EXHIBIT 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of May 28, 2003 (the "Amendment Date"), among INDUSTRIAL DISTRIBUTION
GROUP, INC., a Delaware corporation (the "Borrower"), those Subsidiaries of the
Borrower identified on the signature pages hereto as "Affiliate Guarantors";
Borrower and the Affiliate Guarantors are sometimes collectively referred to as
the "Obligors" or individually referred to as an "Obligor"); WACHOVIA BANK,
NATIONAL ASSOCIATION, formerly known as First Union National Bank, a national
bank ("Wachovia," or the "Bank"), as a "Lender," together with each of the other
financial institutions identified as "Lenders" on the signature pages hereto
(together with each of their successors and assigns, referred to individually as
a "Lender" and, collectively, as the "Lenders"); Wachovia, acting as agent for
the Lenders (including the Swingline Lender) in the manner and to the extent
described in Article XIII of the Credit Agreement defined below (Wachovia, when
acting in such capacity, herein called the "Administrative Agent"); FLEET
CAPITAL CORPORATION ("Fleet"), a Rhode Island corporation, as a Lender and as
Documentation Agent pursuant to the Credit Agreement; and BANK OF AMERICA, N.A.
("Bank of America"), a national bank, as a Lender and as Syndication Agent
pursuant to the Credit Agreement; for the purpose of amending that certain
Credit Agreement, dated as of December 22, 2000, among the aforesaid parties (as
amended pursuant to a First Amendment to Credit Agreement, dated as of August 1,
2001, and hereby, the "Credit Agreement") in the following particulars.
Capitalized terms used in this Amendment (including within the foregoing
recitals), but not otherwise expressly defined herein, shall have the meanings
given to such terms in the Credit Agreement.
RECITALS:
WHEREAS, Borrower has requested that the Lenders extend the
Maturity Date from March 31, 2004 to that date which is three years from the
Amendment Date and, subject to the terms of this Amendment, the Lenders are
willing to do so; and
WHEREAS, in connection with such extension, Borrower, Lenders
and the Administrative Agent have agreed to amend the Credit Agreement in
certain other respects, as hereinafter set forth; and
WHEREAS, all Affiliate Guarantors will obtain direct and
material economic benefits from such extension being given and such amendments
being made, and have agreed to join with Borrower in executing this Amendment in
order to confirm their continuing credit support to Borrower in respect thereof;
NOW, THEREFORE, in consideration of the foregoing recitals and
the agreements, provisions and covenants herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Obligors, together with
Lenders and the Administrative Agent, the Documentation Agent and the
Syndication Agent, each intending to be legally bound, hereby acknowledge,
covenant and agree as follows:
1. Definitions.
1.1 Cash Management Services. The following definition is hereby
inserted in Section 1.1 of the Credit Agreement in the appropriate alphabetic
order:
"Cash Management Services" means all cash management services
extended by any Lender, individually, to the Borrower or any other
Obligor in furtherance of, pursuant to, in accordance with or otherwise
arising from the transactions contemplated to occur in, this Agreement
or any other Credit Document including, without limitation, any in
respect of a Lockbox or as a Lockbox Bank.
1.2 Second Amendment Date. The following definition is hereby
inserted in Section 1.1 of the Credit Agreement in the appropriate alphabetical
order.
"Second Amendment Date" means May 28, 2003.
1.3 Applicable Percentage. The definition of "Applicable
Percentage", set forth in Section 1.1 of the Credit Agreement, is deleted in its
entirety, and the following revised definition is substituted in its place:
"Applicable Percentage" shall mean, for Eurodollar Loans, Base
Rate Loans and Unused Line Fees, the appropriate applicable percentages
corresponding to the Leverage Ratio in effect as of the most recent
Calculation Date (as defined below) as shown below:
--------------------------------------------------------------------------------
Tier Leverage Applicable Applicable Applicable
Levels Ratio Percentage for Percentage for Percentage for
Eurodollar Base Rate Unused Line
Loans Loans Fee
--------------------------------------------------------------------------------
1 > 5.0 to 1.0 3.00% 1.75% .375%
-
2 > 4.5 to 1.0 but 2.75% 1.50% .375%
-
< 5.0 to 1.0
-
3 > 4.0 to 1.0 but 2.50% 1.25% .375%
-
< 4.5 to 1.0
-
4 > 3.5 to 1.0 but 2.25% 1.00% .25%
-
< 4.0 to 1.0
-
5 < 3.5 to 1.0 2.00% .75% .25%
-
Each Applicable Percentage shall be determined and adjusted quarterly
on the date (each a "Calculation Date") five (5) Business Days after
the date on which the Borrower provides the quarterly officer's
certificate for each fiscal quarter in accordance with the provisions
of Section 7.1(d); provided, however, that: (i)
2
commencing on the Second Amendment Date, the Applicable Percentages
shall be based on Tier Xxxxx 0 of the pricing grid shown above and
shall remain at this Tier Level 3 until the first Calculation Date
subsequent to June 30, 2003; and, thereafter, the Tier Level shall be
determined by the then current Leverage Ratio; and (ii) if the Borrower
fails to provide the officer's certificate to the Administrative Agent
for any fiscal quarter as required by and within the time limits set
forth in Section 7.1(d), each Applicable Percentage from the applicable
date of such failure shall be based on Tier Level 1 until five (5)
Business Days after an appropriate officer's certificate is provided,
whereupon the Tier Level shall be determined by the then current
Leverage Ratio. Except as set forth above, each Applicable Percentage
shall be effective from one Calculation Date until the next Calculation
Date.
1.4 Approved Acquisition. The definition of "Approved
Acquisition", set forth in Section 1.1 of the Credit Agreement, is hereby
amended by (a) adding after the words "any Acquisition" appearing at the
beginning of clause (A) thereof the words "which is approved for consideration
hereunder as an "Approved Acquisition" by Administrative Agent, in its sole
discretion, and" (b) changing the ratio "4.5:1" in clause (viii) thereof to
"4.75:1", (b) changing the words and figure "Ten Million Dollars ($10,000,000)"
in clause (x) thereof to "Fifteen Million Dollars ($15,000,000)" and (c) by
changing clause (xi) thereof to clause (xii) and inserting therein the following
new clause (xi):
(xi) no Accounts or Inventory of any Acquisition Target
shall be included as Eligible Accounts Receivable or Eligible Inventory
hereunder unless approved by the Administrative Agent following such
field audit and other diligence as it shall deem appropriate;
1.5 Borrowing Base. Clause (2) of the definition of "Borrowing
Base", set forth in Section 1.1 of the Credit Agreement, is deleted in its
entirety and the following revised clause (2) is substituted in its place:
(2) an amount equal to the lesser of (i) the product of
the Eligible Inventory multiplied by the Applicable Inventory Advance
Rate (as hereinafter defined), but limited to Ten Million Dollars
($10,000,000) in the case of Qualified Inventory (as hereinafter
defined), or (ii) Fifty Million Dollars ($50,000,000); where
"Applicable Inventory Advance Rate" means (i) fifty-five percent (55%)
for Non-Qualified Inventory (as hereinafter defined); and (ii) seventy
percent (70%) for Qualified Inventory (as hereinafter defined) and
where (i) "Qualified Inventory" means Eligible Inventory meeting the
following conditions: (1) it is situated at an ISA Site pursuant to an
existing ISA which is then in effect with a Customer whose credit
quality has been approved by the Administrative Agent in its
commercially reasonable judgment; (2) Acknowledgment Agreements in
regard to such Inventory in form satisfactory to the Administrative
Agent have been duly executed and are then in effect, and (3) the ISA
or Customer Agreement contains "buyback" or "buyout" provisions with
respect to such Inventory satisfactory to the Administrative Agent; and
(iii) "Non-Qualified Inventory" means any Eligible Inventory except
Qualified Inventory, including
3
any Eligible Inventory at any ISA Site which fails to meet any one of
the foregoing criteria for "Qualified Inventory"; minus
1.6 Consolidated Fixed Charges. Clause (v) of the definition of
"Consolidated Fixed Charges", set forth in Section 1.1 of the Credit Agreement,
is deleted in its entirety and the following revised clause (v) is substituted
in its place:
(v) cash income taxes paid
1.7 Credit Documents. The definition of "Credit Documents," set
forth in Section 1.1 of the Credit Agreement, is hereby amended by adding
thereto at the end thereof the following:
The term "Credit Documents" shall not include, however,
Interest Rate Protection Agreements.
1.8 Eligible Accounts Receivable. The definition of "Eligible
Accounts Receivable", set forth in Section 1.1 of the Credit Agreement, is
hereby amended by inserting at the beginning of clause (vii) thereof (relative
to Accounts of account debtors that are the subject of bankruptcy or similar
proceedings) the phrase "unless otherwise agreed by the Administrative Agent in
its commercially reasonable judgment" followed by a comma.
1.9 Fee Letter. The definition of "Fee Letter", set forth in
Section 1.1 of the Credit Agreement, is hereby amended by changing the date
"December 5, 2000" therein to "April 4, 2003".
1.10 Letter of Credit Obligations. The definition of "Letter of
Credit Obligations", set forth in Section 1.1 of the Credit Agreement, is hereby
amended by deleting the last sentence thereof and substituting the following
sentence in its place:
Notwithstanding the foregoing, the term "Letter of Credit
Obligations," as and when used in this Credit Agreement for purposes of
determining compliance with borrowing limitations, shall mean, for
trade Letters of Credit only, an amount equal to one hundred percent
(100%) of such Letter of Credit Obligations, minus the product of the
then Applicable Inventory Advance Rate relative to Non-Qualified
Inventory multiplied by the cost of the goods being purchased with a
drawing under such letter of credit, plus duty, freight and costs of
transport relative to such goods.
1.11 Maturity Date. The definition of "Maturity Date", set forth in
Section 1.1 of the Credit Agreement, is hereby amended by changing the date
"March 31, 2004" therein to "May 28, 2006".
1.12 Obligations. The definition of "Obligations," set forth in
Section 1.1 of the Credit Agreement, is changed by adding thereto, as the end of
the last line thereof, after the word "individually," the following words:
including, without limitation, all indebtedness arising under or in
respect of the provision of any Cash Management Services.
4
1.13 Name Change. All references in the Credit Agreement and the
other Credit Documents to "First Union" or "First Union National Bank" or "First
Union Securities, Inc." henceforth shall be deemed to be references, instead, to
"Wachovia," "Wachovia Bank, National Association" and "Wachovia Securities
Corporation," respectively.
2. Collection. Not later than thirty (30) days after, the Second
Amendment Date, the Borrower shall have executed and delivered Lockbox
Agreements with Wachovia in anticipation of all existing Lockboxes and Lockbox
Accounts being transferred to Wachovia, and Wachovia becoming the sole Lockbox
Bank as soon as practicable thereafter.
3. Cash Control. Section 2.3(b)(ii)(C) of the Credit Agreement
(as previously amended) is hereby amended by changing the words and figure
"Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000)" therein to
"Fifteen Million Dollars ($15,000,000)."
4. Applications of Funds. Section 2.3 of the Credit Agreement
shall be further amended by adding thereto a new subsection (e), to read as
follows:
(e) All monies to be applied to the Obligations, whether
such monies represent voluntary payments by the Borrower or are
received pursuant to acceleration of the Obligations or realized from
any disposition of Collateral, shall be allocated among the
Administrative Agent, the Issuing Bank and such of the Lenders as are
entitled thereto (and, with respect to monies allocated to the Lenders,
on a pro rata basis unless and except to the extent otherwise expressly
provided herein), as follows: (i) to the Issuing Bank, to pay any
Issuing Bank Fees then due and payable; (ii) to the Issuing Bank, to
pay the amount of any drawings on any portion of the Letters of Credit
which the Issuing Bank has honored then due and payable and for which
the Issuing Bank has not been reimbursed by the Agent or the Revolving
Lenders in accordance with Section 3.4; (iii) to the Administrative
Agent, to fund any depositing of cash in respect of Letters of Credit
then required pursuant to Section 11.2; (iv) to the Administrative
Agent, to pay principal and accrued interest on any portion of the
Swingline Loans then due and payable and for which the Administrative
Agent has not been reimbursed by the Lenders in accordance with Section
2.10(b)(ii); (v) to the Administrative Agent, to pay principal and
accrued interest on any portion of the Revolving Loans which Agent may
have advanced on behalf of any Lenders and for which Agent has not been
reimbursed by such Lender or the Borrower, in accordance with Section
2.1(d), (vi) to the Administrative Agent, first, and then to the
Lenders, to pay the amount of expenses that have not been reimbursed,
respectively, to the Agent or the Lenders by the Borrower (or the other
Lenders, as applicable) in accordance with the terms of this Agreement,
together with any interest accrued thereon; (vii) to the Administrative
Agent, to pay any amounts owed under indemnification obligations that
have not been paid to the Administrative Agent by the Lenders or the
Borrower, together with interest accrued thereon; (viii) to the Lenders
for any amounts owed under
5
indemnification obligations that they have paid to the Administrative
Agent and for any expenses that they have reimbursed to the
Administrative Agent; (ix) to the Administrative Agent, to pay any
Administrative Agent's Fees due and payable; (x) to the Lenders, to pay
any Lenders' Fees and any Unused Line Fees then due and payable; (xi)
to the Lenders, to pay accrued interest on the Revolving Loans then due
and payable; (xii) to the Lenders, to pay Revolving Loans and any other
Obligations then due and payable, excluding, however, any arising in
respect of Cash Management Services or Interest Rate Protection
Agreements; (xiii) to any Lender party to any agreement respecting Cash
Management Services, to pay any Obligations then owing thereunder; and
(xiv) to any Lender party to an Interest Rate Protection Agreement, to
pay any Obligations then owing thereunder. The allocations set forth in
this subsection (e) are solely to determine the rights and priorities
of the Issuing Bank, the Administrative Agent and Lenders as among
themselves and may be changed by the Issuing Bank Administrative Agent
and Lenders at any time or from time to time without notice to or the
consent or approval of any Obligor.
5. Early Termination Fee. Section 4.11 of the Credit Agreement is
hereby deleted in its entirety, and the following revised Section 4.11 is
substituted in its place:
4.11 EARLY TERMINATION FEE.
In the event that, pursuant to Section 2.2(c), the Borrower
voluntarily prepays in full all Obligations and terminates all
Commitments at any time prior to the second anniversary of the Second
Amendment Date, then, notwithstanding any terms thereof or of this
Credit Agreement to the contrary, the Borrower shall pay to the
Administrative Agent, for the benefit of the Lenders, on the date on
which such prepayment and termination becomes effective, an early
termination fee, to compensate the Lenders for the loss of their
bargain, and not as a penalty, in an amount equal to the product of (i)
the original Revolving Credit Committed Amount; i.e., $100,000,000,
multiplied by (ii) a percentage, which shall equal (A) one percent
(1%), if the foregoing occurs on or prior to the first anniversary of
the Second Amendment Date, and (B) one-half of one percent (1/2%), if
the foregoing occurs after the first such anniversary but on or before
the second anniversary of the Second Amendment Date. This early
termination fee shall be in addition to, and separate from, any other
fees and charges associated with such prepayment and termination, as
provided herein or in any other Credit Document.
6. Borrowing Base Certificate Change. Existing Section 7.1(e) of
the Credit Agreement (as previously amended) is deleted in its entirety, and the
following revised Section 7.1(e) is substituted in its place:
(e) not later than 12:00 Noon on the second Business Day
of each week, a certificate, to be substantially in the form of Exhibit
T (the "Borrowing Base Certificate"), duly completed and certified by
an Authorized Officer of the Borrower, detailing the Obligors' Eligible
Accounts Receivable as of the most recent date of determination (which
shall be determined not less frequently than
6
monthly) and Eligible Inventory as of each Friday of the immediately
preceding week (unless the Administrative Agent requires otherwise, in
its commercially reasonable judgment). Notwithstanding the foregoing,
however, if (i) no Event of Default or Default exists, and (ii) Average
Excess Availability is at least Twenty Million Dollars ($20,000,000),
the Borrower, at its election, may defer the reporting of the Borrowing
Base from weekly to monthly, in which event such report shall be due
not later than the thirtieth (30th) day of each month (or if such day
is not a Business Day, then, on the next succeeding Business Day). In
addition, on the thirtieth (30th) day of each month (or if such day is
not a Business Day, then on the next succeeding Business Day), the
Borrower shall furnish a written report to the Lenders setting forth
(i) the accounts receivable aged trial balance at the immediately
preceding month end for each account debtor, aged by due date, which
aging reports shall indicate which Accounts are current, up to 30,
30-to-60 and over 60 days past due and shall list the names and
addresses of all applicable account debtors, (ii) a monthly accounts
payable aging with such aging to be in form satisfactory to the
Administrative Agent, (iii) a schedule of Inventory owned by each
Obligor by location and category, in summary form, together with, on at
least a quarterly basis, a detailed report in respect thereof, and (iv)
a monthly report on the addition of any new locations of Inventory
(including ISA Sites) and the entry into any new ISA. The
Administrative Agent may, but shall not be required to, rely on each
Borrowing Base Certificate delivered hereunder as accurately setting
forth the available Borrowing Base for all purposes of this Credit
Agreement until such time as a new Borrowing Base Certificate is
delivered to the Administrative Agent in accordance herewith; Borrowing
Base Certificates may be prepared and submitted to the Lenders on a
more frequent basis than weekly (or, in the Administrative Agent's
discretion, less frequently, but in no case less than monthly),
provided, however, that such certificate complies with the requirements
set forth elsewhere herein;
7. Minimum Tangible Net Worth. Section 8.4 of the Credit
Agreement is hereby deleted in its entirety and the following revised Section
8.4 is substituted in its place:
8.4 MINIMUM TANGIBLE NET WORTH.
The Borrower shall maintain a minimum Consolidated Tangible
Net Worth, measured quarterly, at the end of each fiscal quarter,
beginning on June 30, 2003, equal in amount to the sum of (i)
eighty-five percent (85%) of actual Tangible Net Worth as of December
31, 2002, as determined by the Administrative Agent from the Borrower's
audited financial statements for the fiscal year ended December 31,
2002 delivered pursuant to Section 7.1 (a) (the "Base Amount") plus
(ii) fifty percent (50%) of Consolidated Net Income (excluding losses),
determined quarterly for each fiscal quarter of the Borrower occurring
thereafter, commencing with the Fiscal Quarter ending March 31, 2003,
on a cumulative basis.
8. Appraisals. Section 14.8 of the Credit Agreement is hereby
amended by adding the following sentence at the end of such Section:
7
Without limitation of the foregoing, Obligors shall pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent in
connection with its obtaining, from time to time, as it shall determine
in its commercially reasonable judgment, appraisals of Obligors'
Inventory.
9. Conditions Precedent. The amendments set forth herein shall
not become effective unless and until (a) each Obligor shall have delivered to
the Administrative Agent copies of resolutions of its Board of Directors or
similar managing body approving and adopting this Amendment and any other Credit
Documents executed in connection with this Amendment, the transactions
contemplated herein and therein and authorizing the execution and delivery
hereof and thereof, certified by a secretary or assistant secretary of such
Obligor to be true and correct and in force and effect as of the Closing Date;
(b) each Obligor shall have delivered to the Administrative Agent copies of
certificates of good standing, existence or equivalent with respect to such
Obligor certified as of a recent date by the appropriate Governmental
Authorities of its state or other jurisdiction of incorporation; (c) each
Obligor shall have executed and delivered to the Administrative Agent an
amendment to the Security Agreement (which may be in the form of an amendment
and restatement, in its entirety, thereof) updating the terms thereof and
otherwise to be in a form and substance satisfactory to the Administrative
Agent; (d) to the extent not previously delivered to the Administrative Agent
pursuant to the Security Agreement each Obligor shall have endorsed and
delivered to the Administrative Agent as additional Collateral any Instrument
held by it; (f) each Obligor shall have delivered to the Administrative Agent
such other documents, instruments and agreements as it may request in connection
herewith; and (e) Borrower shall have paid to the Administrative Agent and
Lenders, as applicable, each of the fees payable to the Administrative Agent and
Lenders on the Amendment Date pursuant to that certain Fee Letter, dated as of
April 4, 2003 between Borrower and Administrative Agent.
10. Certain Representations And Warranties. Each Obligor
represents and warrants to the Lenders as inducements to their entry into this
Amendment that: (a) it has the power and authority to enter into, deliver and to
perform this Amendment and any Credit Documents to be executed and delivered in
connection herewith (herein, "Amendment Documents"), and to incur any
obligations provided for in this Amendment and any Amendment Documents, all of
which have been duly authorized and approved in accordance with its corporate
documents; (b) it has obtained all consents or approvals from any Person
necessary to permit it to enter into and perform under the Amendment Documents
without its being in violation of any material agreements with such Person; (c)
this Amendment, together with all other Amendment Documents, shall constitute,
when executed, its valid and legally binding obligations in accordance with
their respective terms; (d) except with respect to events or circumstances
occurring subsequent to the date thereof and known to the Lenders, all
representations and warranties made by it in the Credit Agreement remain true
and correct in all material respects as of the date hereof, with the same force
and effect as if all such representations and warranties were fully set forth
herein (except to the extent that any such representations or warranties refer
to a specific date or period); (e) its obligations under the Credit Agreement
and the other Credit Documents remain valid and enforceable obligations, and the
execution and delivery of the Amendment and the other Amendment Documents shall
not be construed as a novation of the Credit Agreement or any of the other
Credit Documents; (f) as of the Amendment Date, it has no knowledge of any
offsets or defenses existing in its favor in respect of the payment of any of
the
8
Obligations; and (g) as of the Amendment Date, after giving effect to this
Amendment, it has no knowledge that any Default or Event of Default exists.
11. Miscellaneous.
(a) Reference to Agreement and Note. This Amendment shall
become effective upon its execution by all parties hereto and, at such time, its
effective date shall be the date of this Amendment. Upon the effectiveness of
this Amendment, each reference in the Credit Agreement to "this Agreement" and
each reference in the other Credit Documents to the Loan Agreement, shall mean
and be a reference to the Credit Agreement as amended hereby.
(b) Effect on Credit Documents. Except as specifically
amended above, the Credit Agreement and all other Credit Documents shall remain
in full force and effect and are hereby ratified and confirmed.
(c) No Waiver. The execution, delivery and effectiveness
of this Amendment shall not operate as a waiver of any right, power, or remedy
of the Agent or Lenders under any of the Credit Documents, nor constitute a
waiver of any provision of any of the Credit Documents.
(d) Costs and Expenses. The Borrower agrees to pay on
demand all reasonable costs and expenses of the Administrative Agent in
connection with the preparation, reproduction, execution, and delivery of this
Amendment and the other instruments and documents to be delivered hereunder,
including the reasonable fees and out-of-pocket expenses of counsel for the
Agent with respect hereto. All such fees and charges, if not paid promptly when
due, may be charged directly as Revolving Loans.
(e) No Novation. Nothing contained herein is intended, or
shall be construed, to constitute a novation of the Credit Agreement or any
Credit Document.
(f) Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of Georgia, without
giving effect to conflict of law provisions.
(g) Credit Document. This Amendment constitutes a Credit
Document. (a)
9
IN WITNESS WHEREOF the parties hereto have caused this Amendment to be
executed under seal and delivered by their proper and duly authorized officers
as of the date set forth above.
BORROWER:
INDUSTRIAL DISTRIBUTION GROUP, INC. (SEAL)
By: /s/ Xxxx X. Xxxxxx
------------------------------------------
Xxxx X. Xxxxxx, Senior Vice President
10
AFFILIATED GUARANTORS:
IDG USA, LLC (SEAL)
By: /s/ Xxxx X. Xxxxxx,
----------------------------
Xxxx X. Xxxxxx,
Secretary
11
XXXXXX BROS., INC. (SEAL)
By: /s/ Xxxx X. Xxxxxx,
----------------------------
Xxxx X. Xxxxxx,
Secretary
12
CARDINAL MACHINERY, INC. (SEAL)
By: /s/ Xxxx X. Xxxxxx,
----------------------------
Xxxx X. Xxxxxx,
Secretary
13
E.G. BLACKSTONE COMPANY (SEAL)
By: /s/ Xxxx X. Xxxxxx,
----------------------------
Xxxx X. Xxxxxx,
Secretary
14
IDG-MEXICO, INC. (SEAL)
By: /s/ Xxxx X. Xxxxxx,
----------------------------
Xxxx X. Xxxxxx,
Secretary
15
THE NEW ENGLAND GROUP INDUSTRIAL
DISTRIBUTORS, INC. (SEAL)
By: /s/ Xxxx X. Xxxxxx,
----------------------------
Xxxx X. Xxxxxx,
Secretary
16
ADMINISTRATIVE AGENT AND LENDER:
WACHOVIA BANK, NATIONAL (SEAL)
ASSOCIATION, as Administrative Agent and
as a Lender
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxxx
-------------------------------
Title: Vice President
-------------------------------
17
OTHER LENDERS:
FLEET CAPITAL CORPORATION, (SEAL)
as Documentation Agent and as a Lender
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
------------------------------------
Title: AVP
------------------------------------
18
BANK OF AMERICA, N.A., (SEAL)
as Syndication Agent and as a Lender
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
19
PNC BANK, NATIONAL ASSOCIATION, (SEAL)
as a Lender
By: /s/ Jundie Cademan
-------------------------------------
Name: Jundie Cademan
Title: Vice President
20
WHITEHALL BUSINESS CREDIT (SEAL)
CORPORATION, as a Lender
By: /s/ Xxxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxxx Xxxxx
Title: V.P.
21
