2.8(b) is entirely amended, as
follows:
(b) Facility A Term Loan Advances. To the extent not
otherwise required to be paid earlier as provided herein,
the principal amount of the Facility A Term Loan Advances
shall be repaid on each Quarterly Date and on the Facility
A Term Loan Maturity Date in such amounts as set forth next
to each such date below:
Amount of Reduction of Facility A
Quarterly Date Term Loan Advances as of each Date
-------------- ----------------------------------
June 30, 1999 $ 1,250,000
September 30, 1999 $ 1,250,000
December 31, 1999 $ 1,250,000
March 31, 2000 $ 1,875,000
June 30, 2000 $ 33,125,000
or such other amount of Facility A
Term Loan Advances then outstanding
(g) Section 2.8(c) is entirely amended, as
follows:
(c) Facility B Term Loan Advances. To the extent not
otherwise required to be paid earlier as provided herein,
the principal amount of the Facility B Term Loan
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Advances shall be repaid on each Quarterly Date and on the
Facility B Term Loan Maturity Date in such amounts as set
forth next to each such date below:
Amount of Reduction of Facility B
Quarterly Date Term Loan Advances as of each Date
-------------- ----------------------------------
June 30, 1999 $ 100,000
September 30, 1999 $ 100,000
December 31, 1999 $ 100,000
March 31, 2000 $ 100,000
June 30, 2000 $39,100,000
or such other amount of Facility B
Term Loan Advances then outstanding
(h) Section 6.7 is entirely amended, as
follows:
Section 6.7 Monthly Financial Statements and
Information. Within 30 days after the end of each month,
(a) a consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such month and the related
consolidated statement of income for such month and for the
elapsed portion of the year ended with the last day of such
month, and (b) a report comparing actual results of
operations for such month compared to budgeted performance;
all of which shall be certified by the president or chief
financial officer or other officer of the Borrower
acceptable to the Administrative Agent, to be, in his or
her opinion acting solely in his or her capacity as an
officer of the Borrower, complete and correct in all
material respects and to present fairly, in accordance with
GAAP, the financial position and results of operations of
the Borrower and its Subsidiaries as at the end of and for
such month, and for the elapsed portion of the year ended
with the last day of such month, subject only to normal
year-end adjustments.
(i) Section 7.5 is entirely amended, as
follows:
Section 7.5 Sale of Assets. The Borrower shall not,
and shall not permit any of its Subsidiaries to, sell,
lease, abandon, transfer or otherwise dispose of assets in
an aggregate amount during any fiscal year in excess of
$500,000, except (i) sales of inventory and other assets
sold in the ordinary course of business, (ii) sales or
other dispositions of worn out or obsolete assets, (iii)
sales of Cash Equivalents in the ordinary course of
business, or (iv) asset sales, the Net Cash Proceeds of
which are applied in accordance with Section 2.5(c) hereof.
(j) Section 7.10 is entirely amended, as
follows:
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Section 7.10 Leverage Ratio. The Borrower shall not
permit the Leverage Ratio to be greater than (a) 9.00 to 1
for the fiscal quarter ending Xxxxx 00, 0000, (x) 12.25 to
1 for the fiscal quarter ending June 30, 1999, (c) 13.25 to
1 for the fiscal quarter ending September 30, 1999, (d)
10.75 to 1 for the fiscal quarter ending December 31, 1999,
and (e) 9.50 to 1 at the end of any fiscal quarter ending
thereafter.
(k) Section 7.11 is deleted in its entirety,
and the following is inserted:
Section 7.11 INTENTIONALLY OMITTED.
(l) Section 7.12 is entirely amended, as
follows:
Section 7.12 Net Worth. The Borrower shall not permit
the Net Worth (without deduction from Net Worth of non-cash
loan amortization costs which have been accelerated to the
period ending on the applicable date of calculation by
reason of amendments to the definitions of Facility A Term
Loan Maturity Date, Facility B Term Loan Maturity Date, and
Revolving Commitment Maturity Date in the Fourth Amendment
and Waiver to the Credit Agreement dated as of April 6,
1999) at any time to be less than $35,000,000 at any time
during the period commencing on January 1, 1999 and
continuing through and including September 30, 1999, and
(c) $32,000,000 at all times thereafter.
(m) Section 7.15 is entirely amended, as
follows:
Section 7.15 Capital Expenditures. The Borrower shall
not permit the Capital Expenditures (exclusive of
Acquisitions) to be paid or incurred by it and its
Subsidiaries to exceed, for the period beginning on January
1, 1999 and ending on a date set forth below, the amount
set forth opposite such date:
Amount
Period Ending In $ Thousands
------------- --------------
March 31, 1999 1,500
June 30, 1999 4,525
September 30, 1999 5,525
December 31, 1999 6,500
March 31, 2000 8,000
June 30, 2000 9,500
(n) New Sections 7.17 and 7.18 are added
immediately following Section 7.16, as follows:
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Section 7.17 EBITDA. The Borrower shall not permit
EBITDA for the period beginning on January 1, 1999 and
ending on a date set forth below to be less than the amount
set forth opposite such date:
Amount
Period Ending In $ Thousands
------------- --------------
March 31, 1999 3,000
June 30, 1999 8,000
September 30, 1999 13,000
December 31, 1999 18,000
March 31, 2000 23,000
June 30, 2000 28,000
Section 7.18 Interest Coverage Ratio. The Borrower
shall not permit the Interest Coverage Ratio to be less
than 1.00 to 1 for any period of determination. For
purposes of this Section 7.18, the Interest Coverage Ratio
shall be measured quarterly (beginning with the fiscal
quarter beginning April 1, 1999) as of the last day of each
fiscal quarter of Borrower, and (a) beginning on June 30,
1999, and continuing through and including December 31,
1999, determined for the period beginning on April 1, 1999,
and ending on the last day of such fiscal quarter, and (b)
at all times after December 31, 1999, determined for the 12
month period ending on the last day of such fiscal quarter.
4. CERTAIN COVENANTS.
(a) The Borrower shall fully cooperate with all reasonable requests made
by the Administrative Agent or any Lender with respect to (i) the granting and
perfection of security interests in Collateral, including without limitation use
commercially reasonable efforts with respect to obtaining additional Landlord
Waivers required by Administrative Agent, and (ii) information regarding all
books, records and assets of the Borrower and its Subsidiaries and will permit
and cooperate with any collateral audit undertaken by or on behalf of the
Lenders, with all such costs to be borne by the Borrower.
(b) anything in the Credit Agreement or any other Loan Document, the
Borrower may not request, and Administrative Agent and Lenders will not make,
LIBOR Advances, and each LIBOR Advance outstanding on the date hereof shall be
converted to a Base Rate Advance at the end of the current Interest Period for
such LIBOR Advance. To such extent, Sections 2.9, 2.11, 2.13, and other
provisions of the Loan Documents applicable to LIBOR Advances are hereby
deleted.
5. ACKNOWLEDGMENT OF THE BORROWER. The Borrower acknowledges and agrees that
the Lenders executing this Amendment have done so in their sole discretion and
without any obligation. The Borrower further acknowledges and agrees that any
action taken or not taken by the Lenders or the Administrative Agent prior to,
on or after the date hereof shall not constitute a waiver or modification of any
term, covenant or provision of any Loan Document other than with respect to the
Existing Events of Default or prejudice any rights
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or remedies other than with respect to the Existing Events of Default
which the Administrative Agent or any Lender now has or may have in the
future under any Loan Document, Applicable Law or otherwise, all of which
rights and remedies are expressly reserved by the Administrative Agent and
the Lenders.
6. SUBSIDIARIES ACKNOWLEDGMENT. By signing below, each of the Subsidiaries
which has executed a Subsidiary Guaranty (a) consents and agrees to this
Amendment's execution and delivery, (b) ratifies and confirms its obligations
under its Subsidiary Guaranty, (c) acknowledges and agrees that its obligations
under its Subsidiary Guaranty are not released, diminished, impaired, reduced,
or otherwise adversely affected by this Amendment, and (d) acknowledges and
agrees that it has no claims or offsets against, or defenses or counterclaims
to, its Subsidiary Guaranty.
7. RELEASE.
(a) The Borrower and each Guarantor hereby unconditionally and
irrevocably remises, acquits, and fully and forever releases and
discharges the Administrative Agent and the Lenders and all respective
affiliates and subsidiaries of the Administrative Agent and the
Lenders, their respective officers, servants, employees, agents,
attorneys, principals, directors and shareholders, and their respective
heirs, legal representatives, successors and assigns (collectively, the
"Released Lender Parties") from any and all claims, demands, causes of
action, obligations, remedies, suits, damages and liabilities
(collectively, the "Borrower Claims") of any nature whatsoever, whether
now known, suspected or claimed, whether arising under common law, in
equity or under statute, which the Borrower or any Guarantor ever had
or now has against the Released Lender Parties which may have arisen at
any time on or prior to the date of this Amendment and which were in
any manner related to any of the Loan Documents or the enforcement or
attempted enforcement by the Administrative Agent or the Lenders of
rights, remedies or recourses related thereto.
(b) The Borrower and each Guarantor covenants and agrees never to
commence, voluntarily aid in any way, prosecute or cause to be
commenced or prosecuted against any of the Released Lender Parties any
action or other proceeding based upon any of the Borrower Claims which
may have arisen at any time on or prior to the date of this Amendment
and were in any manner related to any of the Loan Documents.
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(c) The agreements of the Borrower and each Guarantor set forth in this
Section 7 shall survive termination of this Amendment and the other
Loan Documents.
8. REPRESENTATIONS AND WARRANTIES TRUE, NO EVENT OF DEFAULT. By its execution
and delivery hereof, the Borrower represents and warrants to the Lenders that,
as of the date hereof and after giving effect to the waiver set forth in Section
1 of this Amendment:
(a) the representations and warranties contained in the Credit Agreement
and the other Loan Documents are true and correct on and as of the date
hereof as made on and as of such date; and
(b) no event has occurred and is continuing which constitutes a Default
or an Event of Default.
9. CONDITIONS OF EFFECTIVENESS. This Amendment shall not be effective until
all corporate actions of Borrower taken in connection herewith and the
transactions contemplated hereby shall be satisfactory in form and substance to
Administrative Agent and Lenders, and each of the following conditions precedent
shall have been satisfied:
(a) All reasonable out-of-pocket fees and expenses in connection with
the Loan Documents, including this Amendment, including legal and other
professional fees and expenses incurred on or prior to the date of this
Amendment by Administrative Agent or any Lender, including, without
limitation, the fees and expenses of Xxxxxxxx Xxxxxxxx & Xxxxxx P.C.
and Xxxxxx Xxxxxxxx L.L.P., shall have been paid.
(b) Administrative Agent and each Lender shall have received each of the
following, in form and substance satisfactory to Administrative Agent,
Lenders and Administrative Agent's counsel:
(i) an opinion of PricewaterhouseCoopers, accountants for the
Borrower and its Subsidiaries, with respect to the fiscal year 1998
audited consolidated financial statements of the Borrower, which
shall not be limited as to the scope of the audit or qualified as to
the status of the Borrower and its Subsidiaries as a going concern;
(ii) a certificate of the Borrower certifying (A) as to the
accuracy in all material respects, after giving effect to this
Amendment and the Waiver in Section 1 hereof, of the representations
and warranties set forth in the Credit Agreement, the other Loan
Documents and in this Amendment, and (B) that there exists no Default
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or Event of Default, after giving effect to this Amendment and the
Waiver in Section 1 hereof, and the execution, delivery and
performance of this Amendment will not cause a Default or Event of
Default;
(iii) certified copies of resolutions of the boards of directors
of the Borrower and each Subsidiary authorizing the transactions
contemplated by this Amendment; and
(iv) such other documents, certificates and instruments as the
Administrative Agent shall require prior to the date hereof.
10. ADDITIONAL EVENT OF DEFAULT. It will be an Event of Default if the
Borrower shall fail, on or before May 15, 1999, to deliver to Lenders a
comprehensive business plan, acceptable as to scope to Administrative Agent and
its counsel and financial consultants, prepared in consultation with
PricewaterhouseCoopers.
11. REFERENCE TO CREDIT AGREEMENT. Upon the effectiveness of this
Amendment, each reference in the Credit Agreement to "this Agreement,"
"hereunder," or words of like import shall mean and be a reference to the Credit
Agreement, as affected and amended by this Amendment.
12. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same instrument.
13. GOVERNING LAW: BINDING EFFECT. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas and shall be binding
upon the Borrower, the Administrative Agent, each Lender and their respective
successors and assigns.
14. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as the
date first above written.
KEVCO, INC.
By: /s/ XXXXX X. XXXXXX
-------------------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------------
Title: Chairman of the Board
-------------------------------------
NATIONSBANK, N.A., as Administrative Agent and
as a Lender
By: /s/ XXXXXXX X. XXXXXXXXXX, XX
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx, XX
--------------------------------------
Title: Managing Director
-------------------------------------
NATIONAL CITY BANK KENTUCKY
By: /s/ [ILLEGIBLE]
-------------------------------------------
Name: [Illegible]
--------------------------------------
Title: Senior Vice President
-------------------------------------
GUARANTY FEDERAL BANK, F.S.B.
By: /s/ XXXXXX X. XXXX
-------------------------------------------
Name: Xxxxxx X. Xxxx
--------------------------------------
Title: Vice President
-------------------------------------
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XXXXX FARGO BANK, N.A.
By: /s/ XXXXX ERUENDT
-------------------------------------------
Name: Xxxxx Eruendt
--------------------------------------
Title: Vice President
-------------------------------------
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc., as its
Investment Manager
By: /s/ XXXXXX XXXXXX
-------------------------------------------
Name: Xxxxxx Xxxxxx
--------------------------------------
Title: Vice President
-------------------------------------
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc., as Collateral
Manager
By: /s/ XXXXXXX X. XXXXXXXX
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
--------------------------------------
Title: Senior Vice President &
-------------------------------------
Portfolio Manager
-------------------------------------
ALLIANCE CAPITAL FUNDING, L.L.C.
By: Alliance Capital Management, L.P., as
Manager on behalf of ALLIANCE CAPITAL
FUNDING, L.L.C.
By: ALLIANCE CAPITAL
MANAGEMENT CORPORATION
General Partner of Alliance Capital
Management, L.P.
By: /s/ XXXX XXXXXXXXXXX
---------------------------------------
Name: Xxxx Xxxxxxxxxxx
----------------------------------
Title: Vice President
---------------------------------
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XXXXXXX XXXXX DEBT STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P., as
Investment Advisor
By: /s/ XXXXXX EIGGIO
-------------------------------------------
Name: Xxxxxx Eiggio
--------------------------------------
Title: Authorized Signatory
-------------------------------------
Xxxxxxx Xxxxx Debt Global Investment Series:
INCOME STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P., as
Investment Advisor
By: /s/ XXXXXX EIGGIO
-------------------------------------------
Name: Xxxxxx Eiggio
--------------------------------------
Title: Authorized Signatory
-------------------------------------
BANK ONE, TEXAS, N.A.
By: /s/ XXXXXXX X. XXXXXX
-------------------------------------------
Name: Xxxxxxx X. Xxxxxx
--------------------------------------
Title: Vice President
-------------------------------------
XXX CAPITAL FUNDING LP
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ XXXXX XXXXXXX
-------------------------------------------
Name: Xxxxx Xxxxxxx
--------------------------------------
Title: President
-------------------------------------
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ACKNOWLEDGED AND AGREED:
KEVCO MANAGEMENT, INC.
By: /s/ XXXXX X. XXXXXX
-------------------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------------
Title: Chairman of the Board
-------------------------------------
KEVCO HOLDING, INC.
By: /s/ XXXXX X. XXXXXX
-------------------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------------
Title: Chairman of the Board
-------------------------------------
KEVCO GP, INC.
By: /s/ XXXXX X. XXXXXX
-------------------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------------
Title: Chairman of the Board
-------------------------------------
KEVCO COMPONENTS, INC.
By: /s/ XXXXX X. XXXXXX
-------------------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------------
Title: Chairman of the Board
-------------------------------------
DCM DELAWARE, INC.
By: /s/ XXXXX X. XXXXXX
-------------------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------------
Title: Chairman of the Board
-------------------------------------
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KEVCO MANUFACTURING, L.P.
By: KEVCO GP, INC., its General Partner
By: /s/ XXXXX X. XXXXXX
-------------------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------------
Title: Chairman of the Board
-------------------------------------
KEVCO DISTRIBUTION, L.P.
By: KEVCO GP, INC., its General Partner
By: /s/ XXXXX X. XXXXXX
-------------------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------------
Title: Chairman of the Board
-------------------------------------
