Exhibit 10.41
AMENDMENT
THIS AMENDMENT ("Amendment") is entered into as of the 2nd day of
July, 1998 by and among Deutsche Financial Services Corporation, as Agent
and a Lender ("Agent") the other Lender signatories hereto ("Lenders") and
Government Technology Services, Inc. ("Borrower").
RECITALS
Agent, Lenders (and/or their successors by assignment, as applicable)
and Borrower are parties to that certain Second Amended and Restated
Business Credit and Security Agreement dated as of July 28, 1997 (as
amended from time to time, the "Credit Agreement"). Capitalized terms used
but not defined herein shall have the meanings given them in the Credit
Agreement. National Bank of Canada ("NBC"), a Lender, has delivered
written notice of its intention not to renew its Commitment for the
one-year renewal period which would commence on July 28, 1998. In
connection with: (i) such termination by NBC, (ii) the purchase by Fleet
Capital Corporation ("Fleet") of a Commitment in the Total Credit, as
described more fully herein, and (iii) certain other amendments to the
Credit Agreement, as described more fully herein; Borrower, Fleet, Lenders
and Agent now desire to amend certain provisions of the Credit Agreement on
and subject to the terms hereof.
NOW, THEREFORE, in consideration of the forgoing premises and for
other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Amendment Effective Date; Settlement.
(i) Notwithstanding anything herein to the contrary, this
Amendment shall only become effective (the "Amendment Effective Date") when
(a) the Borrower, the Agent, each Lender and Fleet shall have signed a
counterpart hereof (whether the same or different counterparts) and shall
have delivered (including by way of facsimile transmissions) the same to
Agent at its address indicated in the Credit Agreement, and (b) Fleet shall
have delivered to the Agent for the account of the Lenders, an amount equal
to Fleet's relevant Pro Rata Share of the principal amount of the
outstanding Loans and any accrued and unpaid interest under the Credit
Agreement.
(ii) Upon such acceptance and recording by the Agent, and payment
of the amounts described above, from and after the Amendment Effective
Date, the Agent shall make all payments under the Credit Agreement in
respect of Fleet's interest acquired hereby (including, without limitation,
all payments or principal, interest and fees (if applicable) with respect
thereto) to Fleet as a Lender.
2. NBC. As of the Amendment Effective Date, NBC shall no longer be a
Lender under the Credit Agreement and the other Loan Documents. Agent and
NBC shall have, on or prior to the Amendment Effective Date, settled all
balances and other issues necessary towards elimination of NBC's Commitment
and other related matters.
3. Fleet.
(i) As of the Amendment Effective Date, Fleet shall be and become
a Lender under the Credit Agreement and the other Loan Documents, in the
amount and on such terms as set forth herein and therein. Fleet hereby:
(a) confirms that it has received a copy of the Credit Agreement and the
other Loan Documents, together with copies of the financial statements
referred to therein and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter
into this Amendment and to become a Lender; (b) agrees that it will,
independently and without reliance upon the Agent, or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (c) appoints and authorizes the Agent to
take such actions as agent on its behalf and to exercise such powers under
the Credit Agreement and the other Loan Documents as are delegated to the
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; and (d) agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Credit
Agreement and the other Loan Documents are required to be performed by it
as a Lender.
(ii) Neither Agent or any Lender makes any representation or
warranty to Fleet and assumes no responsibility with respect to the
financial condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under the Credit Agreement or any other
Loan Document.
(iii) Fleet's address for notice purposes under the Credit
Agreement shall be as follows:
Address: 0000 X.X. Xxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
Fax No.: (000) 000-0000
Fleet's wiring instructions are as follows:
Bank: Fleet Bank
ABA Routing No.: 011 900 571
Account No.: 000-000-0000
Reference: GTSI
4. Commitments; Pro Rata Shares. Upon the Amendment Effective Date,
each Lender and Fleet agrees and confirms that its Commitment under the
Credit Agreement shall be as set forth on Exhibit A, attached hereto and
incorporated herein, which Exhibit A shall also amend the Credit Agreement
regarding the subject matter thereof. Each Lender and Fleet hereby agrees
that upon the Amendment Effective Date, its Commitment and corresponding
Pro Rata Share shall be determined in accordance with Exhibit A hereto.
5. Amendments to Credit Agreement. Upon the Amendment Effective Date,
the Credit Agreement shall be amended as follows:
(i) "Seasonal Reduction Period". The term "Seasonal Reduction
Period" is hereby deleted from Section 2 of the Credit Agreement and each
and every reference to such term therein and in any other Loan Document, is
also deleted in its entirety.
(ii) Seasonal Periods. The following new defined terms are hereby
inserted into Section 2 of the Credit Agreement:
"'First Seasonal Period' shall mean the period from February 1 through
April 30 in any calendar year.
'Second Seasonal Period' shall mean the period from May 1 through June
30 in any calendar year.
'Third Seasonal Period' shall mean the period from July 1 through
September 30 in any calendar year.
'Fourth Seasonal Period' shall mean the period from October 1 in any
calendar year through January 31 in the immediately succeeding
calendar year."
(iii) Majority Lenders. The definition of "Majority Lenders" in
Section 2 of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:
"'Majority Lenders' shall mean, at any date of determination thereof,
Lenders having Commitments representing at least 51% of the aggregate
Commitments at such time: provided, however, that if any Lender shall
be in breach of any of its obligations hereunder to Borrower or Agent,
including any breach resulting from its failure to honor its
Commitment in accordance with the terms of this Agreement, then, for
so long as such breach continues, the term 'Majority Lenders' shall
mean Lenders (excluding each Lender that is in breach of its
obligations hereunder) having Commitments representing at least 51% of
the aggregate Commitments at such time."
(iv) Credit Facility. The introductory paragraph to Section 3 of the
Credit Agreement is hereby deleted in its entirety and replaced with the
following:
"3. CREDIT FACILITY. In consideration of Borrower's payment and
performance of its Obligations and subject to the terms and conditions
contained in this Agreement, the Lenders agree to provide, and
Borrower agrees to accept, an aggregate credit facility of up to:
(i) Fifty Million Dollars ($50,000,000) during the First
Seasonal Period;
(ii) Thirty Million Dollars ($30,000,000) during the Second
Seasonal Period;
(iii) Fifty Million Dollars ($50,000,000) during the Third
Seasonal Period; and
(iv) Seventy-Five Million Dollars ($75,000,000) during the
Fourth Seasonal Period;
(collectively, the 'Total Credit'), on and subject to the terms hereof
(the 'Credit Facility')."
(v) Borrowing Base. Section 3.2 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
"3.2 Borrowing Base. On receipt of each Borrowing Base
Certificate in form and substance acceptable to Agent, which shall be
delivered with each Notice of Borrowing and at least weekly (the
'Borrowing Base Certificate'), Agent will credit Borrower with eighty
percent (80%) of the net amount of the Eligible Accounts which are,
absent error or other discrepancy, listed in such Borrowing Base
Certificate minus the face amount of all letters of credit issued or
guaranteed by an LC Guarantying Lender, minus any reserves established
pursuant to Section 3.12 hereof (the 'Borrowing Base'). For purposes
hereof, the net amount of Eligible Accounts at any time shall be the
face amount of such Eligible Accounts less any and all returns,
discounts (which may, at Agent's option, be calculated on shortest
terms), credits, rebates, allowances, or excise taxes of any nature at
any time issued, owing claimed by Account Debtors, granted,
outstanding, or payable in connection with such Accounts at such
time."
(vi) Interest; Calculation. Section 3.3(a) of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:
"(a) Interest Calculation. Borrower will pay interest on
the Daily Contract Balance (as defined below) at a rate equal to the
LIBOR Rate (Reserve Adjusted) plus two and forty-five one-hundredths
percent (2.45%) per annum. Commencing with the fiscal quarter of
Borrower ending September 30, 1998 and each quarter thereafter, if
Borrower's financial statements delivered to Agent pursuant to Section
3.11(e)(i) hereof or Borrower's 10Q Reports in the form delivered to
the Securities Exchange Commission, as applicable, for such quarter
indicate Borrower's achievement of all of its financial covenants as
set forth in Section 9.3 hereof, then from and after delivery of such
financial statements showing achievement of such amounts and provided
Borrower is not in Default hereunder, the rate of interest described
above will be reduced to (or maintained at, as applicable), the LIBOR
Rate (Reserve Adjusted) plus two and twenty-five one-hundredths
percent (2.25%) per annum. If, however, such financial statements
indicate Borrower has failed to achieve all of the financial covenants
set forth in Section 9.3 for such quarter, the rate of interest
described above will be increased to (or maintained at, as
applicable), the LIBOR Rate (Reserve Adjusted) plus two and forty-five
one-hundredths percent (2.45%) per annum. Such interest will: (i) be
computed based on a 360 day year; (ii) be calculated with respect to
each day by multiplying the Daily Rate (as defined below) by the Daily
Contract Balance; and (iii) accrue from the date Agent authorizes any
Electronic Transfer (as defined in Section 3.3(b) below) or otherwise
advances a Loan to or for the benefit of Borrower, until Agent
receives full payment of the Obligations Borrower owes the Lenders in
good funds and Agent applies such payment to Borrower's principal debt
in accordance with the terms of this Agreement. The 'Daily Rate' is
the quotient of the applicable annual rate provided herein divided by
360. The 'Daily Contract Balance' is the amount of outstanding
principal debt which Borrower owes Lenders on the Loans at the end of
each day (including the amount of all Electronic Transfers authorized)
after Agent has credited payments which it has received on the Loans."
(vii) Administration Fee. Section 3.4(b) of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:
"(b) Administration Fee. Borrower agrees to pay DFS, for DFS'
own account, for its services in acting as Agent hereunder, an annual
administration fee (the 'Administration Fee') in an amount equal to
Seventy Five Thousand Dollars ($75,000). The Administration Fee shall
be payable monthly, in arrears, in equal installments of $6,250, and
due pursuant to the applicable billing statement. Absent manifest
error, once received by DFS, no Administration Fee shall be refundable
by DFS for any reason, including early termination of this Agreement."
(viii) Unused Line Fee. Section 3.4(e) of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:
"(e) Unused Line Fee. To the extent the unused amount of the
Credit Facility exceeds thirty-three percent (33%) of the Total
Credit, Borrower agrees to pay Agent for the account of all Lenders an
unused line fee of three-hundred twenty-five one thousandths of one
percent (.325%) per annum on the daily average of the unused amount of
the Total Credit during the term of this Agreement and any renewal
term. Such unused line fee shall be payable monthly in arrears and
due pursuant to the applicable billing statement. Such unused amount
of the Credit Facility in any month shall mean the difference between
the Total Credit and the average Daily Contract Balance during such
month."
(ix) Letter of Credit Guarantees. Section 3.17(a) of the Credit
Agreement is hereby deleted in its entirety and replaced with the
following:
"(a) If requested to do so by Borrower, any Lender may, in its
sole discretion, for its own account, upon prior written notice to
Agent, execute a guaranty by which such Lender shall guaranty the
payment or performance by Borrower of its reimbursement obligation
with respect to letters of credit issued for Borrower's account by
another Person (such Lender being referred to as an 'LC Guarantying
Lender'); provided, however, that in no event shall any Lender be
obligated to guarantee any such letter of credit if: (i) Borrower's
obligations in respect of all such letters of credit then outstanding
in the aggregate exceed $5,000,000, or (ii) if the expiry date of any
such letter of credit shall or may under any circumstances occur on or
after the last day of the then-current term of this Agreement.
Borrower shall be absolutely and unconditionally liable to reimburse
such LC Guarantying Lender on demand for any liability such LC
Guarantying Lender may incur in connection with the issuance of any
such letters of credit or guarantees, and Borrower assumes all risks
in connection therewith. Borrower's obligation to reimburse any LC
Guarantying Lender hereunder may, at such LC Guarantying Lender's
option upon prior written notice to Agent, be funded by the making of
a Loan with the proceeds disbursed solely to such LC Guarantying
Lender, and in any case shall remain an Obligation of Borrower,
secured by the Collateral. All documentation pursuant to which such
transactions are consummated shall be delivered to Agent and shall be
deemed Loan Documents hereunder."
(x) Collection Days. Section 5.5 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
"5.5 Collection Days. Notwithstanding anything herein to the
contrary: (a) all cash, checks, instruments and other items of
payment, solely for purposes of determining the occurrence of a
Default or whether there is availability for any Loans, shall be
applied against the Obligations on the Business Day of receipt thereof
by Agent (if prior to 12:00 noon Eastern Standard Time); and (b)
solely for purposes of interest calculation hereunder, all amounts
received by Agent prior to 12:00 noon Eastern Standard Time will be
credited by Agent to Borrower's account one (1) Business Day after
Agent's receipt of notification from Borrower that good funds have
been deposited into the collection account established hereunder."
(xi) Capital Expenditures. Section 9.2.9 of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:
"9.2.9 Capital Expenditures. Borrower will not make, or commit
to make, any expenditure for capital improvements (including, without
limitation, capitalized leases) or the acquisition of capital goods in
excess of: (a) for the calendar year ending December 31, 1998, Six
Million Dollars ($6,000,000), and (b) for each calendar year
thereafter, One Million Seven Hundred Thousand Dollars ($1,700,000)."
(xii) Financial Covenants. Section 9.3.1 of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:
"9.3.1 Amounts. Borrower agrees that it will:
(a) at all times maintain a Tangible Net Worth plus Subordinated Debt
in the combined amount of not less than the amount shown below for the
period corresponding thereto:
Period Amount
----------------------------------------------------
Calendar quarter ending 3/31/98 $38,000,000
Calendar quarter ending 6/30/98 $40,000,000
Calendar quarter ending 9/30/98 $45,000,000
Calendar quarter ending 12/31/98
and each calendar quarter thereafter $47,000,000;
(b) at all times maintain a ratio of Debt minus Subordinated Debt to
Tangible Net Worth plus Subordinated Debt of not more than the amount
shown below for the period corresponding thereto:
Period Ratio
----------------------------------------------------
Calendar quarter ending 3/31/98 4.0 to 1.0
Calendar quarter ending 6/30/98 3.0 to 1.0
Calendar quarter ending 9/30/98 5.0 to 1.0
Calendar quarter ending 12/31/98
and each calendar quarter thereafter 3.5 to 1.0;
(c) at all times maintain a ratio of Current Assets to current
liabilities of not less than the amount shown below for the period
corresponding thereto:
Period Ratio
----------------------------------------------------
Calendar quarter ending 3/31/98 1.2 to 1.0
Calendar quarter ending 6/30/98 1.2 to 1.0
Calendar quarter ending 9/30/98 1.1 to 1.0
Calendar quarter ending 12/31/98
and each calendar quarter thereafter 1.2 to 1.0
(d) for the fiscal year of Borrower ending December 31, 1998, and each
and every fiscal year thereafter, Borrower shall achieve net income,
before giving effect to provisions for income taxes, of at least Two
Million Dollars ($2,000,000.00)."
(xiii) Successor Agent. Section 13.8 of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:
"13.8 Successor Agent. Subject to the appointment and acceptance
of a successor Agent as provided below, Agent may resign at any time
by giving at least 30 days written notice thereof to each Lender and
Borrower. Upon any such resignation, the Majority Lenders, after
prior consultation with (but without having to obtain consent of) each
Lender, shall have the right to appoint a successor Agent which shall
be (i) a Lender, (ii) a United States based affiliate of a Lender, or
(iii) a commercial bank that is organized under the laws of the United
States or of any State thereof which has a combined capital surplus of
at least $100,000,000 (or any asset based lending affiliate of any
such bank) and is reasonably acceptable to Borrower (and for purposes
hereof, any successor to DFS shall be deemed acceptable to Borrower);
provided, however, if there exists a Default or any event which, but
for the passage of time or notice, or both, would be a Default, then
there shall be no such obligation to seek or obtain Borrower's
acceptance. Upon the acceptance by a successor Agent of an
appointment as an Agent hereunder, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent without further act, deed
or conveyance, and the retiring Agent shall be discharged from its
duties and obligations hereunder. After any retiring Agent's
resignation hereunder as Agent, the provisions of this Section 13
(including the provisions of Section 13.5 hereof) shall continue in
effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Agent. Notwithstanding anything
to the contrary contained in this Agreement, any successor by merger
or acquisition of the stock or assets of DFS shall continue to be
Agent hereunder unless such successor shall resign in accordance with
the provisions hereof."
(xiv) Assignments. Sections 14.17 (a) and (b) of the Credit Agreement
are hereby deleted in their entirety and replaced with the following:
"(a) Assignments. Each Lender shall have the right, subject to
the further provisions of this Section 14.17, to sell, assign, or
negotiate all or any part of its interest in the Credit Facility,
Loans, and other rights and obligations under this Agreement and
related documents (such transfer, an 'Assignment') to any commercial
lender, other financial institution or other entity acceptable to
Agent and, provided no Default exists or there exists no event which,
but for the passage of time or notice, or both, would be a Default,
Borrower (which consent of Borrower shall not be unreasonably
withheld) (an 'Assignee'). Upon such Assignment becoming effective as
provided in Section 14.17(b), the assigning Lender shall be relieved
from the portion of the Credit Facility, obligations to indemnify the
Agent and other obligations hereunder to the extent assumed and
undertaken by the Assignee, and to such extent the Assignee shall have
the rights and obligations of a 'Lender' hereunder. Notwithstanding
the foregoing, unless otherwise consented to by Agent, (i) each
Assignment shall be of a constant, and not a varying, percentage of
the assigning Lender's interest in the Credit Facility, (ii) each
Assignment shall be in a principal amount of not less than $9,500,000
in the aggregate for all Loans and interest in the Credit Facility
assigned unless the Assignee shall, prior to such Assignment, already
be a Lender or an Assignee having an original interest in the Credit
Facility in excess of $9,500,000, (iii) such Assignee shall pay to
DFS, for DFS' own account, an administration and processing fee of
$10,000, and (iv) each Assignment shall be documented by an agreement
between the assigning Lender and the Assignee in a form acceptable to
Agent (an 'Assignment and Assumption Agreement').
(b) Effectiveness of Assignments. An Assignment shall become
effective hereunder when all of the following shall have occurred:
(i) any consents to such Assignment which may have been required as
provided in Section 14.17(a) above have been obtained, unless the
Assignee is already a Lender under this Agreement, (ii) the Assignee
shall have submitted the relevant Assignment and Assumption Agreement,
or other document in which the Assignee shall have agreed in writing,
among other things, to have irrevocably assumed and undertaken the
transferred portion of the assigning Lender's obligations hereunder
(including without limitation the obligations to indemnify the Agent
hereunder and to comply with Section 14.29), to the Agent with a copy
for the Borrower, and shall have provided to the Agent information the
Agent shall have reasonably requested to make payments to the
Assignee, and (iii) the assigning Lender and the Agent shall have
agreed upon a date upon which the Assignment shall become effective.
Upon the Assignment becoming effective, the Agent shall forward all
payments of interest, principal, fees and other amounts that would
have been made to the assigning Lender, in proportion to the
percentage of the assigning Lender's rights transferred, to the
Assignee."
(xv) Section 3.11(e)(vii). Section 3.11(e)(vii) of the Credit
Agreement is hereby deleted in its entirety and replaced with the
following:
"(vii) The President or Chief Financial Officer of Borrower will
certify to Agent within 45 days after the end of each fiscal quarter,
or more often if reasonably requested by Agent, that to the best of
his knowledge, after reasonable inquiry, Borrower is in compliance
with the Financial Covenants as set forth in Section 9.3 hereof, in a
form acceptable to Agent in its sole discretion;"
(xvi) Ineligible Accounts Amendment. Subsection "(m)" in the
definition of "Ineligible Accounts" in Section 2 of the Credit Agreement is
hereby deleted in its entirety.
(xvii) Obligations Amendment. The definition of "Obligations" in
Section 2 of the Credit Agreement is hereby deleted in its entirety and
replaced with the following new definition:
"'Obligations' shall mean all liabilities and indebtedness of any kind
and nature whatsoever now or hereafter arising, owing, due or payable
from Borrower (and/or any of its Subsidiaries and Affiliates) to the
Lenders, whether primary or secondary, joint or several, direct,
contingent, fixed or otherwise, secured or unsecured, or whether
arising under this Agreement or any other Loan Document now or
hereafter executed by Borrower (or any of its Subsidiaries or
Affiliates). Obligations will include, without limitation, any third
party claims against Borrower (or any of its Subsidiaries or
Affiliates) satisfied or acquired by the Agent or a Lender.
Obligations will also include all obligations of Borrower to pay: (a)
any and all sums reasonably advanced by the Agent or a Lender to
preserve or protect the Collateral or the value of the Collateral or
to preserve, protect, or perfect Agent's security interests in the
Collateral; (b) in the event of any proceeding to enforce the
collection of the Obligations after a Default, the reasonable expenses
of retaking, holding, preparing for sale, selling or otherwise
disposing of or realizing on the Collateral, or expenses of any
exercise by Agent or the Lenders of their rights, together with
reasonable attorneys' fees, expenses of collection and court costs, as
provided in the Loan Documents; and (c) any other indebtedness or
liability of Borrower to the Agent or a Lender arising under this
Agreement or any other Loan Document, whether direct or indirect,
absolute or contingent, now or hereafter arising."
6. No Claims. Borrower acknowledges that there are no existing
claims, defenses (personal or otherwise) or rights of setoff or recoupment
whatsoever with respect to any of the Loan Documents. Borrower agrees that
this Amendment in no way acts as a release or relinquishment of any Liens
or other rights in favor of Agent or any Lender.
7. Miscellaneous. Except to the extent specifically amended herein,
all terms and conditions of the Credit Agreement and the other Loan
Documents are hereby ratified and reaffirmed and shall remain in full force
and effect. Borrower waives notice of Agent's and each Lender's acceptance
of this Amendment. Agent and each Lender reserves all of their respective
rights and remedies under the Credit Agreement and other Loan Documents.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
GOVERNMENT TECHNOLOGY SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: CFO
DEUTSCHE FINANCIAL SERVICES CORPORATION,
as Agent and a Lender
By: /s/ Xxxx Xxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Regional Vice President
CRESTAR BANK, a Lender CONGRESS FINANCIAL CORPORATION,
a Lender
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxx
----------------------- ---------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxx Xxxxxx
Title: Vice President Title: Assistant Vice President
Date: 7/2/98 Date: 7/2/98
FLEET CAPITAL CORPORATION, a Lender
By: /s/ Xxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Date: 7/2/98
CONSENT AND ACKNOWLEDGMENT
The undersigned Guarantor hereby acknowledges and consents to the
terms of the foregoing Amendment, and does hereby ratify and confirm its
Guaranty in all respects.
FALCON MICROSYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: CFO
Date: 7/2/98
EXHIBIT A
Lender First Second Third Fourth
(Pro Seasonal Seasonal Seasonal Seasonal
Rata Period Period Period Period
Share) Commitment Commitment Commitment Commitment
(Feb-Apr) (May-June) (July-Sept) (Oct-Jan)
--------------------------------------------------------------------------------------------------
DFS
(42.00%) $21,000,000 $12,600,000 $21,000,000 $31,500,000
Crestar
(12.67%) $ 6,335,000 $ 3,801,000 $ 6,335,000 $ 9,500,000
Congress
(12.67%) $ 6,335,000 $ 3,801,000 $ 6,335,000 $ 9,500,000
Fleet
(32.66%) $16,330,000 $ 9,698,000 $16,330,000 $24,500,000
--------------------------------------------------------------------------------------------------
Total of
Commitments $50,000,000 $30,000,000 $50,000,000 $75,000,000
=========== =========== =========== ===========
