FIRST AMENDMENT TO
AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
(this "Amendment"), dated as of October 18, 1999, is among XXXXX INVESTMENT
COMPANY (the "Borrower"), XXXXX INDUSTRIES, INC. (the "Parent"), BANKBOSTON,
N.A., as the administrative agent (the "Administrative Agent") and competitive
bid agent (and together with the Administrative Agent, the "Agents") for the
lending institutions listed on Schedule 1 to the Credit Agreement (the
"Banks"), and the Banks.
WHEREAS, the Borrower, the Parent, the Agents and the Banks are parties
to that certain Amended and Restated Revolving Credit Agreement, dated as of
March 27, 1998 (the "Credit Agreement"), pursuant to which the Banks, upon
certain terms and conditions, have made loans to the Borrower; and
WHEREAS, the Borrower has requested that the Banks agree, and the Banks
have agreed, on the terms and subject to the conditions set forth herein, to
make certain changes to, and to waive certain provisions of, the Credit
Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.
2. Amendment of Credit Agreement. The Credit Agreement is hereby
amended as follows:
(a) The first paragraph of the preamble to the Credit Agreement is
amended by deleting clause (b) of such paragraph in its entirety and restating
it as follows:
(b) XXXXX INDUSTRIES, INC. (the "Parent"), a Delaware
corporation having its principal place of business at 000 Xxxxxxxx
Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 and XXXXX REGULATOR
COMPANY ("WRC"), a Massachusetts corporation having its principal
place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxx,
Xxxxxxxxxxxxx 00000, as guarantors hereunder (each a "Guarantor"
and together the "Guarantors"),
(b) Section 1.1 of the Credit Agreement is amended as follows:
(i) the definition of Applicable Margin contained in such
1.1 is amended by deleting the table set forth in such
definition and replacing it in its entirety with the
following table:
Rating
S&P/Xxxxx'x
Applicable
Margin
A-/A-1 - A-3 or Higher
0.40%
BBB+/Baa1
0.55%
BBB/Baa2
0.65%
BBB-/Baa3
0.75%
BB+/Ba1
1.00%
Less than BB+/Ba1
1.25%
(ii) the definition of Consolidated Net Worth contained in
such 1.1 is amended by inserting immediately after the
words "Consolidated Total Liabilities" the words ", minus
any adjustments to shareholder equity arising solely as a
result of currency translation adjustments,".
(iii) the definition of Facility Fee Rate contained in such
1.1 is amended by deleting the table set forth in such
definition and replacing it in its entirety with the
following table:
Rating
S&P/Xxxxx'x
Facility Fee
Rate
A-/A-1 - A-3 or
Higher
.100%
BBB+/Baa1
.150%
BBB/Baa2
.175%
BBB-/Baa3
.200%
BB+/Ba1
.225%
Less than BB+/Ba1
.275%
(iv) the definition of Loan Documents contained in such 1.1
is amended by inserting immediately after the words
"Credit Agreement" the words ",the Joinder Agreements,
the Assumption Agreement,".
(c) Section 1.1 of the Credit Agreement is further amended by adding
the following new definitions to such 1.1 in the appropriate alphabetical
order:
Assumption Agreement. The Assumption Agreement, dated as of
October 18, 1999, among the Borrower, the Parent, WRC, Xxxxxxx
Valve, Inc. and CIRCOR International, Inc.
Guarantor(s). As defined in the preamble hereto.
IDB Obligations. The obligations of (i) WRC under the
Irrevocable Letter of Credit No. SO45494, dated September 29,
1994 and expiring no later than September 1, 2002, in the
initial stated amount of $5,250,000 issued by First Union
National Bank to State Street Bank and Trust Company, successor
in interest to BankBoston, N.A. (f/k/a The First National Bank
of Boston) as Trustee and (ii) WRC and the Parent under the
Letter of Credit, Reimbursement and Guaranty Agreement (as
amended and in effect), dated as of September 1, 1994, among
WRC, the Parent and First Union National Bank (formerly known
as First Union National Bank of North Carolina).
Joinder Agreements. The Joinder Agreement, dated as of October
18, 1999, executed by WRC and agreed to by the Administrative
Agent and such other joinder agreements entered into from time
to time by Subsidiaries or Affiliates of the Borrower or the
Parent and in form and substance satisfactory to the
Administrative Agent.
WRC. As defined in the preamble hereto.
(d) Section 2.2 of the Credit Agreement is amended by (i) deleting the
heading "Facility Fee" and substituting "Facility Fee; Utilization Fee"
therefor, (ii) inserting a new subsection heading "2.2.1. Facility Fee"
immediately before the first sentence of 2.2 and (iii) adding the following
new subsection immediately after subsection 2.2.1:
2.2.2 Utilization Fee. The Borrower agrees to pay to the
Administrative Agent for the accounts of the Banks in
accordance with their respective Commitment Percentages a
utilization fee equal to 0.10% per annum of the sum of the
outstanding Revolving Credit Loans plus the outstanding
Competitive Bid Loans for each day during each calendar quarter
that the aggregate outstanding amount of the Loans exceeds
fifty percent (50%) of the Total Commitment. The utilization
fee shall be payable quarterly in arrears on the first day of
each calendar quarter for the immediately preceding calendar
quarter. The first payment of the utilization fee, if any,
shall be due and payable on January 1, 2000 and shall apply to
the period commencing on the effective date of this Amendment
and ending on December 31, 1999, and the final payment of the
utilization fee, if any, shall be due and payable on the
Maturity Date or any earlier date on which the Commitments
shall terminate and shall apply to the calendar quarter or, as
the case may be, portion thereof immediately preceding such
date.
(e) Section 5 of the Credit Agreement is amended as follows:
(i) the first sentence of 5.1 is amended by deleting the text
"the Parent hereby unconditionally and irrevocably
guarantees" and substituting the following therefor:
each of the Guarantors hereby jointly and severally, and
unconditionally and irrevocably guarantees
(ii) Section 5.2 of the Credit Agreement is amended by deleting
such 5.2 in its entirety and restating it as follows:
5.2. Guaranty Absolute. Each of the Guarantors
guarantees that the Guaranteed Obligations will be paid
strictly in accordance with the terms hereof and of the
Notes, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of
such terms or the rights of the Banks with respect
thereto. The liability of each of the Guarantors under
this 5 with regard to the Guaranteed Obligations shall
be joint and several, and absolute and unconditional
irrespective of:
(i) any lack of validity or enforceability of this
Credit Agreement with respect to the Borrower
(with regard to such Guaranteed Obligations), the
Notes of the Borrower, the Loan Documents, or any
other agreement or instrument relating thereto;
(ii) any change in the time of, manner or place of
payment of, or in any other term of, all or any of
the Guaranteed Obligations or any other amendment
or waiver of or any consent to departure from this
Credit Agreement (with regard to such Guaranteed
Obligations) or the Notes of the Borrower;
(iii) any exchange, release or nonperfection of any
collateral, or any release or amendment or waiver
of or consent to departure from any other guaranty,
for all or any of the Guaranteed Obligations;
(iv) any change in ownership of the Borrower or any
Guarantor;
(v) any acceptance of any partial
payment(s) from the Borrower or any Guarantor;
(vi) any modification, release,
limitation on collection or conversion to equity of
the Borrower's obligation to pay as a result of the
bankruptcy or insolvency of the Borrower; or
(vii) any other circumstance which might otherwise
constitute a defense available to, or a discharge
of, the Borrower in respect of its Guaranteed
Obligations.
The obligations of each of the Guarantors contained in
this 5 shall continue to be effective or be reinstated,
as the case may be, if at any time any payment of any of
the Guaranteed Obligations is rescinded or must otherwise
be returned by the Banks or which is repaid by the Banks
in good faith settlement of a pending or a threatened
avoidance claim upon the insolvency, bankruptcy or
reorganization of the Borrower, any Guarantor or
otherwise, all as though such payment had not been made.
(iii) Section 5.3 is amended by deleting each reference to "of
the Parent" contained in such 5.3 and substituting the
following therefor: "each of the Guarantors".
(iv) Sections 5.4 and 5.5 are amended by deleting each
reference to "the Parent" or "The Parent" contained in
such 5.4 and 5.5 and substituting the following
therefor: "each of the Guarantors" or, as the case may
be, "Each of the Guarantors".
(f) Section 6.4.1 of the Credit Agreement is amended by deleting (i)
the words "The Borrower and each of its Subsidiaries" and substituting "The
Parent, the Borrower and each of their Subsidiaries" therefor and (ii) the
date "June 30" and substituting "December 31" therefor.
(g) Section 8 of the Credit Agreement is amended by adding the
following new 8.10 at the end of such 8:
8.10. Pro Rata Sharing of Collateral. Neither the Borrower
nor the Parent will, nor will they permit any of their
subsidiaries to, grant a security interest in, or pledge any
of, their property or assets to the Administrative Agent on
behalf of the Banks and the Agents to secure the Obligations
unless appropriate arrangements are made to secure the
Obligations and the IDB Obligations on a pro rata basis.
(h) Section 9.1 of the Credit Agreement is amended by adding the
following text immediately after the ratio "3.00:1.00":
;provided, however, until four (4) full fiscal quarters of the
Parent and the Borrower have elapsed after September 30, 1999,
the applicable calculations for determination of the Fixed
Charge Ratio for the shorter periods of one, two and three full
fiscal quarters following September 30, 1999 shall be
annualized by multiplying the relevant amounts by: (i) for the
period of one full fiscal quarter following September 30, 1999,
the number 4, (ii) for the period of two full fiscal quarters
following September 30, 1999, the number 2, and (iii) for the
period of three full fiscal quarters following September 30,
1999, the number 1.33.
(i) Section 9.2 of the Credit Agreement is amended by deleting the
table set forth in such 9.2 and restating it in its entirety as follows :
Period
Ratio
Closing Date- June 30, 1998
0.42:1.00
July 1, 1998-September 30, 1999
0.40:1.00
October 1, 1999-March 30, 2001
0.46:1.00
March 31, 2001-June 29, 2001
0.45:1.00
June 30, 2001- September 29, 2001
0.44:1.00
September 30, 2001 and thereafter
0.43:1.00
(j) Sections 6, 6.1-6.3, 6.6-6.14, 6.16, 6.18-6.21, 7, 7.1-7.3, 7.5-
7.13, 8, 8.1-8.3, 8.5-8.7, 8.9, 11.1, 12.1(c)-(j) and (l), 12.2, 13-19, 21, 25
and 26 of the Credit Agreement are amended as follows:
(i) each reference to "the Borrower and the Parent" contained in
such Sections shall be deleted and "the Borrower, WRC and the Parent"
substituted therefor;
(ii) each reference to "the Borrower or the Parent" contained in
such Sections shall be deleted and "the Borrower, WRC or the Parent"
substituted therefor;
(iii) each reference to "the Borrower, the Parent" contained in
such Sections shall be deleted and "the Borrower, WRC, the Parent"
substituted therefor;
(iv) each reference to "neither the Borrower or the Parent"
contained in such Sections shall be deleted and "none of the Borrower,
WRC or the Parent" substituted therefor;
(v) each reference to "the Borrower's, the Parent's" contained
in such Sections shall be deleted and "the Borrower's, WRC's, the
Parent's" substituted therefor; and
(vi) each reference to "the Borrower's and the Parent's"
contained in such Sections shall be deleted and "the Borrower's, WRC's
and the Parent's" substituted therefor.
(k) Section 12.1(m) of the Credit Agreement is amended by adding at
the beginning of such 12.1(m) the text "the Borrower shall cease to own,
directly or indirectly 100% of the capital stock of WRC;";
(l) Section 20(b) of the Credit Agreement is amended by adding after
each reference to "the Parent" contained in such 20(b) the words "or WRC";
and
(m) Schedules 1, 6.3, 6.18, 6.19, 8.1, 8.2, and 8.3 to the Credit
Agreement are amended by deleting such Schedules and substituting the attached
Schedule 1, 6.3, 6.19, 8.1, 8.2, and 8.3 therefor.
3. Limited Waivers.
(a) The Parent and Borrower have informed the Agents and the Banks
that (i) the Parent and its Subsidiaries intend to transfer all of the assets
and liabilities associated with the Parent's Instrumentation and Fluid
Regulation Products Group (including, but not limited to, Aerodyne Controls,
Atkomatic Valve, Circle Seal Controls, Inc., Go Regulator, Inc., Xxxx, Inc.,
Xxxxxx Controls, Inc., Xxxxxxxxx Steam Trap and Xxxxxx Engineering Company,
Inc.,) and Petrochemical Products Group (including, but not limited to,
Contromatics Industrial Products, Eagle Check Valve, KF Industries, Inc.,
Pibiviesse SpA, Suzhou Xxxxx Valve Co., Ltd., SSI Equipment Inc. and Telford
Valve and Specialties, Inc.) to CIRCOR International, Inc., a newly formed
affiliate of the Parent ("CIRCOR") and its Subsidiaries which transfer shall
in no event include the direct and indirect Subsidiaries of the Parent set
forth on Schedule 6.19 attached hereto, (ii) the Parent and the Borrower and
their respective Subsidiaries intend to effect a settlement of intercompany
accounts, indemnification obligations and certain other arrangements among the
Parent, CIRCOR and their respective Subsidiaries, including without
limitation, certain supply arrangements, certain licensing arrangements, and
the assumption and transfer of all of the outstanding Indebtedness of the
Borrower under the Credit Agreement as of the effective date of this Amendment
to certain Subsidiaries of the Parent and CIRCOR pursuant to an Assumption
Agreement, dated as of October18, 1999, among the Borrower, WRC, Xxxxxxx
Valve, Inc., CIRCOR (WRC, Xxxxxxx Valve, Inc. and CIRCOR referred to herein
collectively as the "Assuming Parties") and the Administrative Agent (the
"Assumption Agreement") which, upon giving effect thereto, would, inter alia,
result in each Assuming Party becoming a "Borrower" under the Credit Agreement
with respect to the assumed Indebtedness described therein, (iii) the Borrower
intends to transfer all of its assets other than the stock of WRC to WRC and
(iv) the Parent and its Subsidiaries intend to effect a series of internal
contributions and spin-offs ultimately resulting in the spin-off of CIRCOR to
the stockholders of the Parent pursuant to a stock dividend, in the case of
each of clauses (i) - (iv) as more fully described in the Distribution
Agreement (the "Distribution Agreement"), dated as of October 1, 1999, between
the Parent and CIRCOR, the Form 00 Xxxxxxxxxxx Xxxxxxxxx xx XXXXXX dated
October 6, 1999, the Reorganization Agreement (the "Reorganization
Agreement"), dated as of October 4, 1999, among the Parent, the Borrower,
Xxxxxxx valve, Inc., CIRCOR, Circle Seal Controls, Inc., WRC, Xxxxxxx
Investment Company and CIRCOR IP Holding Co., and the private letter ruling
issued by the Internal Revenue Service on September 13, 1999 (the "PLR"),
copies of each of which are attached hereto (all of such transactions referred
to herein collectively as the "Spin-Off"). Pursuant to (i) 8.5.2 of the
Credit Agreement, none of the Parent or any of its Subsidiaries is permitted
to dispose of its assets (including capital stock) other than the sale of
inventory and obsolete equipment in the ordinary course of business or by the
sale in one or more arms-length transactions having a cumulative aggregate
sales price not in excess of $100,000,000 in any fiscal year or $150,000,000
during the term of the Credit Agreement and (ii) 19.9 of the Credit
Agreement, the Borrower is not permitted to assign or transfer any of its
rights or obligations under any of the Loan Documents without the prior
written consent of each of the Banks. Accordingly, the Spin-Off would result
in the breach of certain representations, warranties and covenants set forth
in the Credit Agreement, including without limitations, 8.5.2 and 19.9.
(b) The Parent and the Borrower have also informed the Agents and the
Banks that the Parent, the Borrower and their Subsidiaries have changed the
date of their respective fiscal year ends from June 30 to December 31.
Pursuant to 7.5.4 of the Credit Agreement such change may not be made unless
the Parent, the Borrower and their Subsidiaries have given the Administrative
Agent not less than sixty (60) days prior written notice of such proposed
change.
(c) The Parent and the Borrower have requested that the Banks (i)
waive all terms and conditions of the Credit Agreement required solely to
effect the Spin-Off and consent to the assumption of Indebtedness arrangements
contemplated by the Assumption Agreement and (ii) waive the sixty (60) day
notice period required pursuant to 7.5.4 of the Credit Agreement prior to the
Parent, the Borrower and their Subsidiaries changing the date of their
respective fiscal year ends from June 30 to December 31. Upon the
effectiveness of this Amendment, the Banks hereby waive all terms and
conditions of the Credit Agreement required solely to effect the Spin-Off and
consent to the assumption and transfer of Indebtedness arrangements
contemplated by the Assumption Agreement, and waive such sixty (60) day notice
period; provided, however, the transfer of Indebtedness contemplated by the
Assumption Agreement shall not release, diminish or modify in any respect the
repayment obligations of the Borrower or the guaranty obligations of the
Guarantors set forth in the Credit Agreement with respect to such
Indebtedness;
4. Affirmation and Acknowledgment of the Borrower and the Parent. Each of
the Borrower and the Parent hereby ratifies and confirms all of its
Obligations to the Banks and the Agents, including, without limitation, the
Loans, and the Borrower hereby affirms its absolute and unconditional promise
to pay to the Banks and the Agents the Loans and all other amounts due under
the Credit Agreement as amended hereby.
5. Representations and Warranties. Each of the Borrower and the Parent
hereby represents and warrants to the Agents and the Banks as follows:
(a) The execution and delivery by the Borrower and the Parent of this
Amendment, and the performance by the Borrower and the Parent of its
obligations and agreements under this Amendment and the Credit Agreement as
amended hereby, are within the corporate authority of the Borrower and the
Parent, have been authorized by all necessary corporate proceedings on behalf
of the Borrower and the Parent, and do not and will not contravene any
provision of law, statute, rule or regulation to which the Borrower, the
Parent or any of their Subsidiaries is subject or any of the Borrower's or the
Parent's charter, other incorporation papers, by-laws or any stock provision
or any amendment thereof or of any indenture, agreement, instrument or
undertaking binding upon the Borrower or the Parent.
(b) This Amendment and the Credit Agreement as amended hereby
constitute legal, valid and binding obligations of the Borrower and the
Parent, enforceable in accordance with their respective terms, except as
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting generally the enforcement of creditors' rights.
(c) No approval or consent of, or filing with, any governmental agency
or authority is required to make valid and legally binding the execution,
delivery or performance by the Borrower or the Parent of this Amendment or the
Credit Agreement as amended hereby, or the consummation by the Borrower or the
Parent of the transactions among the parties contemplated hereby and thereby
or referred to herein.
(d) The representations and warranties contained in 6 of the Credit
Agreement were true and correct in all material respects at and as of the date
made or claimed to have been made. After giving effect to this Amendment and
except to the extent of changes resulting from transactions contemplated or
permitted by the Credit Agreement (including the Spin-Off) and changes
occurring in the ordinary course of business that singly or in the aggregate
are not materially adverse and to the extent such representations and
warranties relate expressly to an earlier date, such representations and
warranties also are true and correct in all material respects at and as of the
date hereof.
(e) Each of the Borrower and the Parent has performed and complied in
all material respects with all terms and conditions herein and in the Credit
Agreement required to be performed or complied with by it prior to or at the
time hereof, and as of the date hereof, after giving effect to the provisions
hereof, there exists no Default or Event of Default.
6. Amendment Fee. The Borrower shall pay to the Administrative Agent for
the account of the Banks in accordance with their respective Commitment
Percentages an amendment fee of $200,000 (the "Amendment Fee") on or prior to
the effective date of this Amendment.
7. Effectiveness. This Amendment shall be deemed to be effective as of
October 18, 1999 upon receipt by the Administrative Agent on or before October
18, 1999 of each of the following:
(a) facsimile copies of original counterparts (to be followed promptly
by original counterparts) or original counterparts of this Amendment, duly
authorized, executed and delivered by each of the Borrower, the Parent, the
Agents and the Banks;
(b) an original Joinder Agreement, duly authorized, executed and
delivered by WRC and the documents specified therein;
(c) an original Assumption Agreement, duly authorized, executed and
delivered by the Borrower, the Parent, WRC, Xxxxxxx Valve, Inc., CIRCOR and
the Administrative Agent;
(d) a copy of the fully executed Distribution Agreement, the
Reorganization Agreement, each in form and substance satisfactory to the
Banks, the Form 00 Xxxxxxxxxxx Xxxxxxxxx xx XXXXXX dated October 6, 1999 and a
copy of the PLR;
(e) on the effective date of the Spin-Off, after giving effect
thereto, the aggregate outstanding amount of the Loans shall not exceed
$25,000,000;
(f) copies of the Parent's, the Borrower's, WRC's, Xxxxxxx Valve,
Inc.'s, and CIRCOR's charter documents certified by the Secretary of State of
their respective State(s) of incorporation and their respective By-Laws, in
each case accompanied by a certificate of a duly authorized officer of each of
the Parent, the Borrower, WRC, Xxxxxxx Valve, Inc. and CIRCOR, as the case may
be, certifying that their respective charter documents and By-Laws are in full
force and in effect as of the effective date of this Amendment and as to the
incumbency and genuineness of the signature of each officer thereof authorized
to sign this Amendment, the Assumption Agreement and/or the Joinder Agreement;
(g) a certificate of a duly authorized officer of each of the Parent,
the Borrower, WRC, Xxxxxxx Valve, Inc. and CIRCOR certifying that the
resolutions attached thereto are the true, correct and complete set of
resolutions adopted by the Board of Directors of the Parent, the Borrower,
WRC, Xxxxxxx Valve, Inc. and CIRCOR approving and authorizing, to the extent
applicable, the execution of this Amendment, the Spin-Off, the transfer of
assets from the Borrower to WRC, the assumption of Indebtedness contemplated
by the Assumption Agreement, the change in the date of the fiscal year end of
each of the Parent and the Borrower, and all the terms and conditions
contained herein;
(h) updated Schedules 6.3, 6.18, 6.19, 8.1, 8.2, and 8.3 to the Credit
Agreement; and
(i) the Amendment Fee.
8. No Other Amendment or Waiver. Nothing contained in the Amendment shall
be construed to imply a willingness on the part of the Banks to grant any
similar or future amendments or waivers to any of the terms and conditions of
(i) the Credit Agreement, (ii) the other Loan Documents and (iii) any other
document or agreement between any Bank and the Borrower, the Parent , or any
Subsidiary or affiliate thereof.
9. Miscellaneous Provisions.
(a) Except as otherwise expressly provided by this Amendment, all of
the terms, conditions and provisions of the Credit Agreement shall remain the
same. It is declared and agreed by each of the parties hereto that the Credit
Agreement, as amended hereby, shall continue in full force and effect, and
that this Amendment and the Credit Agreement shall be read and construed as
one instrument.
(b) THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER
SEAL AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS.
(c) This Amendment may be executed in any number of counterparts, but
all such counterparts shall together constitute but one instrument. In making
proof of this Amendment it shall not be necessary to produce or account for
more than one counterpart signed by each party hereto by and against which
enforcement hereof is sought.
(d) Pursuant to 15 of the Credit Agreement, the Borrower hereby
agrees to pay to the Administrative Agent, on demand by the Administrative
Agent, all reasonable out-of-pocket costs and expenses incurred or sustained
by the Administrative Agent in connection with the preparation of this
Amendment (including reasonable legal fees and disbursements).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
XXXXX INVESTMENT COMPANY
By:_____________________________________
Name:
Title:
XXXXX INDUSTRIES, INC.
By:_____________________________________
Name:
Title:
BANKBOSTON, N.A., individually and as
Administrative Agent and Competitive
Bid Agent
By:_____________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:_____________________________________
Name:
Title:
MELLON BANK, N.A.
By:_____________________________________
Name:
Title:
XXXXX BROTHERS XXXXXXXX & CO.
By:_____________________________________
Name:
Title:
THE CHASE MANHATTAN BANK
By:_____________________________________
Name:
Title:
SCHEDULE 1
Banks, Commitments, Commitment Percentages,
Domestic Lending Offices, Eurodollar Lending Offices
Bank
Bank
Amount
Commitment
Percentage
Domestic Lending Office:
Eurodollar
Lending Office:
BankBoston, N.A.
Same
$28,000,000
28%
000 Xxxxxxx Xxxxxx, 00-00-00
Xxxxxx, XX 00000
Attn: Xxxx X Xxxxx
The Chase Manhattan Bank
Same
$22,000,000
22%
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: A. Xxxx Xxxxxx
Mellon Bank, N.A.
Same
$22,000,000
22%
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
First Union National Bank
Same
$22,000,000
22%
One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxx Xxxxxxx
Xxxxx Brothers Xxxxxxxx & Co.
Same
$6,000,000
6%
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx X. Xxxxx
TOTAL
$100,000,000
100.0%
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