[EXECUTION COPY]
EXHIBIT 10.7
AMENDMENT NO. 2
This AMENDMENT NO. 2, dated as of October 7, 2003 (as amended,
supplemented, amended and restated or otherwise modified from time to time, this
"SECOND AMENDMENT"), is among XXX XXXXXXXX HOLDINGS, INC., a Delaware
corporation (the "PARENT"), XXX XXXXXXXX CORPORATION, a Delaware corporation
("VHC"), H&S GRAPHICS, INC., PRECISION OFFSET PRINTING COMPANY, INC., PREFACE,
INC. and certain other Subsidiaries of VHC which may from time to time become
parties to the Credit Agreement referred to below as Borrowers (together with
VHC, each a "BORROWER" and, collectively, the "BORROWERS"), and the Lenders
signatory hereto.
WHEREAS, the Borrowers, the banks and other lending institutions party
thereto from time to time (each a "LENDER" and, collectively, the "LENDERS"),
THE CIT GROUP/BUSINESS CREDIT, INC., as administrative agent for the Lenders (in
such capacity, the "ADMINISTRATIVE AGENT"), CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch, as syndication agent for the Lenders (in such
capacity, the "SYNDICATION AGENT"), and US BANK NATIONAL ASSOCIATION, as
documentation agent for the Lenders (in such capacity, the "DOCUMENTATION
AGENT"), have heretofore entered into a Credit Agreement dated as of March 26,
2002 (as amended by Amendment No. 1 thereto dated as of September 19, 2002, and
as otherwise heretofore amended, supplemented or otherwise modified, the "CREDIT
AGREEMENT"); and
WHEREAS, the Obligors and the Lenders desire to amend the Credit
Agreement to, among other things, (i) permit the acquisition (the "LEHIGH
ACQUISITION") by VHC of all the capital stock of The Lehigh Press, Inc., a
Pennsylvania corporation ("LEHIGH"), pursuant to an acquisition agreement (the
"LEHIGH ACQUISITION AGREEMENT"), dated as of September 5, 2003, between VHC and
the shareholders of Lehigh, and the payment of fees and expenses related to the
Lehigh Acquisition in an aggregate amount not to exceed $7,000,000, (ii) permit
the issuance by VHC of additional 10.25% senior unsecured notes due 2009 for
gross cash proceeds of up to $60,000,000 (the "ADDITIONAL SENIOR NOTES") (or, if
VHC is unable to issue Additional Senior Notes prior to the date the Lehigh
Acquisition is consummated, permit VHC to borrow up to $60,000,000 of senior
increasing rate loans (the "BRIDGE LOANS") from one or more lenders under a new
senior credit facility (the "BRIDGE FACILITY")) and (iii) modify certain other
provisions of the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined herein, capitalized terms defined in the
Credit Agreement shall have the same meanings when used in this Second
Amendment. The following additional terms, as used herein, shall have the
following respective meanings:
"ADDITIONAL SENIOR NOTES" is defined in the SECOND RECITAL.
"BRIDGE FACILITY" is defined in the SECOND RECITAL.
"BRIDGE LOANS" is defined in the SECOND RECITAL.
"LEHIGH" is defined in the SECOND RECITAL.
"LEHIGH ACQUISITION" is defined in the SECOND RECITAL.
"LEHIGH ACQUISITION AGREEMENT" is defined in the SECOND RECITAL.
"SECOND AMENDMENT" has the meaning set forth in the PREAMBLE hereof.
"SECOND AMENDMENT EFFECTIVE DATE" has the meaning set forth in ARTICLE
III.
ARTICLE II
AMENDMENTS TO CREDIT AGREEMENT
Subject to the conditions and on the terms set forth herein, and in
reliance on the representations and warranties of the Obligors contained herein,
the Credit Agreement is hereby amended, as of the Second Amendment Effective
Date, in accordance with this ARTICLE II.
SECTION 2.01 AMENDMENTS TO SECTION 1.1 OF THE CREDIT AGREEMENT (NEW
DEFINITIONS).
Section 1.1 of the Credit Agreement is hereby amended by inserting the
following definitions in the appropriate alphabetical order:
"ADDITIONAL SENIOR NOTE DOCUMENTS" means, collectively, the Additional
Senior Note Indenture, and any other indentures, note purchase agreements,
promissory notes, registration rights agreements, guarantees, and other
instruments and agreements evidencing the terms of the Additional Senior Notes,
as amended, supplemented, amended and restated or otherwise modified in
accordance with SECTION 7.2.12.
"ADDITIONAL SENIOR NOTE INDENTURE" means an indenture among VHC, the
guarantors set forth therein, and the trustee identified therein (as the same
may be amended or otherwise modified from time to time thereafter in accordance
with the terms hereof and thereof), pursuant to which Additional Senior Notes
are issued, in form and substance substantially similar to the Senior Note
Indenture, except for (i) the inclusion of provisions requiring the redemption
of the Additional Senior Notes if (x) the Lehigh Acquisition is not consummated
by December 31, 2003 or (y) the Lehigh Acquisition Agreement is terminated
before the consummation of the Lehigh Acquisition and (ii) any changes thereto
that are reasonably satisfactory to the Administrative Agent following
consultation with the Syndication Agent.
"ADDITIONAL SENIOR NOTE ISSUANCE" means the issuance by VHC of the
Additional Senior Notes.
"ADDITIONAL SENIOR NOTES" means the 10.25% senior notes due 2009 issued
by VHC for gross cash proceeds of up to $60,000,000 under the Additional Senior
Note Indenture, and shall
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also include any and all registered exchange notes (other than registered
exchange notes issued under the Senior Note Indenture) issued in exchange
therefor in accordance with the Additional Senior Note Documents.
"BRIDGE FACILITY" means the senior credit facility pursuant to which
Bridge Loans are made, pursuant to credit documentation and on terms and
conditions in each case satisfactory to the Administrative Agent and the
Required Lenders, as such facility may be amended or otherwise modified and
including any refinancing thereof pursuant to the terms of such credit
documentation.
"BRIDGE LOANS" means the senior increasing rate loans from one or more
lenders under the Bridge Facility in an original principal amount of up to
$60,000,000, and including any notes or other Indebtedness exchanged therefor
pursuant to the terms of the Bridge Facility.
"LD DISPOSITION" means the sale of the assets of the Lehigh Direct
division of Lehigh on or following the date of the Lehigh Acquisition.
"LEHIGH" means The Lehigh Press, Inc., a Pennsylvania corporation.
"LEHIGH ACQUISITION" means the acquisition by VHC of all the capital
stock of Lehigh pursuant to the Lehigh Acquisition Agreement, and the payment of
fees and expenses related to such acquisition in an aggregate amount not to
exceed $7,000,000.
"LEHIGH ACQUISITION AGREEMENT" means the Stock Purchase Agreement,
dated as of September 5, 2003, together with all schedules and attachments
thereto, among VHC and the shareholders of Lehigh.
"LEHIGH COMMITMENT PERIOD" is defined in SECTION 2.2.2.
"SECOND AMENDMENT" means Amendment No. 2 to the Credit Agreement,
dated as of October __, 2003, by and among the Borrowers, the Agents and the
Lenders party thereto.
"SECOND AMENDMENT EFFECTIVE DATE" means the effective date of the
Second Amendment pursuant to the terms thereof.
SECTION 2.02 AMENDMENTS TO SECTION 1.1 OF THE CREDIT AGREEMENT (REVISIONS TO
EXISTING DEFINITIONS). The following definitions in Section 1.1 of the Credit
Agreement are hereby amended as follows:
(a) The definition of "Borrowing Base Amount" is hereby
amended by inserting the following proviso immediately before the
period at the end thereof:
"PROVIDED, that on and following the date of the Lehigh
Acquisition, the accounts receivable, inventory and property,
plant and equipment of Lehigh and its Subsidiaries shall not
be included in the calculation of the Borrowing Base Amount
until the completion, to the reasonable satisfaction of the
Administrative Agent, of (i) an audit of the accounts
receivable, inventory, accounts payable and cash accounts of
Lehigh and
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its Subsidiaries and (ii) an appraisal of the Orderly
Liquidation Value of the inventory and property, plant and
equipment of Lehigh and its Subsidiaries."
(b) The definition of "Change in Control" is hereby amended
by deleting the existing clauses (ii) and (iii) thereof and inserting
the following in place thereof:
"(ii) the failure of the Parent at any time to own,
directly or indirectly, beneficially and of record, on a
fully-diluted, as-if-converted basis, 100% of the outstanding
Capital Securities of VHC, free and clear of all Liens (other
than Liens permitted to exist under CLAUSES (A), (F), (L) and
(N) of SECTION 7.2.3); or
(iii) the occurrence of any "Change of Control" or
similar term under (and as defined in) (v) if there are any
Senior Notes then outstanding, the Senior Note Indenture, (w)
if there are any Additional Senior Notes then outstanding,
the Additional Senior Note Indenture, (x) if there are any
Bridge Loans then outstanding, the Bridge Facility, (y) if
there are any Senior Subordinated Notes then outstanding, the
Senior Subordinated Note Indenture or (z) if there are any
Parent Debentures then outstanding, the Parent Debenture
Indenture."
(c) The definition of "Eligible Inventory" is hereby amended
by deleting the parenthetical "(other than the Liens of the Loan
Documents and Liens described in CLAUSES (D), (F), (J) and (L) of
SECTION 7.2.3)" and inserting in place thereof "(other than the Liens
of the Loan Documents and Liens described in CLAUSES (D), (F), (J),
(L) and (N) of SECTION 7.2.3)".
(d) The definition of "Eligible PP&E" is hereby amended by
deleting the parenthetical "(other than the Liens of the Loan
Documents and Liens described in CLAUSE (D), (F), (G), (H), (J) and
(L) of SECTION 7.2.3)" and inserting in place thereof "(other than the
Liens of the Loan Documents and Liens described in CLAUSE (D), (F),
(G), (H), (J), (L) and (N) of SECTION 7.2.3)".
(e) The definition of "Maximum PP&E Advance Amount" is hereby
amended by deleting the "$40,000,000" therein and inserting
"$45,000,000" in place thereof.
(f) The definition of "No More Favorable Terms and
Conditions" is hereby amended and restated to read in its entirety as
follows:
"`NO MORE FAVORABLE TERMS AND CONDITIONS' means, with
respect to any refinancing or other replacement of the
Indebtedness in respect of the Senior Notes, the Additional
Senior Notes, the Bridge Loans, the Senior Subordinated Notes
or the Parent Debentures (i) such Indebtedness has a maturity
date no earlier than the maturity date of the Senior Notes,
the Additional Senior Notes, the Bridge Loans, the Senior
Subordinated Notes or the Parent Debentures as applicable,
(ii) such Indebtedness has an Average Life at the time such
Indebtedness is incurred that is equal to or greater than the
Average Life of the Senior Notes, the Additional Senior Notes,
the Bridge Loans, the Senior
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Subordinated Notes or the Parent Debentures as applicable,
(iii) in the case of the Senior Subordinated Notes or the
Parent Debentures such Indebtedness is subordinated to the
Obligations to the same or greater extent as such, the Senior
Subordinated Notes or the Parent Debentures, and (iv) such
Indebtedness contains covenants, events of default, remedies,
acceleration rights, amortization schedules and other material
terms that, taken as a whole, are (x) not materially more
favorable to the holders of such Indebtedness than the similar
terms contained in the Senior Notes, the Additional Senior
Notes, the Bridge Loans, the Senior Subordinated Notes or the
Parent Debentures, as applicable, and (y) no less favorable to
the Lender Parties under the Loan Documents as of the date of
such refinancing or replacement; PROVIDED that any refinancing
or replacement of Bridge Loans or Additional Senior Notes with
Senior Notes shall be deemed to be on "No More Favorable Terms
and Conditions."
(g) The definition of "Permitted Purpose" is hereby amended
and restated to read in its entirety as follows:
"`PERMITTED PURPOSE" means with respect to proceeds
of capital contributions to and Issuance of Capital Securities
by the Parent: (i) to the extent no Default or Event of
Default has occurred and is continuing at the time of any such
prepayment, purchase or redemption, to prepay, purchase or
otherwise redeem Parent Debentures, (ii) the holding of such
proceeds by the Parent as cash or Cash Equivalent Investments
or (iii) the contribution of such proceeds by the Parent to
the capital of VHC and the use by VHC and its Subsidiaries of
such proceeds, within 30 days following its receipt of such
contribution, (A) so long as no Default or Event of Default
shall have occurred and be continuing at the time thereof, to
make Eligible Acquisitions pursuant to SECTION 7.2.5(G), (B)
to make Capital Expenditures pursuant to SECTION 7.2.7(B)(I);
PROVIDED, HOWEVER, that if a Default or an Event of Default
shall have occurred and be continuing, the aggregate amount of
Capital Expenditures which shall constitute a "Permitted
Purpose" shall not exceed that amount which is necessary to
maintain (and is not accretive to) the Borrowers' existing
capital assets, (C) so long as no Default or Event of Default
shall have occurred and be continuing, to prepay, purchase or
otherwise redeem Bridge Loans, Senior Notes, Additional Senior
Notes or Senior Subordinated Notes pursuant to SECTION 7.2.8,
(D) so long as no Default or Event of Default shall have
occurred and be continuing, to make regularly schedule
interest payments with respect to the Senior Notes or the
Additional Senior Notes pursuant to SECTION 7.2.8, or (E) to
make voluntary prepayments of Revolving Loans pursuant to
SECTION 3.1.1(A)."
(h) The definition of "Senior Notes" is hereby amended and
restated to read in its entirety as follows:
"SENIOR NOTES" is defined in the SIXTH RECITAL and
shall also include (i) any and all registered exchange notes
issued in exchange therefor in accordance with the Senior Note
Documents and (ii) any and all notes issued under the Senior
Note Indenture in exchange for Additional Senior Notes in
accordance with the
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Additional Senior Note Documents or to repay Bridge Loans in
accordance with the Bridge Facility."
SECTION 2.03 AMENDMENT TO SECTION 2.2.2 OF THE CREDIT AGREEMENT. Clause
(a) of Section 2.2.2 of the Credit Agreement is hereby amended and restated to
read in its entirety as follows:
"(a) VHC shall have the right, at any time on or after the
Closing Date and prior to the Commitment Termination Date, to increase
the Revolving Loan Commitment Amount by an amount not to exceed
$20,000,000 by requesting that the Syndication Agent arrange for one or
more existing Lenders to increase the amount of their respective
Revolving Loan Commitments or one or more Eligible Assignees to become
Revolving Lenders under this Agreement; PROVIDED that (A) if VHC in
good faith objects to the terms upon which the Syndication Agent is
willing to arrange such increase or the Syndication Agent is unwilling
or unable after diligent effort to arrange such increase, VHC (but no
Lender or other financial institution) may arrange such increase; (B)
before offering Revolving Loan Commitments to Eligible Assignees, VHC
or the Syndication Agent, as applicable, shall first offer the
additional Revolving Loan Commitments to existing Lenders on a pro rata
basis; and (C) no Lender shall at any time be required to agree to
increase its Revolving Loan Commitment or other obligations hereunder."
SECTION 2.04 AMENDMENT TO SECTION 3.1.1 OF THE CREDIT AGREEMENT.
Section 3.1.1(c)(ii) of the Credit Agreement is hereby amended and restated to
read in its entirety as follows:
"(ii) NET DISPOSITION PROCEEDS. In the event the Parent or any
of its Subsidiaries receives any Net Disposition Proceeds, VHC shall
deliver to the Administrative Agent a calculation of the amount of such
Net Disposition Proceeds, and, to the extent the aggregate amount of
such proceeds received by the Parent and its Subsidiaries in connection
with any single transaction or series of related transactions exceeds
$2,000,000, the Borrowers shall within 30 days after receipt of such
Net Disposition Proceeds, be obligated, jointly and severally, to make
a mandatory prepayment of the Loans in an amount equal to 100% of such
Net Disposition Proceeds; PROVIDED, HOWEVER, that upon written notice
by VHC to the Administrative Agent not less than 30 days following
receipt of any Net Disposition Proceeds (other than proceeds in respect
of the LD Disposition), an aggregate amount of up to $25,000,000 (as
such amount may be increased with the consent of the Required Lenders)
of such proceeds over the term of this Agreement may be retained by VHC
and its Subsidiaries (and be excluded from the prepayment requirements
of this clause) if (x) VHC informs the Administrative Agent in such
notice of its good faith intention to apply (or cause one or more of
its Subsidiaries to apply) such Net Disposition Proceeds to the
acquisition of other assets or properties consistent with the
businesses permitted to be conducted pursuant to SECTION 7.2.1
(including by way of merger or Investment), and (y) within 365 days
following the receipt of such Net Disposition Proceeds, such proceeds
are applied or committed to such acquisition. The amount of such Net
Disposition Proceeds unused or uncommitted after such 365-day period
shall be applied to the Loans as set forth in SECTION 3.1.2. At any
time after receipt of any such Net Disposition Proceeds (other than in
respect of the LD
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Disposition) in excess of $2,000,000 but prior to the application
thereof to a mandatory prepayment or the acquisition of other assets or
properties as described above, the Borrowers shall prepay Loans
pursuant to SECTION 3.1.1(A) (with the amount of any such prepayment to
continue to be considered to be Net Disposition Proceeds for purposes
of this Agreement and the other Loan Documents) or, to the extent it
elects not to so prepay Loans, upon written demand by the
Administrative Agent (in its reasonable discretion) to the Borrowers,
deposit an amount equal to such Net Disposition Proceeds into a cash
collateral account maintained with (and reasonably satisfactory to) the
Administrative Agent for the benefit of the Secured Parties (and over
which the Administrative Agent shall have sole dominion and control)
pending such application as a prepayment or to be released as requested
by VHC in respect of such acquisition. Amounts deposited in such cash
collateral account shall be invested in Cash Equivalent Investments, as
directed by VHC."
SECTION 2.05 AMENDMENT TO SECTION 6.15 OF THE CREDIT AGREEMENT. Section
6.15 of the Credit Agreement is hereby amended by adding, following the words
"as defined in the Senior Note Indenture" in the first parenthetical phrase in
the third sentence thereof, the expression "or, if any Additional Senior Notes
or Bridge Loans are outstanding, the Additional Senior Note Indenture or Bridge
Facility, respectively".
SECTION 2.06 AMENDMENT TO SECTION 7.1.1 OF THE CREDIT AGREEMENT.
Section 7.1.1 of the Credit Agreement is hereby amended by deleting the existing
clause (i) thereof and inserting the following in place thereof:
"(i) Unless otherwise provided (or required to be provided)
hereunder, promptly following the mailing or receipt of any notice or
report delivered under the terms of the Senior Notes, the Additional
Senior Notes, the Bridge Loans, the Senior Subordinated Notes or the
Parent Debentures, VHC will provide copies of such notice or report."
SECTION 2.07 AMENDMENT TO SECTION 7.1.5 OF THE CREDIT AGREEMENT. Clause
(c) of Section 7.1.5 of the Credit Agreement is hereby amended by deleting the
words "one such appraisal in any calendar year" and inserting in place thereof
"one such appraisal in any period of six calendar months".
SECTION 2.08 AMENDMENT TO SECTION 7.1.7 OF THE CREDIT AGREEMENT.
Section 7.1.7 of the Credit Agreement is hereby amended by deleting the "and" at
the end of clause (b), relettering existing clause (c) as clause (d), and
inserting a new clause (c) to read as follows:
"(c) to consummate the Lehigh Acquisition; and".
SECTION 2.09 AMENDMENT TO SECTION 7.1.8 OF THE CREDIT AGREEMENT.
Section 7.1.8 of the Credit Agreement is hereby amended by amending and
restating the proviso at the end thereof to read in its entirety as follows:
"PROVIDED that (i) not more than 65% of the Voting Securities of any
Non-U.S. Subsidiary shall be required to be pledged unless such
Non-U.S. Subsidiary is treated for U.S. federal income tax purposes as
a branch of a Borrower or is a partnership in which the
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partners are Borrowers and (ii) neither Lehigh Press Puerto Rico, Inc.
nor Lehigh Press Puerto Rico, LLC shall be required to enter into a
Joinder Agreement, a supplement to the Subsidiary Guaranty or the
Pledge and Security Agreement, except as provided under SECTION 7.2.1.
Notwithstanding clause (ii) of the foregoing proviso, but subject to
the terms of SECTION 7.2.1, if Lehigh Press Puerto Rico, Inc. or Lehigh
Press Puerto Rico, LLC is required to become a guarantor pursuant to
the terms of documentation evidencing the Senior Notes, the Additional
Senior Notes or the Bridge Loans, such Person shall enter into either a
Joinder Agreement or a Subsidiary Guaranty before or concurrently with
entering into such guaranty."
SECTION 2.10 AMENDMENT TO SECTION 7.1.12 OF THE CREDIT AGREEMENT.
Section 7.1.12 of the Credit Agreement is hereby amended by (i) labeling the
existing Section 7.1.12 as clause (a), (ii) redesignating existing clauses
"(a)", "(b)" and "(c)" thereof as subclauses "(i)", "(ii)" and "(iii)" and (iii)
adding, at the end thereof, a new clause (b) to read in its entirety as follows:
"(b) Lehigh shall deliver to the Administrative Agent, on or
before the 30th day following the date of the Lehigh Acquisition, a
Mortgage with respect to each of the properties identified in SCHEDULE
I to the Second Amendment, duly executed and delivered by Lehigh,
together with
(i) evidence of the completion (or reasonably
satisfactory arrangements for the completion) of all
recordings and filings of each such Mortgage as may be
necessary or, in the reasonable opinion of the Administrative
Agent, desirable to create a valid, perfected first priority
Lien, subject to SECTION 7.2.3, against the properties
purported to be covered thereby;
(ii) mortgagee's title insurance policies in favor of
the Administrative Agent for the benefit of the Secured
Parties in form and substance, and issued by insurers,
reasonably satisfactory to the Administrative Agent, with
respect to the property set forth on SCHEDULE I to the Second
Amendment in the amounts set forth thereon, insuring that
title to such property is marketable and that the interests
created by such Mortgage constitute valid first Liens thereon,
subject to SECTION 7.2.3, free and clear of all defects and
encumbrances other than as approved by the Administrative
Agent and, if required by the Administrative Agent and if
available on commercially reasonable terms, revolving credit
endorsement, comprehensive endorsement, variable rate
endorsement, access and utilities endorsements, mechanic's
lien endorsement and such other endorsements as the
Administrative Agent shall reasonably request and shall be
accompanied by evidence of the payment in full of all premiums
thereon; and
(iii) such other approvals, or documents as the
Administrative Agent may reasonably request in form and
substance reasonably satisfactory to the Administrative
Agent."
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SECTION 2.11 AMENDMENT TO SECTION 7.1.14 OF THE CREDIT AGREEMENT.
Section 7.1.14 of the Credit Agreement is hereby amended by (i) labeling
existing 7.1.14 as clause (a) and (ii) adding, at the end thereof, a new clause
(b) to read in its entirety as follows:
"(b) On or prior to the 60th day immediately following the
date of the Lehigh Acquisition, Lehigh shall deliver to the
Administrative Agent deposit account control agreements and other
documents and agreements, in each case duly executed by Lehigh and the
applicable bank, as the Administrative Agent deems necessary or
desirable to grant to the Administrative Agent, for the benefit of the
Secured Parties, control over, and a perfected security interest in,
each of the Deposit Accounts of Lehigh listed on SCHEDULE II to the
Second Amendment; PROVIDED that if following the use of best efforts
Lehigh is unable to obtain any such deposit account control agreements
or other documents or agreements on or prior to such 60th day, the
Administrative Agent may, at its sole discretion, extend the period of
time by which Lehigh must satisfy the above requirement."
SECTION 2.12 AMENDMENT TO SECTION 7.2.1 OF THE CREDIT AGREEMENT.
Section 7.2.1 of the Credit Agreement is hereby amended by deleting clause (b)
thereof and inserting the following clauses (b) and (c) in place thereof:
"(b) The Parent will not (i) hold any assets other than the
Capital Securities of VHC and cash and Cash Equivalent Investments
referred to in CLAUSE (III)(E) below, (ii) have any material
liabilities other than (A) liabilities under the Loan Documents, (B)
liabilities under the Parent Debentures, (C) liabilities for taxes
incurred in the ordinary course of business and (D) Contingent
Liabilities in respect of the Senior Notes, the Additional Senior
Notes, the Bridge Loans and the Senior Subordinated Notes or (iii)
engage in any business or activity other than (A) owning the Capital
Securities of VHC (including purchasing additional Capital Securities
after the Closing Date) and activities incidental or related thereto or
to the maintenance of the corporate existence of the Parent or
compliance with applicable law, (B) acting as a Guarantor hereunder and
pledging its assets to the Administrative Agent, for the benefit of the
Lenders, pursuant to the Loan Documents to which it is a party, (C)
acting as the issuer of the Parent Debentures, (D) issuing its Capital
Securities, (E) holding cash received as Restricted Payments permitted
under SECTION 7.2.6 or as proceeds of its issuance of Capital
Securities and investing and reinvesting such cash in Cash Equivalent
Investments, (F) utilizing Net Equity Proceeds for Permitted Purposes,
(G) acting as a guarantor under the Senior Notes, the Additional Senior
Notes, the Bridge Loans and/or the Senior Subordinated Notes and
otherwise carrying out its obligations under the Senior Note Documents,
the Additional Senior Notes Documents, the Bridge Facility and the
Senior Subordinated Note Documents to the extent not otherwise in
contravention of this Agreement and (H) granting Liens permitted under
SECTION 7.2.3(N).
(c) Unless, in the case of Lehigh Puerto Rico, Inc. or Lehigh
Puerto Rico, LLC (each a "SPECIFIED SUBSIDIARY"), such Specified
Subsidiary has become a Borrower or Subsidiary Guarantor (as applicable
pursuant to SECTION 7.1.8), and a party to the Security and Pledge
Agreement, and has fulfilled the other requirements set forth in
SECTION 7.1.8, the Borrower will not permit (i) such Specified
Subsidiary to (A) engage in any business
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activities other than its compliance with the obligations applicable to
it under the Loan Documents, (B) own or possess any assets or property
with a fair market value in an aggregate amount in excess of $25,000 or
(C) consolidate or amalgamate with or merge into or with any Person
other than a Subsidiary of VHC, provided that if the other party to
such transaction is a Borrower or Subsidiary Guarantor the survivor of
such transaction is a Borrower or Subsidiary Guarantor, as the case may
be or (ii) Holdings or any Borrower or Subsidiary Guarantor to make any
Investment in such Specified Subsidiary (other than Investments made
solely to fund liabilities and expenses of the Specified Subsidiaries
in connection with the litigation referred to in Section 4(t) of the
Disclosure Schedule to the Lehigh Acquisition Agreement)."
SECTION 2.13 AMENDMENT TO SECTION 7.2.2(E) OF THE CREDIT AGREEMENT.
Section 7.2.2(e) of the Credit Agreement is hereby amended and restated to read
in its entirety as follows:
"(e) the Senior Notes, the Additional Senior Notes, the Bridge
Loans and the Senior Subordinated Notes of VHC in a principal amount
(exclusive, with respect only to the Bridge Loans, of any principal
amount consisting of interest accrued thereon which has been added to
the principal amount thereof) not to exceed $375,000,000, and unsecured
Contingent Liabilities of the Borrowers and the Guarantors in respect
thereof, so long as, in the case of Contingent Liabilities in respect
of the Senior Subordinated Notes, such Contingent Liabilities are
subordinated to the Obligations on the same terms as the Senior
Subordinated Notes, and refinancings of such Senior Notes, Additional
Senior Notes, Bridge Loans, Senior Subordinated Notes and related
Contingent Liabilities; PROVIDED, HOWEVER, that any such refinancing
must be on No More Favorable Terms And Conditions than the Indebtedness
being refinanced; PROVIDED FURTHER, HOWEVER, that such $375,000,000
maximum amount shall be reduced dollar for dollar by the principal
amount of all Senior Notes, Bridge Loans, Additional Senior Notes and
Senior Subordinated Notes repaid, repurchased, redeemed or acquired by
VHC pursuant to CLAUSE (iv) of the proviso to SECTION 7.2.8;".
SECTION 2.14 AMENDMENTS TO SECTION 7.2.3 OF THE CREDIT AGREEMENT.
Section 7.2.3 of the Credit Agreement is hereby amended as follows:
(a) Clause (b) of Section 7.2.3 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:
"(b) Liens, exceptions and title conditions (i)
existing as of the Closing Date and disclosed in ITEM 7.2.3(B)
of the Disclosure Schedule securing Indebtedness outstanding
as of the Closing Date and described in CLAUSE (B) of SECTION
7.2.2, PROVIDED, HOWEVER, that no such Lien shall encumber any
property other than that encumbered as of the Closing Date,
and the amount of Indebtedness secured by such Lien shall not
increase from that existing on the Closing Date (as such
Indebtedness may have been permanently reduced subsequent to
the Closing Date); and (ii) existing as of the date of the
Lehigh Acquisition with respect to certain equipment of Lehigh
disclosed to the Agents and the Lenders in a supplement to
ITEM 7.2.3(B) of the Disclosure Schedule (such
10
supplement to be in form and substance satisfactory to the
Administrative Agent); PROVIDED, HOWEVER, that no such Lien
shall encumber any property other than that encumbered as of
the date of the Lehigh Acquisition, and the amount of
obligations secured by such Lien shall not increase from that
existing on the date of the Lehigh Acquisition (as such
obligations may have been permanently reduced subsequent to
the date of the Lehigh Acquisition);".
(b) Section 7.2.3 of the Credit Agreement is hereby amended by
deleting the "and" at the end of clause (l) thereof, inserting "; and"
at the end of clause (m) thereof, and inserting a new clause (n)
therein to read as follows:
"(n) Liens securing obligations under the Bridge
Facility (if any), PROVIDED that such Liens are in all
respects subordinated to and subject to the Liens securing
payment of the Obligations on terms and conditions
satisfactory to the Administrative Agent and the Required
Lenders."
SECTION 2.15 AMENDMENTS TO SECTION 7.2.4 OF THE CREDIT AGREEMENT.
Section 7.2.4 of the Credit Agreement is hereby amended and restated to read in
its entirety as follows:
"SECTION 7.2.4 FINANCIAL CONDITION AND OPERATIONS.
(a) Leverage Ratio. VHC will not permit the Leverage
Ratio as of the end of any Fiscal Quarter occurring during any
period set forth below to be greater than the ratio set forth
opposite such period:
PERIOD LEVERAGE RATIO
----- --------------
July 16, 2003 through October 15, 2003 5.75 to 1.00
October 16, 2003 through July 15, 2004 6.50 to 1.00
July 16, 2004 through January 15, 2005 6.25 to 1.00
January 16, 2005 through January 15, 2006 6.00 to 1.00
January 16, 2006 through January 15, 2007 (if 5.50 to 1.00
applicable)
January 16, 2007 through January 15, 2008 (if 5.00 to 1.00.
applicable)
11
(b) Fixed Charge Coverage Ratio. VHC will not permit
the Fixed Charge Coverage Ratio as of the end of any Fiscal
Quarter occurring during any period set forth below to be less
than the ratio set forth opposite such period:
FIXED CHARGE
PERIOD COVERAGE RATIO
------ ---------------
June 15, 2002 through January 15, 2006 1.00 to 1.00
January 16, 2006 and thereafter 1.05 to 1.00."
SECTION 2.16 AMENDMENT TO SECTION 7.2.5 OF THE CREDIT AGREEMENT.
Section 7.2.5 of the Credit Agreement is hereby amended by (i) deleting the word
"and" at the end of clauses (i) and (k) thereof, (ii) replacing the reference to
clause "(j)" appearing in clause (l) thereof with a reference to clause "(k)",
(iii) replacing the period at the end of clause (l) thereof with the expression
"; and", redesignating clauses "(j)", "(k)" and "(l)" thereof as clauses "(k)",
"(l)" and "(m)", (iv) adding, following clause (i) thereof, a new clause (j) to
read in its entirety: "(j) the Lehigh Acquisition; and", and (v) adding, at the
end thereof, a new clause (n) to read in its entirety as follows:
"(n) no Investment otherwise permitted by clause (j) shall
be made unless,
(i) at the time of, and immediately after the making
of, such Investment no Default shall have occurred and be
continuing;
(ii) VHC shall have received approximately
$60,000,000 in gross cash proceeds from either (i) the
issuance of Additional Senior Notes or (ii) borrowings under
the Bridge Facility on the terms and conditions set forth in
the term sheet therefor provided to the Agents prior to the
Second Amendment Effective Date or such other terms and
conditions as shall be reasonably satisfactory to the
Administrative Agent following consultation with the
Syndication Agent;
(iii) the Administrative Agent shall have received
counterparts of a Joinder Agreement executed on behalf of
Lehigh, pursuant to which Lehigh agrees to become a Borrower
under the Credit Agreement pursuant to the terms of SECTION
7.1.8(A);
(iv) the Administrative Agent shall have received
counterparts of a supplement to the Pledge and Security
Agreement, in the form of Annex I to the Pledge and Security
Agreement (the "LEHIGH SUPPLEMENT"), together with
(w) all schedules and attachments related
thereto;
(x) a Uniform Commercial Code financing
statement (Form UCC-1) naming Lehigh as the debtor
and the Administrative Agent as the secured party, or
other similar instruments or documents, in
appropriate form for filing under the Uniform
Commercial Code of all jurisdictions as
12
may be necessary or, in the reasonable opinion of the
Administrative Agent, desirable to perfect the
security interest of the Administrative Agent
pursuant to the Lehigh Supplement (other than the
perfection of security interests in motor vehicles,
leasehold interests in real property and non-U.S.
intellectual property);
(y) certificates representing all of the
issued and outstanding shares of Capital Securities
of Lehigh and Lehigh Press Puerto Rico, Inc., along
with undated stock powers for such certificates,
executed in blank; and
(z) executed counterparts of Patent
Security Agreements, Trademark Security Agreements
and Copyright Security Agreements, as applicable,
with respect to any U.S. Intellectual Property
Collateral of Lehigh;
(v) the Agents shall have received opinions, dated
the date of the Lehigh Acquisition and addressed to the Agents
and all Lenders, from
(x) special New York counsel to Lehigh and,
if applicable, its Subsidiaries, in form and
substance reasonably satisfactory to the Agents; and
(y) local counsel to Lehigh and, if
applicable, its Subsidiaries, in form and substance
reasonably satisfactory to the Agents.
(vi) immediately after giving effect to the Lehigh
Acquisition and the making of the Credit Extensions in respect
thereof, Excess Availability shall be not less than
$20,000,000; and
(vii) the Administrative Agent shall have received,
for the account of each Lender that became a signatory to the
Second Amendment on or prior to the Second Amendment Effective
Date, a closing fee in an amount equal to 0.15% of each such
Lender's Percentage of the Revolving Loan Commitment Amount as
of the date of the Lehigh Acquisition, without giving effect
to any increase in the Revolving Loan Commitment Amount on or
after the Second Amendment Effective Date."
SECTION 2.17 AMENDMENT TO SECTION 7.2.8 OF THE CREDIT AGREEMENT.
Section 7.2.8 of the Credit Agreement is hereby amended and restated to read in
its entirety as follows:
"SECTION 7.2.8. NO PREPAYMENT OF OTHER DEBT. Other than in
connection with a refinancing permitted pursuant to SECTION 7.2.2,
neither the Parent nor any Borrower will or will permit any of its
respective Subsidiaries to, directly or indirectly, make any payment or
prepayment of principal of, or premium or interest on, or redeem,
retire, purchase, defease or otherwise acquire (or make any deposit
(including the payment of amounts into a sinking fund or other similar
fund) for any of the foregoing purposes) any Senior Notes, any
Additional Senior Notes, any Bridge Loans, any Senior Subordinated
13
Notes or any Parent Debentures; PROVIDED that (i) so long as such
payment would not violate the terms of this Agreement, the Senior Notes
Documents, the Additional Senior Notes Documents, the Bridge Facility
or the applicable Sub Debt Documents, VHC may make payments of accrued
and unpaid interest on the Senior Notes, the Additional Senior Notes,
the Bridge Loans and the Senior Subordinated Notes (and accrued
interest on the Parent Debentures may be capitalized and added to the
outstanding principal amount thereof in accordance with the Parent
Debenture Documents) on the stated, scheduled date for payment thereof
set forth in the Senior Note Documents, the Additional Senior Note
Documents, the Bridge Facility or the Sub Debt Documents, as
applicable, VHC may make mandatory redemptions of Bridge Loans, Senior
Notes or Additional Senior Notes following a Change of Control as
required by the Bridge Facility, the Senior Note Documents or
Additional Senior Note Documents, VHC may make mandatory prepayments of
the Bridge Loans with the proceeds of the LD Disposition (subject to
the requirements of SECTION 3.1.1) and VHC may redeem Additional Senior
Notes as required by the Additional Senior Note Documents as a result
of the Lehigh Acquisition not being consummated or the Lehigh
Acquisition Agreement being terminated prior to the consummation of the
Lehigh Acquisition; (ii) the Parent may repay Indebtedness permitted
pursuant to SECTION 7.2.2(F) using Net Equity Proceeds to the extent
such repayment constitutes a Permitted Purpose; (iii) VHC may repay,
repurchase or otherwise redeem or acquire Senior Notes, Additional
Senior Notes, Bridge Loans, and/or Senior Subordinated Notes using Net
Equity Proceeds, in each case to the extent such repayment, repurchase
or other redemption or acquisition constitutes a Permitted Purpose; and
(iv) VHC may repay, repurchase or otherwise redeem or acquire Senior
Notes, Additional Senior Notes, Bridge Loans, and/or Senior
Subordinated Notes using cash from operations or proceeds of Loans in
an aggregate amount not to exceed $50,000,000 (inclusive of related
fees and expenses), PROVIDED that (in the case of this CLAUSE (IV))
prior to any such repayment, repurchase, redemption or acquisition VHC
shall have delivered to the Administrative Agent a pro-forma Compliance
Certificate demonstrating that, upon giving effect to such repayment,
repurchase, redemption or acquisition and any Credit Extensions made or
to be made in connection therewith, on a pro-forma basis (calculated in
accordance with SECTION 1.4(C)) (A) VHC shall be in compliance with all
of the financial covenants set forth in SECTION 7.2.4 hereof as of the
last day of the most recent period of four consecutive fiscal quarters
of VHC which precedes or ends on the date of such repayment,
repurchase, redemption or acquisition and with respect to which the
Administrative Agent has received the consolidated financial
information required under CLAUSES (A) and (B) of SECTION 7.1.1 and the
certificate required by CLAUSE (D) of SECTION 7.1.1, (B) Excess
Availability shall equal or exceed $35,000,000 and (C) no Default or
Event of Default shall have occurred and be continuing or would result
therefrom. Furthermore, neither the Parent, any Borrower nor any of
their respective Subsidiaries will designate any Indebtedness other
than the Obligations as "Designated Senior Debt" pursuant to any Senior
Subordinated Note Document or Parent Debenture Document."
SECTION 2.18 AMENDMENT TO SECTION 7.2.10 OF THE CREDIT AGREEMENT.
Clause (b) of Section 7.2.10 of the Credit Agreement is hereby amended by
deleting "CLAUSE (G) or (J) of SECTION 7.2.5" and inserting in place thereof
"CLAUSE (G), (J) or (K) of SECTION 7.2.5".
14
SECTION 2.19 AMENDMENT TO SECTION 7.2.11 OF THE CREDIT AGREEMENT.
Section 7.2.11 of the Credit Agreement is hereby amended by adding a new clause
(i) to read as follows:
"(i) the LD Disposition; PROVIDED (x) such Disposition is for
fair market value and the consideration received consists of no less
than 75% in cash and (y) the Net Disposition Proceeds thereof are
applied in accordance with the terms of SECTION 3.1.1."
SECTION 2.20 AMENDMENT TO SECTION 7.2.12 OF THE CREDIT AGREEMENT.
Section 7.2.12 of the Credit Agreement is hereby amended by deleting such
section and inserting the following in place thereof:
"Section 7.2.12 MODIFICATION OF CERTAIN AGREEMENTS. The Parent
and the Borrowers will not, and will not permit any of their respective
Subsidiaries to, enter into any amendment, supplement, waiver or other
modification of, or enter into any forbearance from exercising any
rights with respect to the terms or provisions contained in, the Senior
Note Documents, the Additional Senior Note Documents, the Bridge
Facility, the Senior Subordinated Note Documents or the Parent
Debenture Documents, in each case which would (a) increase the
principal amount of, or increase the interest rate on, or add or
increase any fee with respect to the Indebtedness evidenced by such
Senior Note Document, Additional Senior Note Document, Bridge Facility,
Senior Subordinated Note Document or Parent Debenture Document or
advance any dates upon which payments of principal or interest are due
thereon, (b) in the case of any Senior Subordinated Note Document or
Parent Debenture Document, change the subordination provisions thereof
(including any default or conditions to an event of default relating
thereto), or change any collateral therefor (other than to release such
collateral), if (in the case of this CLAUSE (B)) the effect of such
amendment or change, individually or together with all other amendments
or changes made, is to increase the obligations of the obligor
thereunder or to confer any additional rights on the holders of the
Senior Subordinated Notes or the Parent Debentures, as the case may be
(or a trustee or other representative on their behalf), or (c) add or
modify any covenants or defaults or events of default relating thereto,
if (in the case of this CLAUSE (C)), the effect of such addition or
modification, individually or together with all other additions or
changes made, is to materially increase the obligations of the obligor
thereunder or to confer any material additional rights on the holders
of such Indebtedness (or a trustee or other representative on their
behalf)."
SECTION 2.21 AMENDMENT TO SECTION 7.2.15 OF THE CREDIT AGREEMENT.
Section 7.2.15 of the Credit Agreement is hereby amended by deleting "the amount
of the Maximum PP&E Advance Amount then in effect" in clause (ii) thereof and
inserting "an amount equal to at least $40,000,000" in place thereof.
ARTICLE III
CONDITIONS PRECEDENT
This Second Amendment (and the amendments contained herein) shall
become effective on the date (the "SECOND AMENDMENT EFFECTIVE DATE") when each
of the conditions set forth in this ARTICLE III shall have been satisfied.
15
SECTION 3.01 COUNTERPARTS AND LENDER CONSENTS. The Administrative Agent
shall have received counterparts hereof executed on behalf of each Obligor and
the Lenders necessary to approve this Second Amendment and the amendments
contained herein.
SECTION 3.02 ADMINISTRATIVE AGENT FEE. The Administrative Agent shall
have received for its own account an administration fee in the amount previously
agreed.
SECTION 3.03 OTHER COSTS AND EXPENSES. The Administrative Agent shall
have received (i) all fees, costs and expenses (including, without limitation,
all fees and disbursements of Mayer, Brown, Xxxx & Maw LLP in connection with
the preparation, negotiation, execution and delivery of this Second Amendment)
due and payable pursuant to Sections 3.3 and 11.3 of the Credit Agreement to the
extent then invoiced and as otherwise agreed by VHC or any of the Borrowers and
(ii) reasonable fees and disbursements of Xxxx & Hessen LLP in connection with
the negotiation of this Second Amendment to the extent then invoiced.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01 REPRESENTATIONS AND WARRANTIES. In order to induce the
Lenders to consent to the amendments contained herein and to enter into this
Second Amendment, each Obligor, jointly and severally, represents and warrants
as set forth below:
(a) After giving effect to this Second Amendment, the
amendment of certain provisions of the Credit Agreement does not
impair the validity, effectiveness or priority of the Liens that have
been granted pursuant to any Loan Documents relating thereto (the
"SECURITY DOCUMENTS"), and such Liens continue unimpaired with the
same priority to secure repayment of all Obligations, whether
heretofore or hereafter incurred. The amendment of certain provisions
of the Credit Agreement effected pursuant to this Second Amendment do
not require that any new filings be made or other action taken to
perfect or to maintain the perfection of such Liens. The position of
the Lenders with respect to such Liens, the Collateral (as defined in
the Security Documents) in which a security interest was granted
pursuant to the Security Documents, and the ability of the
Administrative Agent to realize upon such Liens pursuant to the terms
of the Security Documents have not been adversely affected in any
material respect by the amendment of certain provisions of the Credit
Agreement effected pursuant to this Second Amendment or by the
execution, delivery, performance or effectiveness of this Second
Amendment.
(b) Each Obligor reaffirms as of the Second Amendment
Effective Date such Person's respective covenants and agreements
contained in the Credit Agreement, each Security Document to which
such Person is a party, including, in each case, as such covenants and
agreements may be modified by this Second Amendment.
(c) Both immediately before and immediately after giving
effect to this Second Amendment, the representations and warranties
set forth in Article VI of the Credit Agreement and each other Loan
Document are, in each case, true and correct (unless stated to relate
solely to an earlier date, in which case such representations and
warranties shall be true and correct as of such earlier date).
16
SECTION 4.02 VALIDITY, ETC. This Second Amendment constitutes the
legal, valid and binding obligation of the Obligors enforceable in accordance
with its terms subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.
SECTION 4.03 NO DEFAULT. Both immediately before and immediately after
giving effect to this Second Amendment, no Default has occurred and is
continuing.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.01 RATIFICATION OF AND REFERENCES TO THE CREDIT AGREEMENT.
This Second Amendment shall be deemed to be an amendment to the Credit
Agreement, and the Credit Agreement, as amended hereby, is hereby ratified,
approved and confirmed in each and every respect. All references in the Loan
Documents or in any other document, instrument, agreement or writing to the
"Credit Agreement", "hereunder", "thereunder", "hereof", "thereof", "herein",
"therein" or words of like or similar import shall from and after the Second
Amendment Effective Date mean and be a reference to the Credit Agreement as
amended hereby. Other than as specifically provided herein, this Second
Amendment shall not operate as a waiver or amendment of any right, power or
privilege of any Agent or any Lender under the Credit Agreement or any other
Loan Document or of any other term or condition of the Credit Agreement or any
other Loan Document, nor shall the entering into of this Second Amendment
preclude any Agent and/or any Lender from refusing to enter into any further
waivers or amendments with respect thereto.
SECTION 5.02 HEADINGS. The various headings of this Second Amendment
are inserted for convenience only and shall not affect the meaning or
interpretation of this Second Amendment or any provisions hereof.
SECTION 5.03 EXECUTION IN COUNTERPARTS. This Second 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. A counterpart hereof executed and delivered by facsimile
shall be effective as an original.
SECTION 5.04 SUCCESSORS AND ASSIGNS. This Second Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SECTION 5.05 GOVERNING LAW; ENTIRE AGREEMENT. THIS SECOND AMEND-MENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK. This Second Amendment and the other Loan Documents
constitute the entire understanding among the parties hereto with respect to the
subject matter hereof and supersede any prior agreements, written or oral, with
respect thereto.
17
IN WITNESS WHEREOF, the signatories hereto have caused this Second
Amendment to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
XXX XXXXXXXX HOLDINGS, INC.
By: /s/ XXXX XXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President, Chief
Financial Officer, Treasurer
XXX XXXXXXXX CORPORATION
By: /s/ XXXX XXXXXX
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President, Chief
Financial Officer, Treasurer
H&S GRAPHICS, INC.
By: /s/ XXXX XXXXXX
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President, Chief
Financial Officer, Treasurer
PRECISION OFFSET PRINTING
COMPANY, INC.
By: /s/ XXXX XXXXXX
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President, Chief
Financial Officer, Treasurer
PREFACE, INC.
By: /s/ XXXX XXXXXX
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President, Chief
Financial Officer, Treasurer
LENDERS: THE CIT GROUP/BUSINESS CREDIT, INC.,
as Lender and as Administrative Agent
By: /s/ XXXXXXX X. XXXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
US BANK NATIONAL ASSOCIATION
By: _____________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By: /s/ X. XXXX
--------------------------------------
Name: X. Xxxx
Title: Sr. Manager -- Loan Operations
WHITEHALL BUSINESS CREDIT CORPORATION
By: /s/ XXX ZAUTA
--------------------------------------
Name: Xxx Zauta
Title: Vice President
LASALLE BUSINESS CREDIT, INC.
By: /s/ XXXXXXX X. XXXXXXXX III
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx III
Title: Vice President
TRANSAMERICA BUSINESS CAPITAL CORPORATION
By: /s/ XXXXXXX X. GOETSCHLUS
--------------------------------------
Name: Xxxxxxx X. Goetschlus
Title: Senior Vice President
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ XXXX XXXXXXX
-------------------------------------
Name: Xxxx Xxxxxxx
Title: First Vice President
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ XXXXXXX XXXX
--------------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
SCHEDULE I: REAL PROPERTY
0000 Xxxxx Xxxx Xxxxx, Xxxxxxxxxx, XX 00000 (Camden County)
0000 Xxxxx 00xx Xxxxxx, Xxxxxxxxx, XX 00000 (Xxxx County)
SCHEDULE II: DEPOSIT ACCOUNTS
BANK TYPE OF ACCOUNT ACCOUNT NUMBER
---------------------------- ------------------------ -----------------------
Fleet Bank Block Dominion 9427720630
---------------------------- ------------------------ -----------------------
Fleet Bank Master Operating 9427720657
---------------------------- ------------------------ -----------------------
Fleet Bank Payroll 9427720665
---------------------------- ------------------------ -----------------------
Fleet Bank Payables 9427720673
---------------------------- ------------------------ -----------------------
Bank One Xxxxx Cash 000365060123624
---------------------------- ------------------------ -----------------------
Xxxxxx Bank Savings 9510501520
---------------------------- ------------------------ -----------------------
