EXHIBIT 10.1
CONSENT, WAIVER AND FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS CONSENT, WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "First Amendment"), dated as of June 26, 1998, is entered into
among COMPUCOM SYSTEMS, INC., a Delaware corporation (the "Borrower"), COMPUCOM
PROPERTIES, INC., a Delaware corporation ("Properties"), COMPUTER INTEGRATION
CORP., a Delaware corporation ("CIC") (Properties and CIC being sometimes
collectively referred to herein as the "Guarantors"), the lenders listed on the
signature pages hereof (the "Lenders"), and NATIONSBANK, N.A., successor by
merger to NationsBank of Texas, N.A., as Administrative Lender for the Lenders
(in said capacity, the "Administrative Lender").
BACKGROUND
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A. The Borrower, the Lenders and the Administrative Lender heretofore
entered into a certain Amended and Restated Credit Agreement, dated as of
November 3, 1997 (the "Credit Agreement"; the terms defined in the Credit
Agreement and not otherwise defined herein shall be used herein as defined in
the Credit Agreement) .
B. The Guarantors have heretofore executed and delivered certain Loan
Documents pursuant to which the Guarantors have guaranteed the indebtedness and
obligations of the Borrower under, or in connection with, the Credit Agreement
and pursuant to which the Guarantors have granted certain Liens to the
Administrative Lender as security for such indebtedness and obligations.
C. The Borrower has advised the Administrative Lender and the Lenders
that the Borrower has entered into a certain Agreement and Plan of Merger, dated
as of April 10, 1998, among the Borrower, CompuCom Acquisition Corp., a Florida
corporation and a wholly-owned subsidiary of the Borrower (the "Acquisition
Subsidiary") and Dataflex Corporation, a Florida corporation ("Dataflex") (such
Agreement and Plan of Merger, together with the documents executed in connection
therewith or in connection with the consummation of the transactions
contemplated thereby, being collectively referred to herein as the "Dataflex
Acquisition Documents"), pursuant to which (i) the Borrower, through the
Acquisition Subsidiary, will acquire all of the issued and outstanding shares of
the common stock, other outstanding securities and other indicia of ownership of
Dataflex (or same will otherwise be terminated, retired or relinquished) and the
Borrower will pay certain other costs and expenses associated with such
transactions, for an aggregate amount not to exceed $25,000,000, (ii) the
Borrower will repay certain existing indebtedness of Dataflex in an aggregate
amount not to exceed $17,500,000 and (iii) Dataflex will merge with the
Acquisition Subsidiary, with Dataflex being the surviving entity and a wholly-
owned subsidiary of the Borrower.
D. The Borrower and the Guarantors have requested that the Administrative
Lender and the Lenders waive the Event of Default that would otherwise exist
under clause (v) of Section 7.6 of the Credit Agreement by virtue of the
consummation of the transactions contemplated by the Dataflex Acquisition
Documents and that the Administrative Lender and the Lenders waive certain other
requirements under the Credit Agreement in connection therewith, all as more
fully described herein, and, subject to the terms, conditions and limitations
set forth herein, the Administrative Lender and the Lenders are prepared to do
so. The Borrower, the Guarantors, the Lenders and the Administrative Lender also
desire to amend the Credit Agreement in certain respects.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower, the
Guarantors, the Lenders and the Administrative Lender covenant and agree as
follows:
1. AMENDMENTS.
1.1 Article I of the Credit Agreement is hereby amended by adding
thereto the following additional defined terms:
"`Borrower's Corporate Headquarters' means the building located at
0000 Xxxxxx Xxxx in Dallas, Texas, together with the land upon which
such building is located and the other improvements located on such
land."
"`CIC' means Computer Integration Corp., a Delaware corporation and a
wholly-owned Subsidiary of the Borrower."
"`First Amendment' means that certain Consent, Waiver and First
Amendment to Amended and Restated Credit Agreement, dated as of June
26, 1998, among the Borrower, Properties, CIC, the Administrative
Lender and the Lenders."
"`First Amendment Initial Pricing Period' means the period from and
including the effective date of the First Amendment to and including
the First Amendment Rate Adjustment Date."
"`First Amendment Rate Adjustment Date' means the date which is two
Business Days following the date that the Lenders receive the
financial statements for the fiscal quarter ended September 30, 1998,
required to be delivered pursuant to Section 6.1 or 6.2 hereof,
together with the Compliance Certificate in connection therewith,
required to be delivered pursuant to Section 6.3 hereof."
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"`Properties' means CompuCom Properties, Inc., a Delaware corporation
and a wholly-owned Subsidiary of the Borrower."
"`Replacement Facility A Notes' means the promissory notes of the
Borrower evidencing Facility A Advances hereunder, substantially in
the form of Exhibit A hereto, together with any extensions, renewals
or amendments thereof, or substitutions therefor, which Replacement
Facility A Notes constitute renewals, extensions, modifications and
increases of and to the Facility A Notes and the indebtedness
evidenced thereby."
"`Replacement Facility B Notes' means the promissory notes of the
Borrower evidencing Facility B Advances hereunder, substantially in
the form of Exhibit B hereto, together with any extensions, renewals
or amendments thereof, or substitutions therefor, which Replacement
Facility B Notes constitute renewals, extensions and modifications of
and to the Facility B Notes and the indebtedness evidenced thereby."
"`Replacement Notes' means, collectively, the Replacement Facility A
Notes and the Replacement Facility B Notes."
1.2 The definition of "Applicable LIBOR Rate Margin" set forth in
Article I of the Credit Agreement is hereby amended to read as follows:
"`Applicable LIBOR Rate Margin'" means the following per annum
percentages, applicable in the following situations:
(a) First Amendment Initial Pricing Period 0.875%
(b) Subsequent Pricing Period
(1) The Fixed Charge Coverage Ratio is greater than or 0.625%
equal to 2.50 to 1.00
(2) The Fixed Charge Coverage Ratio is less than 2.50 0.750%
to 1.00 but greater than or equal to 2.00 to 1.00
(3) The Fixed Charge Coverage Ratio is less than 2.00 0.875%
to 1.00 but greater than or equal to 1.50 to 1.00
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(4) The Fixed Charge Coverage Ratio is less than 1.50 1.125%
to 1.00
The Applicable Margin payable by the Borrower on the LIBOR Advances outstanding
hereunder shall be subject to reduction or increase, as applicable and as set
forth in the table above, on a quarterly basis according to the performance of
the Borrower as tested by using the Fixed Charge Coverage Ratio calculated as of
the end of each fiscal quarter during the Subsequent Pricing Period; provided,
that each adjustment in the LIBOR Basis shall be effective with respect to LIBOR
Advances (i) made following receipt by the Administrative Lender of the
financial statements required to be delivered pursuant to Section 6.1 or 6.2
hereof, as applicable, for each such fiscal quarter, and the corresponding
Compliance Certificate required pursuant to Section 6.3 hereof, on the date of
making such LIBOR Advance and (ii) outstanding on the date of receipt of such
financial statements and Compliance Certificate referred to in clause (i)
immediately preceding, on the date which is two Business Days following the date
of receipt of such financial statements and Compliance Certificate. If such
financial statements and Compliance Certificate are not received by the
Administrative Lender by the date required, effective as of the first Business
Day following notification thereof from the Administrative Lender to the
Borrower, the Applicable LIBOR Rate Margin shall be determined as if the Fixed
Charge Coverage Ratio is less than 1.50 to 1.00 until such time as such
financial statements and Compliance Certificate are received."
1.3 The definition of "EBITDA" set forth in Article I of the
Credit Agreement is hereby amended to read as follows:
"`EBITDA' means, for any period, determined in accordance with GAAP on
a consolidated basis for the Borrower and its Subsidiaries, the sum of
(a) EBIT plus (b) depreciation and amortization (other than
amortization of service parts), to the extent that such depreciation
and amortization are included in determining EBIT."
1.4 The definition of "Facility A Commitment" set forth in Article
I of the Credit Agreement is hereby amended to read as follows:
"`Facility A Commitment' means $165,000,000, as reduced pursuant to
Section 2.6 hereof."
1.5 The definition of "Fixed Charges" set forth in Article I of
the Credit Agreement is hereby amended to read as follows:
"`Fixed Charges' means, for any date of calculation, calculated for
Borrower and its Subsidiaries on a consolidated basis, the sum of,
without duplication, (a) the greater of (i) Current Maturities and
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(ii) 10% of Funded Debt, plus (b) interest expense (including interest
expense pursuant to Capitalized Lease Obligations); provided, however,
that (x) for purposes of calculating Fixed Charges for the quarter
ending September 30, 1998, 2.50% of Funded Debt shall be utilized in
the foregoing calculation, (y) for purposes of calculating Fixed
Charges for the quarter ending December 31, 1998, 5.0% of Funded Debt
shall be utilized in the foregoing calculation and (z) for purposes of
calculating Fixed Charges for the quarter ending March 31, 1999, 7.50%
of Funded Debt shall be utilized in the foregoing calculation."
1.6 The definition of "Fixed Charge Coverage Ratio" set forth in
Article I of the Credit Agreement is hereby amended to read as follows:
"`Fixed Charge Coverage Ratio' means the ratio of EBITDA to Fixed
Charges, calculated for the four consecutive fiscal quarters
immediately preceding the date of calculation; provided, however, that
for each of the three consecutive fiscal quarters beginning with the
fiscal quarter ending September 30, 1998, the Fixed Charge Coverage
Ratio shall mean the ratio of EBITDA to Fixed Charges, calculated for
the actual fiscal quarter(s) that have ended since September 29, 1998
and prior to the date of calculation."
1.7 The definition of "Notes" set forth in Article I of the Credit
Agreement is hereby amended to read as follows:
"`Notes' means, collectively, the Facility A Notes, the Facility B
Notes, the Swing Line Note and the Replacement Notes."
1.8 The definition of "Specified Percentage" set forth in Article
I of the Credit Agreement is hereby amended to read as follows:
"`Specified Percentage' means, as to any Lender, the percentage
indicated beside its name on the signature pages to the First
Amendment, or if applicable, specified in its most recent Assignment
Agreement."
1.9 The definition of "Subsequent Pricing Period" set forth in
Article I of the Credit Agreement is hereby amended to read as follows:
"`Subsequent Pricing Period' means the period from and including the
date which is the first day following the end of the First
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Amendment Initial Pricing Period to and including the Maturity Date."
1.10 Section 7.1 of the Credit Agreement is hereby amended by
adding a new clause (o) thereto reading as follows:
"(o) Subordinated Debt, not to exceed $150,000,000 in the aggregate
principal amount outstanding at any time."
1.11 Section 7.13 of the Credit Agreement is hereby deleted in its
entirety and the following is hereby substituted in lieu thereof:
"Section 7.13 Minimum Tangible Net Worth. The Borrower shall not
permit the Tangible Net Worth to be less than an amount equal to the
sum of (a) $135,000,000, plus (b) 75% of cumulative Net Income for the
period from, but not including, March 31, 1998 through the date of
calculation (but excluding from the calculation of such cumulative Net
Income the effect, if any, of any fiscal quarter (or portion of a
fiscal quarter not then ended) of the Borrower for which Net Income
was a negative number, plus (c) 75% of the Net Cash Proceeds received
by the Borrower as a result of any offering of Equity or pursuant to
any conversion or exchange of convertible Indebtedness or preferred
Capital Stock into common Capital Stock of the Borrower, plus (d) an
amount equal to the net worth of any Person that becomes a Subsidiary
of the Borrower or is merged into or consolidated with the Borrower or
any Subsidiary of the Borrower or substantially all of the assets of
which are acquired by the Borrower or any Subsidiary of the Borrower
to the extent the purchase price paid therefor is paid in equity
securities of the Borrower or any Subsidiary of the Borrower."
1.12 Notwithstanding anything to the contrary contained in the
Credit Agreement or any of the other Loan Documents, subject to the
fulfillment of the following conditions precedent to the satisfaction of
the Administrative Lender, the Borrower may enter into any transaction, or
series of transactions, pursuant to which the Borrower may sell the
Borrower's Corporate Headquarters and contemporaneously therewith leaseback
the Borrower's Corporate Headquarters from the purchaser thereof:
(a) no Default or Event of Default shall exist immediately prior
to, or after giving effect to, any of such transaction(s);
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(b) contemporaneously with the consummation of such
transaction(s), in addition to any and all other payments
and/or prepayments that may be required by the Credit
Agreement and/or the other Loan Documents, all of the
Replacement Facility B Notes, together with any and all
accrued and unpaid interest thereon, any and all costs and
expenses of the Administrative Lender and/or the Lenders
relating thereto and any and all other Obligations relating
thereto shall have been paid in full; and
(c) the documentation and other aspects of such transaction(s)
shall be reasonably acceptable to the Administrative Lender.
1.13 The Replacement Notes constitute renewals, extensions,
amendments, increases (with respect to the Replacement Facility A Notes
only) and restatement of the outstanding principal balances under the
Facility A Notes and the Facility B Notes held by the Lenders, and are not
a novation of the Obligations evidenced thereby. On the effective date of
this First Amendment, the Facility A Notes and the Facility B Notes and all
of the outstanding indebtedness of the Borrower thereunder shall be
acquired by the Administrative Lender for the ratable benefit of the
Lenders in their respective Specified Percentages (as set forth in this
First Amendment). On the effective date of this First Amendment, the
outstanding indebtedness of the Borrower under the Facility A Notes shall
be renewed, extended, modified, increased and restated by the Replacement
Facility A Notes, payable to the Lenders in their respective Specified
Percentages (as set forth in this First Amendment). On the effective date
of this First Amendment, the outstanding indebtedness of the Borrower under
the Facility B Notes shall be renewed, extended, modified and restated by
the Replacement Facility B Notes, payable to the Lenders in their
respective Specified Percentages (as set forth in this First Amendment).
The Borrower hereby consents to the acquisition by the Administrative
Lender of the indebtedness, rights and interests described above. Except
insofar as any of same may have heretofore been, or may contemporaneously
herewith or hereafter be, released pursuant to written release
documentation executed and delivered by the Administrative Lender, all
Liens covering the Collateral, or any part thereof, under the collateral
documents executed in connection with the Credit Agreement shall remain
valid, binding and enforceable Liens against the Persons which granted such
Liens, as security for the Replacement Notes and all of the other
Obligations.
2. CONSENTS/WAIVERS IN CONNECTION WITH DATAFLEX ACQUISITION.
2.1 Subject to the terms and limitations set forth herein, the
Administrative Lender and each of the Lenders hereby waive the Event of
Default that would otherwise exist under clause (v) of Section 7.6 of the
Credit Agreement by virtue of the fact that the aggregate consideration
(exclusive of Equity in the Borrower or any Subsidiary of the Borrower, but
inclusive of any Indebtedness incurred or assumed by the Borrower or any
Subsidiary of the Borrower) paid or given by the Borrower and/or Borrower's
Subsidiaries
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during calendar year 1998 in connection with Acquisitions would, by virtue
of the consummation of the transactions contemplated by the Dataflex
Acquisition Documents, exceed $20,000,000; PROVIDED, HOWEVER, that the
foregoing waiver shall be effective only to the extent that the aggregate
amount of consideration (exclusive of Equity in the Borrower or any
Subsidiary of the Borrower, but inclusive of any Indebtedness incurred or
assumed by the Borrower or any Subsidiary of the Borrower) paid or given by
the Borrower and/or Borrower's Subsidiaries in connection with transactions
contemplated by the Dataflex Acquisition Documents does not exceed
$42,500,000 and only for so long as none of the material terms or
provisions of any of the Dataflex Acquisition Documents are amended,
modified or waived by, or with the consent of, the Borrower or any
Subsidiary of the Borrower.
2.2 The Administrative Lender, each of the Lenders, the Borrower
and each of the Guarantors hereby further agree that, notwithstanding
anything to the contrary contained in any of the Loan Documents, the
provisions of Sections 5.12 and 7.6 of the Credit Agreement requiring that
certain property and assets of Dataflex be pledged to the Administrative
Lender, as additional security for the Obligations, are hereby waived and,
in lieu thereof, the Borrower and Dataflex shall grant to the
Administrative Lender, for the benefit of the Lenders, the liens and
security interests, and shall take the other actions, required by
paragraphs 3 and 4 hereof.
3. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE BORROWER
AND THE GUARANTORS. By its execution and delivery hereof, each of the Borrower
and each Guarantor hereby represents and warrants to the Administrative Lender
and to each Lender, and hereby covenants and agrees with the Administrative
Lender and each Lender, that, as of the date hereof and after giving effect to
the amendments contemplated by Section 1 hereof:
(a) The representations and warranties contained in the Credit
Agreement are true and correct on and as of the date hereof as made on and
as of such date, except to the extent that any representation or warranty,
by its own terms, relates only to a different specific date;
(b) No event has occurred and is continuing which constitutes a
Default or an Event of Default;
(c) Each of Borrower and each Guarantor has full power and
authority to execute and deliver this First Amendment, and this First
Amendment, the Credit Agreement, as amended hereby, and each of the other
Loan Documents constitute the legal, valid and binding obligations of
Borrower and each Guarantor, as applicable, enforceable in accordance with
their respective terms, except as enforceability may be limited by
applicable debtor relief laws and by general principles of equity
(regardless of
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whether enforcement is sought in a proceeding in equity or at law) and
except as rights to indemnity may be limited by federal or state securities
laws;
(d) No authorization, approval consent, or other action by, notice
to, or filing with, any governmental authority or other Person (including
the respective Board of Directors of Borrower or either Guarantor) is
required for the execution, delivery or performance by Borrower and each
Guarantor of this First Amendment;
(e) Neither CIC nor Dataflex has any Subsidiaries;
(f) On or before December 31, 1998, all distribution centers of
Dataflex, shall have been closed and any and all inventory and other
property of Dataflex located at such facilities shall have been moved to
distribution centers, or other facilities, of the Borrower;
(g) From and after the effective date of the merger of Dataflex
and the Acquisition Subsidiary, the aggregate fair market value of
Dataflex's inventory shall not, at any time, exceed $6,000,000; provided,
further, that from and after December 31, 1998 Dataflex shall not own any
inventory whatsoever;
(h) From and after December 31, 1998, Dataflex shall not generate
or create any material new accounts receivables or other receivables;
(i) Promptly following the consummation of the transactions
contemplated by the Dataflex Acquisition Documents, the Borrower shall
execute and deliver to the Administrative Lender such pledge agreements,
security agreements, financing statements, stock certificates and stock
powers (all in form and substance acceptable to the Administrative Lender),
and shall take such other actions and do such other things, as the
Administrative Lender shall reasonably require in order to create a first
priority Lien in favor of the Administrative Lender, for the benefit of the
Lenders, covering all of the issued and outstanding capital stock and other
indicia of ownership, whether then existing or thereafter arising, of
Dataflex, as additional security for the Obligations; and
(j) Upon request of the Administrative Lender and the Determining
Lenders, the Borrower shall hereafter promptly deliver to the
Administrative Lender any and all security agreements, financing
statements, subordination agreements and other documents, agreements and
instruments, in each case duly executed by Dataflex and any other necessary
or appropriate Person(s), as the Administrative Lender shall, from time to
time, reasonably require in order to create a first priority Lien in
favor of the Administrative Lender covering all of the accounts receivable
and other receivables of Dataflex, as security for the Obligations.
4. CONDITIONS OF EFFECTIVENESS. This First Amendment shall be effective
as of the date first above written, subject to the following:
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(a) The Administrative Lender shall have received counterparts of
this First Amendment executed by each Lender;
(b) The Administrative Lender shall have received counterparts of
this First Amendment executed by the Borrower and by each Guarantor;
(c) The Administrative Lender shall have received a Subsidiary
Guaranty executed by Dataflex;
(d) The Borrower shall have pledged to the Administrative Lender,
for the benefit of the Lenders, as additional security for the Obligations,
all of the issued and outstanding capital stock and other indicia of
ownership, whether now existing or hereafter arising, of the Acquisition
Subsidiary, pursuant to documentation acceptable to the Administrative
Lender;
(e) The Administrative Lender shall have received the Replacement
Notes, executed by the Borrower;
(f) The Administrative Lender shall have received indorsement(s),
in form and substance acceptable to the Administrative Lender, to the
existing mortgagee title policy in favor of the Administrative Lender and
the Lenders, covering the Borrower's Corporate Headquarters, confirming
that the Lien in favor of the Administrative Lender and the Lenders, and
such existing mortgagee title policy, with respect to the Borrower's
Corporate Headquarters cover the Replacement Facility B Notes and that
neither such Lien nor such mortgagee title policy are adversely affected by
the execution and delivery of such Replacement Facility B Notes;
(g) Prior to the consummation of the transactions contemplated by
the Dataflex Acquisition Documents, the Administrative Lender shall have
received such corporate resolutions, opinions, certificates and other
information, documents and papers as the Administrative Lender shall have
reasonably requested, in each case, executed by all necessary or
appropriate parties and in form and substance acceptable to the
Administrative Lender; and
(h) The transactions contemplated by the Dataflex Acquisition
Documents shall have been consummated in accordance with the terms and
provisions of the Dataflex Acquisition Documents, to the reasonable
satisfaction of the Administrative Lender.
5. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this First 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 hereby.
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(b) The Credit Agreement, as amended by the amendments referred to
above, and each of the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed by each of the Borrower and
each Guarantor. Without limiting the generality of the foregoing, each
Guarantor hereby acknowledges and agrees that neither this First Amendment
nor the transactions contemplated hereby shall release, terminate, diminish
or otherwise adversely affect any Guaranty or Collateral Document executed
by such Guarantor in connection with the Credit Agreement or any of such
Guarantor's obligations thereunder.
6. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Administrative Lender in connection with
the preparation, reproduction, execution and delivery of this First Amendment
and the other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Lender with respect thereto and with respect to advising the Administrative
Lender as to its rights and responsibilities under the Credit Agreement, as
hereby amended).
7. EXECUTION IN COUNTERPARTS. This First Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which when taken together shall constitute but one and the same
instrument.
8. GOVERNING LAW: BINDING EFFECT. This First Amendment shall be governed
by and construed in accordance with the laws of the State of Texas and shall be
binding upon the Borrower, each Guarantor, the Administrative Lender and each
Lender and their respective successors and assigns.
9. HEADINGS. Section headings in this First Amendment are included herein
for convenience of reference only and shall not constitute a part of this First
Amendment for any other purpose.
10. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FIRST
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date first above written.
BORROWER: COMPUCOM SYSTEMS, INC.
By: /s/ XXXXXX XXXXXX
-------------------------------------
Name: Xxxxxx Xxxxxx
------------------------------
Title: Treasurer
------------------------------
GUARANTORS: COMPUCOM PROPERTIES, INC.
By: /s/ X. XXXXXX XXXXX
-------------------------------------
Name: X. Xxxxxx Xxxxx
------------------------------
Title: President
------------------------------
COMPUTER INTEGRATION CORP.
By: /s/ XXXXXX XXXXXX
-------------------------------------
Name: Xxxxxx Xxxxxx
------------------------------
Title: V.P.
------------------------------
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ADMINISTRATIVE LENDER: NATIONSBANK, N.A., successor by merger to
NationsBank of Texas, N.A., as
Administrative Lender
By: /s/ XXXXXXX X. X'XXXXXX
-------------------------------------
Name: Xxxxxxx X. X'Xxxxxx
------------------------------
Title: Vice President
------------------------------
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LENDERS: NATIONSBANK, N.A., successor by merger to
NationsBank of Texas, N.A., as a Lender,
Swing Line Bank and Issuing Bank
Specified Percentage: 14.210526316%
By: /s/ XXXXXXX X. X'XXXXXX
-------------------------------------
Name: Xxxxxxx X. X'Xxxxxx
------------------------------
Title: Vice President
------------------------------
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SANWA BUSINESS CREDIT CORPORATION
Specified Percentage: 8.947368421%
By: /s/ XXXXXXX XXXXXXXX
-------------------------------------
Name: Xxxxxxx Xxxxxxxx
------------------------------
Title: Vice President
------------------------------
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FIRST UNION NATIONAL BANK, successor by
merger to Corestates Bank, N.A.
Specified Percentage: 10.526315789%
By: /s/ XXXXXX X. XXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxx
------------------------------
Title: Vice President
------------------------------
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NATIONAL CITY BANK OF KENTUCKY
Specified Percentage: 10.526315789%
By: /s/ XXXX X. XXXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxxx
------------------------------
Title: Assistant Vice President
------------------------------
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PNC BANK, NATIONAL ASSOCIATION, successor-
by-merger to Midlantic Bank, N.A.
Specified Percentage: 10.526315789%
By: /s/ XXXXXX X. XXXXXXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
------------------------------
Title: Vice President
------------------------------
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CREDIT LYONNAIS NEW YORK BRANCH
Specified Percentage: 7.894736842%
By: /s/ XXXXXX XXXXXXXXX
-------------------------------------
Name: Xxxxxx Xxxxxxxxx
------------------------------
Title: Senior Vice President
------------------------------
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UNION BANK OF CALIFORNIA, N.A.
Specified Percentage: 8.947368421%
By: /s/ XXX XXXXXX
-------------------------------------
Name: Xxx Xxxxxx
------------------------------
Title: Vice President
------------------------------
By:
-------------------------------------
Name:
------------------------------
Title:
------------------------------
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NATIONAL BANK OF CANADA
Specified Percentage: 8.947368421%
By: /s/ XXXX XXXXXXX
-------------------------------------
Name: Xxxx Xxxxxxx
------------------------------
Title: Vice President
------------------------------
By: /s/ XXXXX X. XXXXX
-------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------
Title: Vice President and Manager
------------------------------
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COMERICA BANK
Specified Percentage: 8.947368421%
By: /s/ XXXXXXXX X. XXXXXXXXX III
-------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx III
------------------------------
Title: Vice President
------------------------------
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FLEET NATIONAL BANK
Specified Percentage: 10.526315789%
By: /s/ XXXXX XXXXXX
-------------------------------------
Name: Xxxxx Xxxxxx
------------------------------
Title: Vice President
------------------------------
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