EXHIBIT 10.3(d)
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment")
dated and effective as of February 28, 2003, is made by and among FREEMARKETS,
INC., a Delaware corporation (the "Borrower"), the Banks (as hereinafter
defined), SILICON VALLEY BANK, individually and in its capacity as Syndication
Agent (the "Syndication Agent"), and PNC BANK, NATIONAL ASSOCIATION, in its
capacity as administrative agent for the Banks (hereinafter referred to in such
capacity as the "Agent").
W I T N E S S E T H:
WHEREAS, reference is made to that certain Credit Agreement,
dated as of November 3, 2000, by and among Borrower, the Banks from time to time
party thereto, the Syndication Agent, and the Agent, as amended by a First
Amendment thereto dated as of December 8, 2000, a Second Amendment thereto dated
as of February 7, 2001, a Third Amendment thereto dated as of October 31, 2001,
a Fourth Amendment thereto dated as of October 10, 2002, and a Fifth Amendment
thereto dated as of December 26, 2002 (as so amended, the "Credit Agreement");
and
WHEREAS, the parties hereto desire to amend certain terms of
the Credit Agreement as hereinafter provided, including, without limitation,
reducing the Revolving Credit Commitments to $15,000,000.
NOW, THEREFORE, the parties hereto, in consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, covenant and agree as follows:
1. Definitions.
Capitalized terms used herein unless otherwise defined herein
shall have the meanings ascribed to them in the Credit Agreement as amended by
this Amendment.
2. Amendment of Credit Agreement.
(a) The definition of Expiration Date as set forth in
Section 1.1 [Certain Definitions.] of the Credit
Agreement is hereby amended and restated in its
entirety to read as follows:
"Expiration Date shall mean, with respect to the
Revolving Credit Commitments, February 27, 2004, as
such date may be hereafter extended in accordance
with Section 2.10 hereof."
(b) The definition of "Permitted Liens" is hereby amended
to delete the dollar amount of "$20,000,000" in
clause (ix) thereof and to insert in lieu thereof the
dollar amount "$10,000,000", to delete the "." at the
end of clause (xiv)(3) and to insert in lieu thereof
"; or", to renumber clause (xiv) as clause (xv), and
to insert in such definition the following new clause
(xiv) as follows:
"(xiv) Liens on the property identified on Schedule
8.2.2 under the heading "Identified Assets to Secure
Commonwealth of Pennsylvania Financing", provided
that such Liens are the sole Liens (and no additional
assets become subject to such Lien) securing up to
$500,000 of Indebtedness of Borrower payable to the
Machinery and Equipment Loan Fund of the Commonwealth
of Pennsylvania pursuant to that certain commitment
letter, dated December 27, 2001, as amended on
December 11, 2002, and provided further that the
terms and provisions of the documentation with
respect to such $500,000 of Indebtedness of the
Borrower and the security therefore are all in form
and substance reasonably satisfactory to the Agent."
(c) Section 1.1 [Certain Definitions.] of the Credit
Agreement is hereby amended by inserting between the
definitions of "Required Banks" and "Revolving Credit
Commitment" the following new definition of "Restated
Adjustment Amount"
"Restated Adjustment Amount shall mean for any period
commencing on October 1, 2002 through the date of
determination, the sum of (i) 75% of positive net
income from operations for such period, and (ii) 75%
of the cash proceeds of any issuance of equity
securities by the Borrower during such period, with
such proceeds net of reasonable and customary
expenses in connection therewith.".
(d) In clause (iii) of Section 8.2.1 [Indebtedness] the
dollar amount "$20,000,000" is hereby deleted and the
dollar amount "$10,000,000" is hereby inserted in
lieu thereof.
(e) In clause (iv) of Section 8.2.1 [Indebtedness] the
dollar amount "$12,000,000" is hereby deleted and the
dollar amount "$2,000,000" is hereby inserted in lieu
thereof.
(f) Clause (vii) of Section 8.2.4 [Loans and Investments]
is hereby amended and restated in its entirety to
read as follows:
"(vii) investments set forth on Schedule 8.2.4; and".
2
(g) Subsection (ii) of Clause (2) of Section 8.2.5
[Dividends and Related Distributions.] of the Credit
Agreement is hereby amended and restated in its
entirety to read as follows:
"(ii) repurchases of stock for an aggregate maximum
amount of $25,000,000 for the period from the Third
Amendment Effective Date through the date of the
proposed repurchase (after giving cumulative effect
to all purchases prior to and including the date of
such repurchase) so long as all of the conditions
under either the following clause (A) or clause (B)
are satisfied as of the date of each repurchase after
giving effect thereto:
(A) (y) for the two fiscal quarters of the
Borrower immediately preceding the date of the
proposed repurchase EBITDA is greater than zero
(therefore being a positive amount), and
(z) the Borrower has Unrestricted Cash
on hand or in bank accounts of at least $60,000,000
if the date of such repurchase is on or before
December 31, 2001 and $50,000,000 if the date of such
repurchase is on or after January 1, 2002;
or
(B) the Borrower has Unrestricted Cash on
hand or in bank accounts of at least $75,000,000.".
(h) Clause (4)(vii) of Section 8.2.6 [Liquidations,
Mergers, Consolidations, Acquisitions.] of the Credit
Agreement is hereby amended and restated in its
entirety to read as follows:
"(vii) if all or a portion of the consideration for
the Permitted Acquisition is cash, then the Loan
Parties shall have on hand or in bank accounts the
following minimum amount of Unrestricted Cash as of
the date of the Permitted Acquisition after giving
effect thereto: (a) for Permitted Acquisitions
occurring on or before December 31, 2001,
$60,000,000, and (b) for Permitted Acquisitions
occurring on or after January 1, 2002, $50,000,000,
and".
(i) Section 8.2.17 [Minimum Tangible Net Worth.] of the
Credit Agreement is hereby amended and restated in
its entirety to read as follows:
3
"8.2.17 Minimum Tangible Net Worth.
The Borrower shall not at any time permit
Consolidated Tangible Net Worth to be less than the
following amounts during the following periods:
Period Amount
------ ------
Closing Date through and including 12/31/2000 $100,000,000 plus the
Adjustment Amount
calculated for the period
of Closing Date through
and including 12/31/2000
1/1/2001 through and including 3/31/2001 $90,000,000 plus the
Adjustment Amount
calculated for the period
of the Closing Date
through and including
3/31/2001
4/1/2001 through and including 6/30/2001 $80,000,000 plus the
Adjustment Amount
calculated for the period
of the Closing Date
through and including
6/30/2001
7/1/2001 through and including 9/30/2001 $70,000,000 plus the
Adjustment Amount
calculated for the period
of the Closing Date
through and including
9/30/2001
10/01/2001 through and including 9/30/2002 $90,000,000 plus the
Adjustment Amount
calculated for the period
of the Closing Date
through and including
9/30/2002
4
Period Amount
------ ------
10/01/2002 and at all times thereafter $115,000,000 plus the
Restated Adjustment Amount
calculated for the period
from October 1, 2002
through and including each
date of determination
thereafter"
(j) Section 8.2.19 [Minimum EBITDA.] of the Credit
Agreement is hereby amended and restated in its
entirety to read as follows:
"8.2.19 Minimum EBITDA.
The Borrower shall not permit EBITDA: (a) to be less
than the amount specified below for the specified
period if the specified amount is either zero or a
positive number (i.e., by way of example and without
limitation at 12/31/2003, EBITDA (being income and
therefore a positive number) shall not be less than
$2,500,000), and (b) to be greater than the amount
specified below for the specified period if the
specified amount is a negative number (i.e., by way
of example and without limitation at 3/31/2003,
EBITDA (being a loss and therefore a negative number)
shall not be a loss greater than ($7,500,000)):
Period Amount
------ ------
Fiscal quarter $ 0
ended 9/30/2002
Fiscal quarter $ 2,500,000
ended 12/31/2002
Fiscal quarter ($ 7,500,000)
ended 3/31/2003
Fiscal quarter ($ 5,000,000)
ended 6/30/2003
Fiscal quarter $ 0
ended 9/30/2003
5
Period Amount
------ ------
Fiscal quarter $ 2,500,000
ended 12/31/2003
Fiscal quarter
ended 3/31/2004 and each fiscal quarter ended thereafter $ 2,500,000"
(k) Part 1-Commitments of Banks and Addresses for Notices
to Banks of Schedule 1.1(B) [Commitments of Banks and
Addresses For Notices] is hereby amended and restated
in its entirety to read as set forth on the schedule
attached hereto named as follows:
"SCHEDULE 1.1(B)
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
Part 1- Commitments of Banks and Addresses for Notices to
Banks"
(l) Schedule 8.2.2 [Permitted Liens] is hereby amended by
adding thereto "Identified Assets to Secure
Commonwealth of Pennsylvania Financing" which is
attached hereto as a schedule named as follows:
"Amendment to Schedule 8.2.2 [Permitted
Liens] Identified Assets to Secure Commonwealth of
Pennsylvania Financing".
(m) Schedule 8.2.4 [Investments] is hereby amended and
restated in its entirety to read as set forth on the
schedule attached hereto bearing such name.
(n) Exhibit 1.1(B) [Borrowing Base Certificate] is hereby
amended and restated in its entirety to read as the
Exhibit attached hereto bearing the same numerical
reference and name.
(o) Exhibit 8.2.6 [Acquisition Compliance Certificate]
and Exhibit 8.3.4 [Quarterly Compliance Certificate]
are hereby amended and restated in their entirety to
read as the Exhibit attached hereto bearing the same
numerical reference and name.
3. Conditions of Effectiveness of this Amendment. The effectiveness of
this Amendment is expressly conditioned upon satisfaction of each of the
following conditions precedent:
(a) Fees and Expenses. The Borrower shall pay or cause to
be paid to the Agent for itself and for the account of the Banks the reasonable
costs and expenses of the Agent
6
and the Banks including, without limitation, reasonable fees of the Agent's
counsel and each Bank's counsel in connection with this Amendment. The Borrower
shall pay or cause to be paid to the Agent all costs and expenses with respect
to the audit of the accounts receivable and the accounts payable of the Loan
Parties. The Borrower shall pay to the Agent for the benefit of each Bank a fee
equal to .25% of the Revolving Credit Commitment of each Bank as of the date
hereof.
(b) No Default. Confirmation of Representations and
Warranties, etc. As of the date hereof after giving effect hereto, no Event of
Default or Potential Default shall have occurred. The Borrower by executing this
Amendment hereby certifies and confirms that as of the date hereof and after
giving effect to this Amendment: (a) the execution, delivery and performance of
this Amendment and any and all other documents executed and/or delivered in
connection herewith have been authorized by all requisite corporate action on
the part of the Borrower and will not violate the Borrower's articles of
incorporation or bylaws, (b) no Event of Default or Potential Event of Default
has occurred or would result from the execution, delivery and performance of
this Amendment, (c) the representations and warranties of the Loan Parties
contained in the Credit Agreement and the other Loan Documents are true and
correct on and as of the date hereof with the same force and effect as though
made by the Loan Parties on such date (except representations and warranties
which relate solely to an earlier date or time), and (d) the Credit Agreement
(as amended by a First Amendment thereto dated as of December 8, 2000, a Second
Amendment thereto dated as of February 7, 2001, a Third Amendment thereto dated
as of October 31, 2001, a Fourth Amendment thereto dated as of October 10, 2002,
a Fifth Amendment thereto dated as of December 26, 2002 and this Amendment) and
all other Loan Documents are and remain legal, valid, binding and enforceable
obligations in accordance with the terms thereof.
(c) Confirmation of Guaranty. Each of the Guarantors
shall have executed the Confirmation of Guaranty in the form attached hereto as
Exhibit A.
(d) Organization, Authorization and Incumbency. There
shall be delivered to the Agent for the benefit of each Bank a certificate,
dated as of the date hereof and signed by the Secretary or an Assistant
Secretary of each Loan Party, certifying as appropriate as to:
(i) all action taken by such Loan Party in
connection with this Amendment and the other
Loan Documents;
(ii) the names of the officer or officers
authorized to sign this Amendment and the
other documents executed and delivered in
connection herewith and described in this
Section 3 and the true signatures of such
officer or officers and specifying the
officers authorized to act on behalf of each
Loan Party for purposes of the Loan
Documents and the true signatures of such
officers, on which the Agent and each Bank
may conclusively rely; and
7
(iii) copies of its organizational documents,
including its certificate of incorporation
and bylaws if it is a corporation, its
certificate of partnership and partnership
agreement if it is a partnership, and its
certificate of organization and limited
liability company operating agreement if it
is a limited liability company, in each case
as in effect on the date hereof, certified
by the appropriate state official where such
documents are filed in a state office
together with certificates from the
appropriate state officials as to the
continued existence and good standing of
each of the Loan Parties in each state where
organized or qualified to do business;
provided that each of the Loan Parties other
than Borrower may, in lieu of delivering
copies of the foregoing organizational
documents and good standing certificates,
certify that the organizational documents
and good standing certificates previously
delivered by the Loan Parties to the Agent
remain in full force and effect and have not
been modified, amended or rescinded.
(e) Consents and Approvals. To the extent any consent,
approval, order, or authorization or registration, declaration, or filing with
any governmental authority or other person or legal entity is required in
connection with the valid execution and delivery of this Amendment or the
carrying out or performance of any of the transactions required or contemplated
by this Amendment, all such consents, approvals, orders or authorizations shall
have been obtained or all such registrations, declarations, or filings shall
have been accomplished prior to the consummation of this Amendment.
(f) Opinions of Counsel. There shall be delivered to the
Agent for the benefit of each Bank a written opinion dated the date hereof of
legal counsel to the Loan Parties, with such opinion to be in form and substance
satisfactory to the Agent.
(g) Legal Details; Counterparts. All legal details and
proceedings in connection with the transactions contemplated by this Amendment
shall be in form and substance satisfactory to the Agent, the Agent shall have
received from the Borrower and the Banks an executed original of this Amendment
and the Agent shall have received all such other counterpart originals or
certified or other copies of such documents and proceedings in connection with
such transactions, in form and substance satisfactory to the Agent.
(h) Payment of Revolving Credit Loans. The Borrower shall
have repaid an amount of the Revolving Credit Loans so that after giving effect
to the reduction of the Revolving Credit Commitments in accordance with this
Amendment, the sum of the aggregate outstanding Revolving Credit Loans and the
Letters of Credit Outstanding shall not exceed the lesser of (i) the Revolving
Credit Commitments and (ii) the Borrowing Base.
8
This Amendment shall become effective when it has been executed by the Loan
Parties, the Agent and the Banks and each of the other conditions set forth in
this Section 3 has been satisfied.
4. Force and Effect. The Credit Agreement and other Loan Documents
referred to herein and certain of the exhibits and schedules thereto are hereby
amended in accordance with the terms hereof and any reference to the Credit
Agreement or other Loan Documents in any document, instrument, or agreement
shall hereafter mean and include the Credit Agreement or such Loan Document,
including such schedules and exhibits, as amended hereby. No novation is
intended or shall occur by or as a result of this Amendment. Borrower
reconfirms, restates, and ratifies the Credit Agreement, each of the other Loan
Documents and all other documents executed in connection therewith except to the
extent any such documents are expressly modified by this Amendment. This
Amendment is not intended to constitute, nor does it constitute, an
interruption, suspension of continuity, satisfaction, discharge of prior duties,
novation, or termination of the liens, security interests, indebtedness, loans,
liabilities, expenses, or obligations under the Credit Agreement or the other
Loan Documents. The Borrower and the Agent and each of the Banks acknowledges
and agrees that the Collateral has continued to secure the indebtedness, loans,
liabilities, expenses, and obligations under the Credit Agreement since the date
of execution of each applicable Loan Document, and all liens and security
interests in the Collateral which were granted pursuant to any of the Loan
Documents shall remain in full force and effect from and after the date hereof.
5. Governing Law. This Amendment shall be deemed to be a contract under
the laws of the Commonwealth of Pennsylvania and for all purposes shall be
governed by and construed and enforced in accordance with the internal laws of
the Commonwealth of Pennsylvania without regard to its conflict of laws
principles.
6. Counterparts. This Amendment may be signed in any number of
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[SIGNATURES BEGIN ON NEXT PAGE]
9
[SIGNATURE PAGE 1 OF 3 TO SIXTH AMENDMENT TO CREDIT AGREEMENT]
IN WITNESS WHEREOF and intending to be legally bound hereby, the
parties hereto have executed this Amendment as of the date first above written.
ATTEST: FREEMARKETS, INC.
______________________________________ By:_____________________________[Seal]
Name:_________________________________ Name:___________________________
Title:________________________________ Title:__________________________
[SIGNATURE PAGE 2 OF 3 TO SIXTH AMENDMENT TO CREDIT AGREEMENT]
PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
By:_________________________________
Name:_______________________________
Title:______________________________
[SIGNATURE PAGE 3 OF 3 TO SIXTH AMENDMENT TO CREDIT AGREEMENT]
SILICON VALLEY BANK, individually and
as Syndication Agent
By:___________________________________
Name:_________________________________
Title:________________________________
EXHIBIT A
CONFIRMATION OF GUARANTY
______________, 2003
To: FreeMarkets Investment Company, Inc. ("Guarantor")
Reference is made to that certain Credit Agreement, dated as of
November 3, 2000, as amended by a First Amendment thereto dated as of December
8, 2000, a Second Amendment thereto dated as of February 7, 2001, a Third
Amendment thereto dated as of October 31, 2001, a Fourth Amendment dated as of
October 10, 2002, a Fifth Amendment thereto dated as of December 26, 2002 and
the Sixth Amendment (as defined below) (the "Credit Agreement"), by and among
FreeMarkets, Inc., a Delaware corporation (the "Borrower"), the Banks from time
to time party thereto (the "Banks"), Silicon Valley Bank, individually and in
its capacity as Syndication Agent and PNC Bank, National Association, as
administrative agent for the Banks ("Agent"). All terms used herein unless
otherwise defined herein shall have the meanings as set forth in the Credit
Agreement.
The Borrower has requested that the Banks and the Agent enter into that
certain Sixth Amendment to the Credit Agreement, dated as of the date hereof
(the "Sixth Amendment"), a copy of which has been delivered to each Loan Party.
This letter agreement will confirm that the Guarantor has read and
understands the Sixth Amendment. In order to induce the Banks and the Agent to
enter into that Sixth Amendment, the Guarantor hereby consents to the Sixth
Amendment and all prior amendments described above and ratifies and confirms its
respective obligations under each of the Loan Documents (including all exhibits
and schedules thereto) to which it is a party by signing below as indicated,
including without limitation each Guaranty Agreement and each Security Agreement
to which it is a party. The Guarantor hereby acknowledges and agrees that
nothing contained in any of the Loan Documents is intended to create, nor shall
it constitute an interruption, suspension of continuity, satisfaction, discharge
of prior duties, novation or termination of the liens, security interests,
indebtedness, loans, liabilities, expenses or obligations of the Loan Parties
under the Credit Agreement or any other Loan Document.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION, as Agent
By:_____________________________________
[SIGNATURE PAGE TO CONFIRMATION OF GUARANTY
DATED _______________, 2003]
Intending to be legally bound
hereby, the undersigned has
accepted and agreed to the
foregoing as of the date and
year first above written.
GUARANTOR:
FREEMARKETS INVESTMENT COMPANY, INC.
By:_________________________________
Name:_______________________________
Title:______________________________
SCHEDULE 1.1(B)
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
PART 1 - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES TO BANKS
AMOUNT OF
COMMITMENT FOR AMOUNT OF
REVOLVING CREDIT COMMITMENT FOR TOTAL
BANK LOANS TERM LOANS COMMITMENTS RATABLE SHARE
---- ---------------- -------------- ----------- -------------
Name: PNC Bank, National Association
Address: c/o VentureBank@PNC
One PNC Plaza
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000 $ 7,500,000 $ 2,000,000 $ 9,500,000 50%
Attention: Xxxxxx Xxxxxxx
Telephone (000) 000-0000
Telecopy: (000) 000-0000
Name: Silicon Valley Bank
Address: 5 Radnor Corporate Center,
Xxxxx 000
000 Xxxxxxxxxx Xxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000 $ 7,500,000 $ 2,000,000 $ 9,500,000 50%
Telecopy: (000) 000-0000
TOTAL $ 15,000,000 $ 4,000,000 $19,000,000 100%
================ ============== =========== ===
AMENDMENT TO SCHEDULE 8.2.2 [PERMITTED LIENS]
IDENTIFIED ASSETS TO SECURE COMMONWEALTH OF PENNSYLVANIA FINANCING
The following identifies the "Identified Assets to Secure Commonwealth of
Pennsylvania Financing":
1. That certain Software License Agreement between Debtor and Siebel
Systems, Inc. ("Siebel") dated March 15, 2001 (the "Siebel License
Agreement") for the Siebel Call Center 2000 (the "Call Center") and
the software licensed by Siebel under the Siebel License Agreement,
which Siebel License Agreement includes the Siebel software modules
listed below:
MODULE
Call Center
Encyclopedia
Office
Sync
Reports
Anywhere
Workflow
Assignment Manager
Data Quality
Revenue Forecasting
Target Account Selling
System Software
Remote Client
2. The following equipment:
QUANTITY & ITEM SERIAL NUMBER
--------------- -------------
One (1) Compaq Proliant ML570 PIII 700 Xeon 512MB 2MB L2 Cache D038CXJ1JK247
Eight (8) Compaq 9.1 GB Wide Ultra 3 SCSI 10,000 RPM Drive 8K0CDDC783SC
8K0CDDC783T5
8K0CDDC783WV
8K0CDDC783XB
8K0CDDC783SZ
8K0CDDC783WK
8K0CDDC783X4
8K0CDDC783XV
Twenty (20) Compaq 18.2 GB Wide Ultra 3 SCSI 10,000 RPM Drive 8F0BDDC88338
8F0BDDC883GF
8F0BDDC884PG
PAGE 1 OF 3
QUANTITY & ITEM SERIAL NUMBER
--------------- -------------
Twenty (20) Compaq 18.2 GB Wide Ultra 3 SCSI 10,000 RPM Drive 8F0BDDC884RR
(continued) 8F0BDDC884T4
8F0BDDC884TH
8F0BDDC890RJ
8F0BDDC89108
8F0BDDC891C7
8F0BDDC891DE
8F0BDDC8838R
8F0BDDC88495
8F0BDDC884RB
8F0BDDC884S5
8F0BDDC884TF
8F0BDDC884TW
8F0BDDC890TR
8F0BDDC89199
8F0BDDC891DD
8F0BDDC891DX
3. The following equipment which is also identified on the invoices
issued by Insight to the Borrower on April 23, 2001 and April 27,
2001, respectively which are attached hereto and made a part hereof.
QUANTITY & ITEM MFG. PART NO.
--------------- -------------
One (1) Compaq Proliant ML530 Redundant Fan Kit 128284-B21
One (1) Compaq Hot Plug Redundant Power Supply ML530/570 128286-001
One (1) Compaq Smart Array 431 Controller Ultra 3 1CH 64 Bit 127695-B21
Two (2) Compaq Integrated Keyboard RD/Track Ball 185152-406
Eleven (11) 2GB SDRAM (4X512) MSD Memory for DL580 ML570 4X512 189082-B21
Six (6) Compaq 1GB SDRAM DIMM 133 MHZ ECC DIMM Memory Option Kit 128280-B21
Two (2) Compaq 2048-MB SDRAM DIMMS Memory Expansion Kit 328809-B21
Two (2) Compaq IU Keyboard Drawer 338056-B21
Two (2) Compaq 12 ft KVM Console Cable 110936-B21
PAGE 2 OF 3
QUANTITY & ITEM MFG. PART NO.
--------------- -------------
Two (2) Compaq Flat Panel TFT500R 15" Rack Mount Opal/White 120207-001
Fourteen (14) 64 Bit PCI to Fibre Channel (NT) Adapter 176479-B21
Twenty-Eight (28) 15 M Multimode Fibre Cable Compaq 234457-B23
Two (2) Compaq 1X8 Port Switch Box 400337-001
One (1) Compaq Proliant ML530 Tower to Rack Conversion Kit 128289-B21
One (1) PCI Dual 10/100 Compaq PC 317450-B21
PAGE 3 OF 3
[INVOICES WILL BE INCLUDED WHEN FINAL EXECUTED DOCUMENTS ARE DISTRIBUTED]
SCHEDULE 8.2.4
INVESTMENTS
Loan from FreeMarkets Investment Company, Inc., as payee, to FreeMarkets
s.a./n.v., as payor, in the original principal amount of 450,000,000 Belgian
Francs, pursuant to that certain note dated December 31, 2000.
