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EXHIBIT 10.21
[CHASE LOGO]
SEVENTH AMENDMENT TO CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated
effective as of May 12, 2000 (the "Effective Date"), is among CRAFTMADE
INTERNATIONAL, INC., a Delaware corporation, DUROCRAFT INTERNATIONAL, INC., a
Texas corporation, TRADE SOURCE INTERNATIONAL, INC., a Delaware corporation,
DESIGN TRENDS, LLC, a Delaware limited liability company (collectively, jointly
and severally, "Borrower"), C/D/R INCORPORATED, a Delaware corporation
("C/D/R"), CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as agent ("Agent"), and
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION and THE FROST NATIONAL BANK
(collectively, "Lenders").
PRELIMINARY STATEMENT
Agent, Lenders and Borrower are parties to a Credit Agreement dated as of
May 30, 1996, as amended by a First Amendment dated as of October 8, 1996, a
Second Amendment dated as of November 1, 1997, a Third Amendment dated as of
July 1, 1998, a Fourth Amendment dated as of April 2, 1999, a Fifth Amendment
(in letter form) dated as of August 11, 1999 and a Sixth Amendment dated as of
November 12, 1999 (as so amended, the "Credit Agreement"). All capitalized terms
defined in the Credit Agreement and not otherwise defined in this Amendment
shall have the same meanings herein as in the Credit Agreement.
Agent, Lenders and Borrower have agreed to amend the Credit Agreement to
modify the terms of the existing indebtedness and provide for additional credit,
subject to the terms and conditions of the Credit Agreement as amended hereby,
and in which Design Trends, LLC, shall become a party hereto as of the date
hereof, and to effect certain other desired changes.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, Agent, Lenders and Borrower hereby agree as
follows:
Section 1. Addition of Definitions. The following definitions are hereby
added to Section 1 of the Credit Agreement:
""Craftmade Pledge Agreement" means the Pledge Agreement of
Craftmade International, Inc., in favor of the Agent and the
Lenders in substantially the form of EXHIBIT K hereto, as
the same may be amended, supplemented or otherwise modified
from time to time.
""Design Trends" means Design Trends, LLC, a Delaware
limited liability company."
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""Xxxxx Northwest Pledge Agreement" means the Pledge Agreement of Xxxxx
Northwest, LLC, a [DELAWARE] limited liability company, in favor of the
Agent and the Lenders in substantially the form of EXHIBIT L hereto, as the
same may be amended, supplemented or otherwise modified from time to time."
""Revolving Credit Commitment" shall mean, for each Lender, the obligation
of such Lender to make Revolving Credit Loans in an aggregate principal
amount at any one time outstanding up to but not exceeding $8,000,000 (in
each case as the same may be reduced from time to time pursuant to Section
2.7). The aggregate principal amount of the Revolving Credit Commitments is
$16,000,000."
""Revolving Credit Maturity Date" shall mean November 30, 2001."
""Revolving Credit Termination Date" shall mean November 29, 2001."
""Revolving Credit Loans" shall mean Advances under the Revolving Credit
Commitment as provided for in Section 2.1."
""Revolving Credit Notes" shall mean the promissory notes provided for by
Section 2.2(a) and all promissory notes delivered in substitution or
exchange therefor, in each case as the same shall be modified and
supplemented and in effect from time to time."
""Term Loan Commitment" shall mean, for each Lender, the obligation of such
Lender to make a Term Loan in the principal amount of $1,500,000. The
original aggregate principal amount of the Term Loan Commitments is
$3,000,000."
""Term Loan Maturity Date" shall mean May 12, 2001."
""Term Loan Notes" shall mean the promissory notes provided for by Section
2.2(b) and all promissory notes delivered in substitution or exchange
therefor, in each case as the same shall be modified and supplemented and
in effect from time to time."
""Term Loans" shall mean an Advance under the Term Loan Commitment as
provided for by Section 2.1."
Section 2. Amendment of Definitions. The following definitions in Section 1
of the Credit Agreement are amended to read in their entirety as follows:
""Advance" means an advance of funds from time to time by Lenders to
Borrower under the Revolving Credit Commitment and a one time advance of
funds by Lenders to Borrower under the Term Loan Commitment."
""Applicable Rate" means:
(a) during the period that an Advance is a Prime Rate Advance, the
Prime Rate minus 1/2 of one percent (0.5%); and
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(b) during the period that an Advance is a Eurodollar Advance, the
Eurodollar Rate plus (i) at all times when the most recent compliance
certificate delivered in accordance with SECTION 7.1(c) shows that the
Funded Debt to EBITDA Ratio is less than 1.0 to 1.0, one and one-quarter
percent (1.25%), (ii) at all times when the most recent compliance
certificate delivered in accordance with SECTION 7.1(c) shows that the
Funded Debt to EBITDA Ratio is greater than or equal to 1.0 to 1.0, but
less than 1.5 to 1.0, one and one-half percent (1.5%), and (iii) at all
times when the most recent compliance certificate delivered in accordance
with SECTION 7.1(c) shows that the Funded Debt to EBITDA Ratio is greater
than or equal to 1.5 to 1.0, one and three-quarters percent (1.75%)."
""Borrowing Base" means, at any particular time, an amount equal to the sum
of (a) eighty percent (80%) of Eligible Accounts, plus (b) fifty-five
percent (55%) of Eligible Inventory, plus (c) prior to, but not on or
after, the end of the fiscal quarter of Borrowing ending on or nearest
September 30, 2000, $1,000,000; provided however, that the Eligible
Inventory component of the Borrowing Base, determined without regard to
clause (c) above, shall never be greater than fifty percent (50%) of the
aggregate amount of outstanding Advances.
""Collateral" includes (a) all of the collateral covered by the Craftmade
Security Agreement, the Durocraft Security Agreement, the Trade Source
Security Agreement, the Craftmade Pledge Agreement, the Xxxxx Northwest
Pledge Agreement and the Design Trends Security Agreement, (b) all of the
issued and outstanding capital stock of Durocraft, Trade Source, and C/D/R,
and the limited liability company interest of Design Trends, pledged to the
Agent and the Lenders pursuant to the Stock Pledge Agreement, the Craftmade
Pledge Agreement and the Xxxxx Northwest Pledge Agreement, (c) the issued
and outstanding stock of the Hong Kong Companies pledged to the Agent and
the Lenders (in the case of each Hong Kong Company being approximately 65%
of the total issued and outstanding capital stock of such Hong Kong
Company) and (d) the Assignment of Life Insurance."
""Closing Date" shall mean the date upon which the extension of credit is
made under the Term Loan Commitment."
""Commitments" shall mean the Revolving Credit Commitments and the Term
Loan Commitments, and Commitments means such obligation of all Lenders, as
such amounts may be reduced pursuant to SECTION 2.7 or otherwise."
Section 3. Amendment of Section 2.1. Section 2.1 is hereby amended to read
in its entirety as follows:
"Section 2.1 Advances. Subject to the terms and conditions of this
Agreement, each Lender severally agrees to make one or more Advances to
Borrower from time to time from the date hereof to and including the
Revolving Credit Termination Date under the Revolving Credit Commitment,
and a single Advance to Borrower on the Closing Date under the Term Loan
Commitment, provided that (a) the aggregate outstanding amount of all
Advances shall not at any time exceed the lesser of the Commitments or the
Borrowing Base and (b)
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the outstanding Advances supported only by the Eligible Inventory component
of the Borrowing Base (without giving effect to clause (c) of the
definition thereof) shall not at any time exceed fifty percent (50%) of the
aggregate outstanding amount of all Advances. Subject to the foregoing
limitations, and the other terms and provisions of this Agreement, Borrower
may borrow, repay, and, solely with respect to the Revolving Credit
Commitment, reborrow hereunder."
Section 4. Amendment of Section 2.2. Section 2.2 is hereby amended in its
entirety to read as follows:
"Section 2.2. The Notes. The obligation of Borrower to repay the Advances
shall be evidenced by the Notes (as specified below) executed and delivered
by Borrower, and payable to the order of each Lender, in the aggregate
principal amount of the Commitments and dated the date of the Seventh
Amendment to this Agreement.
(a) Revolving Credit Note. The Revolving Credit Loans made by each Lender
shall be evidenced by a single promissory note of Borrower substantially in
the form of Exhibit A-1, dated the date of the Seventh Amendment to this
Agreement, payable to such Lender in a principal amount equal to the amount
of its Revolving Credit Commitment as originally in effect and otherwise
duly completed.
(b) Term Note. The Term Loan made by each Lender shall be evidenced by a
single promissory note of Borrower substantially in the form of Exhibit
A-2, dated the date of the Seventh Amendment to this Agreement, payable to
such Lender in a principal amount equal to the amount of its Term Loan
Commitment and otherwise duly completed."
Section 5. Amendment of Section 2.3. Section 2.3 of the Credit Agreement is
hereby amended to read in its entirety:
"Section 2.3 Repayment of Advances. Borrower shall pay the unpaid principal
amounts of all Revolving Credit Loans on the Revolving Credit Maturity
Date. Borrower shall pay the unpaid principal amounts of each Lender's Term
Loan in equal quarterly installments of $375,000 on each of August 12,
2000, November 12, 2000, February 12, 2001 and May 12, 2001."
Section 6. Amendment of Section 6.18. Section 6.18 of the Credit Agreement
is hereby amended to read in its entirety as follows:
"Section 6.18 Security Interests and Liens. The Craftmade Security
Agreement, the Craftmade Pledge Agreement, the Durocraft Security
Agreement, the Trade Source Security Agreement, the Stock Pledge Agreement,
the Design Trends Pledge Agreement and the Assignment of Life Insurance
create in favor of the Agent and the Lenders valid and enforceable Liens on
the Collateral described therein, securing the payment and performance of
the Obligations, including without limitation, all future Advances pursuant
to this Agreement and the Notes and all extensions, renewals and other
modifications thereof. Upon the filing of Uniform Commercial Code Financing
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Statements naming Craftmade, Durocraft or Trade Source, as applicable, as
debtor and the Agent as secured party in the applicable jurisdictions set
forth in SCHEDULE 5 hereto and the release or assignment to Agent of the
Liens described on SCHEDULE 6 hereto, the Liens created by the Loan
Documents shall constitute perfected, first priority Liens upon the
Collateral which shall be superior and prior to the rights of all third
Persons now existing or hereafter arising."
Section 7. Amendment of Section 7.1(i). Section 7.1(i) of the Credit
Agreement is hereby amended to read in its entirety as follows:
"(i) Borrowing Base Report and Accounts Receivable Aging Report. As
soon as available, and in any event within thirty-five (35) days after the
end of each calendar month, a consolidated Borrowing Base Report and an
Accounts Receivable Aging Report, each certified by the chief executive
officer or chief financial officer of Borrower."
Section 8. Amendment of Section 8.4. The last proviso of Section 8.4 of the
Credit Agreement is hereby amended to read in its entirety as follows:
"provided, however, that (i) so long as no Potential Default or Event of
Default exists or would result, Borrower may purchase treasury stock during
the fiscal quarter ending on or nearest to June 30, 2000 for a total
consideration not to exceed $900,000 and (ii) at all times after the end of
the fiscal quarter ending on or nearest to December 31, 2000, Borrower may
purchase treasury stock only so long as the Consolidated Debt to
Consolidated Tangible Net Worth Ratio is not greater than 2.0 to 1.0, and
as a result of such purchase would not become over 2.0 to 1.0; in each
case, as described in clauses (i) and (ii) immediately above, as evidenced
by a Treasury Stock Purchase Compliance Certificate, substantially in the
form of Exhibit F-1 attached hereto, submitted to Agent showing the effect
of any potential treasury stock purchases contemplated by Borrower,
including during a thirty (30) day period commencing on the earlier of (i)
the date such Treasury Stock Purchase Compliance Certificate is sent to
Agent or (ii) the date of the initial treasury stock purchase covered by
such certificate."
Section 9. Amendment of Section 9.1. Section 9.1 of the Credit Agreement is
hereby amended to read in its entirety as follows:
"Section 9.1 Consolidated Debt to Consolidated Tangible Net Worth Ratio.
Borrower will maintain a Consolidated Debt to Consolidated Tangible Net
Worth Ratio of not greater than 2.6 to 1.0 at all times before September
30, 2000, of not greater than 2.4 to 1.0 at all times during the period
from and including September 30, 2000 through and including December 30,
2000, and of not greater than 2.25 to 1.0 on December 31, 2000 and at all
times thereafter."
Section 10. Amendment of Section 9.2. Section 9.2 of the Credit Agreement
is hereby amended to read in its entirety as follows:
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"Section 9.2 Capital Expenditures. Borrower will not permit the aggregate
capital expenditures of Borrower and its Subsidiaries to exceed Six Hundred
Thousand Dollars ($600,000) during any fiscal year; provided, however, that
during the fiscal year ending June 30, 2001 such limitation shall instead
be One Million Eight Hundred Thousand Dollars ($1,800,000)."
Section 11. Amendment of Section 9.3. Section 9.3 of the Credit Agreement
is hereby amended to read as follows:
"Section 9.3 Funded Debt to EBITDA Ratio. Borrower will at all times
maintain a Funded Debt to EBITDA Ratio, measured monthly in respect of the
twelve most recently completed calendar months, of not greater than 2.0 to
1.0 until December 31, 2000, and of not greater than 1.75 to 1.0 at all
times thereafter."
Section 12. Addition of Section 8.12. A new Section 8.12 of the Credit
Agreement is hereby added, to read in its entirety as follows:
"Section 8.12 Limited Liability Company Distributions. Borrower shall cause
each distribution by Design Trends (which in any case shall occur no more
frequently than quarterly) to not exceed twenty-five percent (25%) of
Design Trend's Net Income (calculated as if Design Trends were a C
corporation under the Code) for the preceding fiscal quarter."
Section 13. Addition of Section 8.13. A new Section 8.13 of the Credit
Agreement is hereby added, to read in its entirety as follows:
"Section 8.13 Royalties, Etc. from Licensing Agreements. Borrower shall
cause any and all current licensing agreements between Borrower, its
Subsidiaries and affiliates, considered as one party in interest and/or Xxx
Xxxxx and his affiliates, considered as the other party in interest, to not
be modified, amended or rescinded, without Agent's prior written consent.
Without limiting the foregoing, neither of the two existing agreements will
be modified to permit royalties or fees or other payments (other than
distributions, limited as aforesaid) to Xxx Xxxxx and/or his affiliates."
Section 14. Amendment of Section 9.4. Section 9.4 of the Credit Agreement
is hereby amended to read in its entirety as follows:
"Section 9.4 Fixed Charge Coverage Ratio. Borrower will at all times
maintain a Fixed Charge Coverage Ratio of greater than 1.05 to 1.0. Such
ratio shall be first determined for the fiscal quarter ending June 30,
2000; thereafter, the determination period shall accumulate until four
consecutive fiscal quarters have been completed; thereafter, such ratio
shall be determined with respect to the four most recently completed fiscal
quarters."
Section 15. Amendment and Restatement of Exhibits. Exhibit A to the Credit
Agreement is hereby amended and restated in its entirety to be in the form of
Exhibits A-1 and A-2 to this Amendment. Exhibits C, F and F-1 to the Credit
Agreement are hereby amended and
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restated in their entireties to be in the form of Exhibits C, F and F-1,
respectively, to this Amendment.
Section 16. Representations; No Event of Default. Borrower hereby
represents and warrants to Agent and Lenders that:
- the execution, delivery and performance of this Amendment and any and all
other Loan Documents executed and delivered in connection with this
Amendment have been authorized by all requisite corporate (or company, as
applicable) action on the part of Borrower and Guarantor and will not
violate the certificate of incorporation or articles of incorporation (or
other charter documents), as applicable, or bylaws of any of Borrower or
Guarantor; and
- neither the certificate of incorporation or articles of incorporation (or
other charter documents), as applicable, nor bylaws of any of Borrower or
Guarantor have been amended or revoked since May 30, 1996 (or, in the case
of Design Trends, ever amended), except as certified in writing to Agent
and Lenders by Borrower or Guarantor contemporaneously with the execution
and delivery of this Amendment; and
- the representations and warranties contained in the Credit Agreement, as
amended hereby, and any other Loan Document, are true and correct on and as
of the date hereof as though made on and as of the date hereof; and
- as of the date of this Amendment, no Event of Default has occurred and is
continuing and no event or condition has occurred that with the giving of
notice or lapse of time or both would be an Event of Default (and in this
connection Lenders hereby waive the Events of Default that occurred prior
to the date of this Agreement (a) under Section 9.1 and (b) of treasury
stock purchases in excess of the limitation set forth in Section 8.4); and
- each of Borrower and Guarantor is in full compliance with all covenants and
agreements contained in the Credit Agreement, as amended hereby.
Section 17. Conditions Precedent. The effectiveness of this Amendment shall
be subject to the following conditions precedent:
- Each Lender shall have received two promissory notes of Borrower payable to
the order of such Lender, in substantially the form of EXHIBIT A-1 and
EXHIBIT A-2 hereto, with appropriate completion, which promissory notes
shall be in modification, increase and replacement of (but not in
extinguishment of) that certain promissory note payable to such Lender in
the form of EXHIBIT A to the Credit Agreement (before giving effect to this
Amendment), and dated as of November 12, 1999 and in the stated maximum
principal amount of $8,000,000; and
- Lenders shall have received the Craftmade Pledge Agreement (together with
the limited liability company certificate, duly endorsed in blank,
contemplated to be pledged thereby); and
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- Lenders shall have received the Xxxxx Northwest Pledge Agreement (together
with the limited liability company certificate, duly endorsed in blank,
contemplated to be pledged thereby); and
- Lenders shall have received a consent from Design Trends, LLC consenting to
the pledge to the Agent of the limited liability company interest thereof
held by Craftmade International, Inc.; and
- Lenders shall have received a consent from Design Trends, LLC, consenting
to the pledge to the agent of the limited liability company interest
thereof held by Xxxxx Northwest, LLC; and
- Lenders shall have received an assignment from Design Trends, LLC,
assigning as collateral its interest under any and all current licensing
agreements, including but not limited to, that certain licensing agreement
among Xxxxx Northwest, LLC and Design Trends, LLC, dated August 3, 1999;
and
- Lenders shall have received a consent from Xxxxx Northwest, LLC, consenting
to the assignment of Design Trend, LLC's interest under any and all current
licensing agreements, including but not limited to, that certain licensing
agreement among Xxxxx Northwest, LLC and Design Trends, LLC, dated August
3, 1999; and
- Lenders shall have received Uniform Commercial Code financing statements or
amendments executed by Design Trends, and covering such Collateral of
Design Trends as the Agent may request, and Uniform Commercial Code
termination statements, assignments or lien subordination agreements as the
Agent may request; and
- Lenders shall have received a Secretary's Certificate from the secretary or
assistant secretary of Borrower and Guarantor certifying and attaching
appropriate corporate resolutions regarding the transactions contemplated
hereby, and statements of incumbency; and
- Lenders shall have received such other documents incidental and appropriate
to the transactions provided for herein as Lenders or their counsel may
reasonably request, and all such documents shall be in form and substance
reasonably satisfactory to Lenders; and
- All legal matters incident to the consummation of the transactions
contemplated hereby shall be reasonably satisfactory to special counsel for
Lenders retained at the expense of Borrower.
Section 18. Guaranty. C/D/R hereby acknowledges, consents and agrees to
this Amendment and (a) acknowledges that its obligations under that certain
Guaranty Agreement executed by it effective as of May 30, 1996, in favor of
Agent and Lenders, includes a guaranty of all of the obligations, indebtedness
and liabilities of Borrower under the Credit Agreement as amended by this
Amendment (specifically including the increased principal amount of $19,000,000
potentially available under the Credit Agreement), (b) represents to Agent and
Lenders that such
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Guaranty remains in full force and effect and shall continue to be its legal,
valid and binding obligation, enforceable against it in accordance with its
terms, and (c) agrees that this Amendment and all documents executed in
connection herewith do not operate, and that the prior amendments to the Credit
Agreement and all documents executed in connection therewith have not operated,
to reduce or discharge its obligations under such Guaranty.
Section 19. Ratification. Borrower acknowledges that each of the Loan
Documents is in all respects ratified and confirmed, and all of the rights,
powers and privileges created by this Amendment or under the Loan Documents are
ratified, extended, carried forward and remain in full force and effect except
as the Credit Agreement is amended by this Amendment. Except as expressly
amended by this Amendment, the Credit Agreement is and shall be unchanged.
Section 20. Liens and Security Interests. Borrower hereby extends and
renews the Liens and security interests previously granted to Agent and Lenders
and agrees that this Amendment shall in no manner affect or impair any Liens or
security interests previously granted. Borrower hereby acknowledges that such
Liens and security interests (a) secure all Debt to Lenders, specifically
including the term loan facility created by this Amendment, and (b) are valid
and existing.
Section 21. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed an original and all of which taken
together shall constitute but one and the same agreement.
Section 22. Joint and Several; Loan Documents. Any and all obligations of
Borrower under the Loan Documents are joint and several, whether or not
expressly so stated. This Amendment shall be included within the definition of
"Loan Documents" as used in the Agreement. The "Agreement" as used in the Credit
Agreement is a reference to the Credit Agreement as amended by this Amendment.
Borrower agrees, acknowledges and confirms that any and all references to
Craftmade International, Inc., Durocraft International, Inc., and Trade Source
International, Inc. as Borrower, shall now include Design Trends, LLC, as set
forth in this Amendment, and that Design Trends is henceforth a Borrower for
purposes of the Loan Documents and any and all documents issued in connection
therewith, whether or not expressly so stated.
Section 23. Enforceability. Borrower and Guarantor hereby represent and
warrant that, as of the date of this Amendment, the Credit Agreement and all
documents and instruments executed in connection therewith are in full force and
effect and that there are no claims, counterclaims, offsets or defenses to any
of such documents or instruments.
Section 24. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND AS APPLICABLE,
THE LAWS OF THE UNITED STATES OF AMERICA.
THIS WRITTEN AMENDMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE A "LOAN
AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE CODE,
AND REPRESENT THE FINAL
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AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed effective as of the Effective Date.
BORROWER: CRAFTMADE INTERNATIONAL, INC.
By: /s/ XXXXX X. XXXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
DUROCRAFT INTERNATIONAL, INC.
By: /s/ XXXXX X. XXXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
TRADE SOURCE INTERNATIONAL, INC.
By: /s/ XXXXX X. XXXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
DESIGN TRENDS, LLC
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
SEVENTH AMENDMENT TO CREDIT AGREEMENT - PAGE 10
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GUARANTOR: C/D/R INCORPORATED
By: /s/ XXXXXXXX CRIMINGS
-----------------------------
Name: Xxxxxxxx Crimings
Title: President
LENDERS: CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Agent and as Lender
By: /s/ XXXXX X. XXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
THE FROST NATIONAL BANK
By: /s/ D. XXXXXXX XXXXXXX
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Name: D. Xxxxxxx Xxxxxxx
Title: Senior Vice President
SEVENTH AMENDMENT TO CREDIT AGREEMENT - PAGE 11
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BORROWING BASE REPORT
EXHIBIT C
Chase Bank of Texas, National Association, as Agent
Attention: Xxxxx X. Xxxxxx, Vice President
000 Xxxx Xxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxx, Xxxxx 00000
Gentlemen:
This Borrowing Base Report, for the month ending ____________, ____, is
executed and delivered pursuant to that certain Credit Agreement (the "Credit
Agreement") dated as of May 30, 1996, as amended, among Craftmade International,
Inc., DuroCraft International, Inc., Trade Source International, Inc., Chase
Bank of Texas, National Association, as Agent, and the Lenders parties thereto.
All capitalized terms used therein have the meanings assigned to them in the
Credit Agreement.
The undersigned, an authorized officer of Borrower, on behalf of Borrower
hereby represents and warrants to Agent and Lenders that:
- all information contained herein is true, correct and complete; and
- the total Eligible Accounts and Eligible Inventory referred to below
represent the Eligible Accounts and Eligible Inventory that qualify for purposes
of determining the Borrowing Base under the Credit Agreement; and
- attached hereto as Exhibit "A" is a true, correct and complete Accounts
Receivable Aging Report dated as of the date hereof.
1. Eligible Accounts
(a) Gross Accounts $__________
(b) Less:
(i) Accounts over 60 days past due $__________
(ii) Accounts, not already included in (i), of any
account debtor whose accounts total $150,000.00 or
more if 20% of the dollar amount of all accounts
of such account debtor are 60 days or more past
due. [Applicable only if 18% or more of Borrower's
total Accounts are 60 days or more past due. %
currently past due _________]. $__________
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(iii) Affiliate Accounts $__________
(iv) Accounts subject to setoff or dispute $__________
(v) Other ineligibles $__________
(vi) Total Ineligible Accounts
(sum of lines (i)-(v)) $__________
(c) Total Eligible Accounts
(line (a) minus line (b)(vi)) $__________ x 80% = $__________
2. Eligible Inventory
(a) Gross finished inventory
(at lesser of cost or market) $__________
(b) Gross unassembled lamp parts
(at lesser of cost or market) $__________
(c) Total Gross Inventory
(sum of (a) + (b)) $__________
(d) Less: Ineligibles $__________
(e) Total Eligible Inventory
(line (c) minus line (d)) $__________ x 55% = $__________
3. Total Borrowing Base
(line 1(c) plus line 2(e) plus, if on or
before the end of the fiscal quarter
ending nearest September 30, 2000,
$1,000,000) $__________
4. Outstanding principal amount
of Advances (including unpaid amounts
of $_________ (please complete) under
term loans in the original principal amount
of $3,000,000) $__________
5. Net Availability
(a) (Lesser of Commitments [minus
outstanding face amount of Letters
of Credit] or Borrowing Base
(line 3)) minus line 4 $__________
(b) Outstanding Advances supported
BORROWING BASE REPORT - PAGE 2
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by Eligible Inventory (not to
exceed 50% of line 4) $__________
(c) Amount by which line 5(b)
exceeds 50% of line 4 $__________
If the amount listed on line 5(a) is a negative number or if any amount is
listed on line 5(c), then Borrower will promptly repay such amount plus accrued
interest thereon to Agent, for the ratable benefit of Lenders, in accordance
with the Credit Agreement.
The undersigned authorized officer of Borrower further represents and
warrants on behalf of Borrower to Agent and Lenders that the representations and
warranties contained in Article 6 of the Credit Agreement and in each of the
other Loan Documents are true and correct on and as of the date of this report
as if made on and as of the date hereof, and that no Event of Default or
Potential Default has occurred and is continuing.
Date:
BORROWER:
CRAFTMADE INTERNATIONAL, INC.
By:
-----------------------------
Name: Xxxxx Xxxx
Title: Chief Financial Officer
DUROCRAFT INTERNATIONAL, INC.
By:
-----------------------------
Name: Xxxxx Xxxx
Title: Chief Financial Officer
TRADE SOURCE INTERNATIONAL, INC.
By:
-----------------------------
Name: Xxxxx Xxxx
Title: Chief Financial Officer
DESIGN TRENDS, LLC
By:
-----------------------------
Name:
--------------------------
Title:
--------------------------
BORROWING BASE REPORT - PAGE 3
15
EXHIBIT "A"
TO
BORROWING BASE REPORT
Accounts Receivable Aging Report
16
COVENANT COMPLIANCE CERTIFICATE EXHIBIT F
Chase Bank of Texas, National Association, as Agent
Attention: Xxxxx X. Xxxxxx, Vice President
000 Xxxx Xxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxx, Xxxxx 00000
Gentlemen:
This Covenant Compliance Certificate covers the period from __________, ___
to ___________, ____, and is delivered pursuant to that certain Credit Agreement
(the "Credit Agreement") dated as of May 30, 1996, as amended, among Craftmade
International, Inc., Design Trends, LLC, DuroCraft International, Inc., Trade
Source International, Inc., Chase Bank of Texas, National Association, as Agent,
and the Lenders parties thereto. All capitalized terms used herein, unless
otherwise defined herein, shall have the same meanings as set forth in the
Credit Agreement.
The undersigned, an authorized officer of Borrower, does hereby certify to
Agent and Lenders that:
1. No Default. To the best of the undersigned's knowledge, no Event of
Default and no Potential Default has occurred and is continuing (or if an
Event of Default or Potential Default has occurred and is continuing,
Exhibit "A" attached hereto outlines the nature thereof and the action
which is proposed to be taken by Borrower with respect thereto).
2. Consolidated Debt to Consolidated Tangible Net Worth Ratio (calculated
as provided for in Section 9.1 of the Credit Agreement)
(a) Consolidated Debt $
---------------
(b) Consolidated Tangible Net Worth $
---------------
(c) Ratio [(a) divided by (b)]
(must not be greater than 2.6 before 9-30-2000; 2.4
at 9-30-00 and thereafter until 12-30-00; 2.25 at
12-31-00 and thereafter)
---------------
3. Capital Expenditures
(the beginning of current fiscal year through date hereof,
must not exceed $600,000 in any fiscal year or, during
the fiscal year ending June 2001, $1,800,000) $
---------------
17
4. Funded Debt to EBITDA Ratio (calculated with respect to the twelve most
recently completed calendar months):
(a) Funded Debt $
--------------
Net income
(after interest & tax expenses) $
--------------
Plus: Interest Expense $
--------------
Plus: Tax Expense $
--------------
Plus: Depreciation $
--------------
Plus: Amortization $
--------------
(b) Equals: EBITDA $
--------------
Funded Debt to EBITDA Ratio
[(a) divided by (b)] (must not be greater
than 2.0 until 12-31-2000 and 1.75 thereafter) --------------
5. Applicable Rate Determination (applies only with respect to Eurodollar
Advances):
The Applicable Rate shall be determined according to the following under
the Funded Debt to EBIDTA Ratio, such ratio to be measured at end of
each calendar quarter for purposes of the Eurodollar Advances.
Funded Debt to EBIDTA ratio Circle One
--------------------------- ----------
Less than 1.0 to 1.0,
Applicable Rate equals Eurodollar Rate + 1.25%
Greater than or equal to 1.0 to 1.0
but less than 1.5 to 1.0,
Applicable Rate equals Eurodollar Rate + 1.5%
Greater than or equal to 1.5 to 1.0
Applicable Rate equals Eurodollar Rate + 1.75%
COVENANT COMPLIANCE CERTIFICATE - PAGE 2
18
7. Fixed Charge Coverage Ratio (calculated as provided in Section 9.4
of the Credit Agreement) - must be greater than 1.05; determined first for
the fiscal quarter ending June 30, 2000; thereafter determined on an
accumulated basis until four consecutive quarters are achieved, and
thereafter, with respect to the four most recently completed fiscal
quarters.:
EBITDA $
-----------------
Less: cash Tax Expense $
-----------------
Less: treasury stock repurchases $
-----------------
Equals: Numerator (i.e., cash for coverage) $
-----------------
Principal payments on Debt (including
prepayments of Mortgage Debt,
excluding payments on the revolver loan) $
-----------------
Plus: Interest Expense $
-----------------
Plus: cash dividends $
-----------------
Equals: Denominator (i.e., charges) $
-----------------
Numerator divided by denominator = ___________ to 1.0
Attached hereto are Schedules setting forth the calculations supporting the
computations set forth in Items 2, 3, 4, 5 and 6 of this Covenant Compliance
Certificate. All information contained herein and on the attached Schedules is
true, complete and correct.
IN WITNESS WHEREOF, the undersigned has executed this certificate effective
this ______ day of __________.
CRAFTMADE INTERNATIONAL, INC.
By:
--------------------------------
Name: Xxxxx Xxxx
Title: Chief Financial Officer
DUROCRAFT INTERNATIONAL, INC.
By:
--------------------------------
Name: Xxxxx Xxxx
Title: Chief Financial Officer
COVENANT COMPLIANCE CERTIFICATE - PAGE 3
19
TRADE SOURCE INTERNATIONAL, INC.
By:
--------------------------------
Name: Xxxxx Xxxx
Title: Chief Financial Officer
DESIGN TRENDS, LLC
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
COVENANT COMPLIANCE CERTIFICATE - PAGE 4
20
EXHIBIT A-1
REVOLVING CREDIT NOTE
$8,000,000.00 Dallas, Texas May 12, 2000
FOR VALUE RECEIVED, the undersigned CRAFTMADE INTERNATIONAL, INC., a
Delaware corporation, DUROCRAFT INTERNATIONAL, INC., a Texas corporation, DESIGN
TRENDS, and TRADE SOURCE INTERNATIONAL, INC., a Delaware corporation (jointly
and severally, "Maker"), hereby promise to pay to the order of ______ ("Payee"),
at the offices of Agent at 0000 Xxxx Xxxxxx, X.X. Xxx 000000, Xxxxxx, Xxxxxx
Xxxxxx, Xxxxx 00000-0000, in lawful money of the United States of America, the
principal sum of EIGHT MILLION DOLLARS AND 00/100ths ($8,000,000.00), or so much
thereof as may be advanced and outstanding hereunder, together with interest on
the outstanding principal balance as hereinafter described.
This Note is one of the Notes provided for in that certain Credit Agreement
dated as of May 30, 1996 among Maker, Chase Bank of Texas, National Association
(formerly named Texas Commerce Bank National Association) as Agent, and the
Lenders parties thereto (as the same may be amended or otherwise modified from
time to time, including most recently pursuant to that certain Seventh Amendment
to Credit Agreement of even date herewith, the "Agreement"). Capitalized terms
not otherwise defined herein shall have the same meanings as set forth in the
Agreement. Reference is hereby made to the Agreement for provisions affecting
this Note, including, without limitation, provisions regarding the limitation of
interest charged hereunder, the Collateral securing this Note, Potential
Defaults and Events of Default and Payee's rights arising as a result of the
occurrence thereof.
Subject to the terms of the Agreement, the outstanding principal balance
hereunder shall bear interest prior to maturity at a varying rate per annum that
shall from day to day be equal to the lesser of (a) the Maximum Rate or (b) the
Applicable Rate, each such change in the rate of interest charged hereunder to
become effective, without notice to Maker, on the effective date of each change
in the Applicable Rate or the Maximum Rate, as the case may be; provided,
however, that if at any time the rate of interest specified in clause (b)
preceding shall exceed the Maximum Rate, thereby causing the interest rate
thereon to be limited to the Maximum Rate, then any subsequent reduction in the
Applicable Rate shall not reduce the rate of interest thereon below the Maximum
Rate until such time as the aggregate amount of interest accrued thereon equals
the aggregate amount of interest which would have accrued thereon if the
interest rate specified in clause (b) preceding shall at all times been in
effect. All outstanding principal advanced under this Note shall be due and
payable on the Revolving Credit Maturity Date. Accrued and unpaid interest on
this Note shall be due and payable on the last Business Day of each month,
commencing May 31, 2000, at the end of each Interest Period and on the Revolving
Credit Maturity Date. All past due principal and interest shall bear interest at
the Default Rate.
Interest on the indebtedness evidenced by this Note shall be computed on
the basis of a year of 360 days and the actual number of days elapsed (including
the first day but excluding the last day) unless such calculation would result
in a usurious rate, in which case interest shall be calculated on the basis of a
year of 365 or 366 days, as the case may be.
If the holder hereof expends any effort in any attempt to enforce payment
of all or any part
21
or installment of any sum due the holder hereunder, or if this Note is placed in
the hands of an attorney for collection, or if it is collected through any legal
proceedings, then Maker agrees to pay all costs, expenses and fees incurred by
the holder, including reasonable attorneys' fees.
This Note shall be governed by and construed in accordance with the laws of
the State of Texas and the applicable laws of the United States of America. This
Note is performable in Dallas County, Texas.
Maker and each surety, guarantor, endorser and other party ever liable for
payment of any sums of money payable on this Note jointly and severally waive
notice, presentment, demand for payment, protest, notice of protest and
non-payment or dishonor, notice of acceleration, notice of intent to accelerate,
notice of intent to demand, diligence in collecting, grace, and all other
formalities of any kind, and consent to all extensions without notice for any
period or periods of time and partial payments, before or after maturity, and
any impairment of any collateral securing this Note, all without prejudice to
the holder. The holder shall similarly have the right to deal in any way, at any
time, with one or more of the foregoing parties without notice to any other
party, and to grant any such party any extensions of time for payment of any of
said indebtedness, or to release or substitute part or all of the collateral
securing this Note, or to grant any other indulgences or forbearances
whatsoever, without notice to any other party and without in any way affecting
the personal liability of any party hereunder.
Maker hereby authorizes the holder hereof to record in its records all
advances made to Maker hereunder and all payments made on account of the
principal hereof, which records shall be prima facie evidence as to the
outstanding principal amount of this Note; provided, however, that any failure
by the holder hereof to make any such records shall not limit or otherwise
affect the obligations of Maker under the Agreement or this Note.
This Note is made and given in modification and replacement of (but not in
extinguishment of) that certain promissory note executed and delivered by Maker,
payable to the order of Payee, dated as of July 1, 1998, and in the stated
maximum principal amount of $7,000,000, as amended by that certain promissory
note executed and delivered by Maker, payable to the order of Payee dated
November 12, 1999, and in the stated maximum principal amount of $8,000,000.
PURSUANT TO SECTION 346.004 OF THE TEXAS FINANCE CODE, CHAPTER 346 OF THE
TEXAS FINANCE CODE SHALL NOT APPLY TO THIS NOTE, OR ANY ADVANCE OR LOAN
EVIDENCED BY THIS NOTE.
THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS AS WRITTEN,
REPRESENTS THE FINAL AGREEMENT BETWEEN MAKER AND PAYEE AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE.
PROMISSORY NOTE - PAGE 2
22
CRAFTMADE INTERNATIONAL, INC.
By:
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
DUROCRAFT INTERNATIONAL, INC.
By:
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
TRADE SOURCE INTERNATIONAL, INC.
By:
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
DESIGN TRENDS, LLC
By:
---------------------------
Name:
Title:
PROMISSORY NOTE - PAGE 3
23
TERM NOTE EXHIBIT A-2
$1,500,000.00 Dallas, Texas May 12, 2000
FOR VALUE RECEIVED, the undersigned CRAFTMADE INTERNATIONAL, INC., a
Delaware corporation, DUROCRAFT INTERNATIONAL, INC., a Texas corporation, DESIGN
TRENDS, and TRADE SOURCE INTERNATIONAL, INC., a Delaware corporation (jointly
and severally, "Maker"), hereby promise to pay to the order of ______ ("Payee"),
at the offices of Agent at 0000 Xxxx Xxxxxx, X.X. Xxx 000000, Xxxxxx, Xxxxxx
Xxxxxx, Xxxxx 00000-0000, in lawful money of the United States of America, the
principal sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS AND 00/100ths
($1,500,000.00), or so much thereof as may be advanced and outstanding
hereunder, together with interest on the outstanding principal balance as
hereinafter described.
This Note is one of the Notes provided for in that certain Credit Agreement
dated as of May 30, 1996 among Maker, Chase Bank of Texas, National Association
(formerly named Texas Commerce Bank National Association) as Agent, and the
Lenders parties thereto (as the same may be amended or otherwise modified from
time to time, including most recently pursuant to that certain Seventh Amendment
to Credit Agreement of even date herewith, the "Agreement"). Capitalized terms
not otherwise defined herein shall have the same meanings as set forth in the
Agreement. Reference is hereby made to the Agreement for provisions affecting
this Note, including, without limitation, provisions regarding the limitation of
interest charged hereunder, the Collateral securing this Note, Potential
Defaults and Events of Default and Payee's rights arising as a result of the
occurrence thereof.
Subject to the terms of the Agreement, the outstanding principal balance
hereunder shall bear interest prior to maturity at a varying rate per annum that
shall from day to day be equal to the lesser of (a) the Maximum Rate or (b) the
Applicable Rate, each such change in the rate of interest charged hereunder to
become effective, without notice to Maker, on the effective date of each change
in the Applicable Rate or the Maximum Rate, as the case may be; provided,
however, that if at any time the rate of interest specified in clause (b)
preceding shall exceed the Maximum Rate, thereby causing the interest rate
thereon to be limited to the Maximum Rate, then any subsequent reduction in the
Applicable Rate shall not reduce the rate of interest thereon below the Maximum
Rate until such time as the aggregate amount of interest accrued thereon equals
the aggregate amount of interest which would have accrued thereon if the
interest rate specified in clause (b) preceding shall at all times been in
effect. The outstanding principal of this Note shall be due and payable as set
forth in the Credit Agreement, as amended. All past due principal and interest
shall bear interest at the Default Rate.
Interest on the indebtedness evidenced by this Note shall be computed on
the basis of a year of 360 days and the actual number of days elapsed (including
the first day but excluding the last day) unless such calculation would result
in a usurious rate, in which case interest shall be calculated on the basis of a
year of 365 or 366 days, as the case may be.
If the holder hereof expends any effort in any attempt to enforce payment
of all or any part or installment of any sum due the holder hereunder, or if
this Note is placed in the hands of an attorney for collection, or if it is
collected through any legal proceedings, then Maker agrees to pay all costs,
expenses and fees incurred by the holder, including reasonable attorneys' fees.
24
This Note shall be governed by and construed in accordance with the laws of
the State of Texas and the applicable laws of the United States of America. This
Note is performable in Dallas County, Texas.
Maker and each surety, guarantor, endorser and other party ever liable for
payment of any sums of money payable on this Note jointly and severally waive
notice, presentment, demand for payment, protest, notice of protest and
non-payment or dishonor, notice of acceleration, notice of intent to accelerate,
notice of intent to demand, diligence in collecting, grace, and all other
formalities of any kind, and consent to all extensions without notice for any
period or periods of time and partial payments, before or after maturity, and
any impairment of any collateral securing this Note, all without prejudice to
the holder. The holder shall similarly have the right to deal in any way, at any
time, with one or more of the foregoing parties without notice to any other
party, and to grant any such party any extensions of time for payment of any of
said indebtedness, or to release or substitute part or all of the collateral
securing this Note, or to grant any other indulgences or forbearances
whatsoever, without notice to any other party and without in any way affecting
the personal liability of any party hereunder.
Maker hereby authorizes the holder hereof to record in its records all
advances made to Maker hereunder and all payments made on account of the
principal hereof, which records shall be prima facie evidence as to the
outstanding principal amount of this Note; provided, however, that any failure
by the holder hereof to make any such records shall not limit or otherwise
affect the obligations of Maker under the Agreement or this Note.
THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS AS WRITTEN,
REPRESENTS THE FINAL AGREEMENT BETWEEN MAKER AND PAYEE AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE.
CRAFTMADE INTERNATIONAL, INC.
By:
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
DUROCRAFT INTERNATIONAL, INC.
By:
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
PROMISSORY NOTE - PAGE 2
25
TRADE SOURCE INTERNATIONAL, INC.
By:
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
DESIGN TRENDS, LLC
By:
---------------------------
Name:
------------------------
Title:
------------------------
PROMISSORY NOTE - PAGE 3
26
EXHIBIT F-1
TREASURY STOCK PURCHASE COMPLIANCE CERTIFICATE
Chase Bank of Texas, National Association, as Agent
Attention: Xxxxx X. Xxxxxx, Vice President
000 Xxxx Xxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxx, Xxxxx 00000
Gentlemen:
This Treasury Stock Purchase Compliance Certificate covers the period from
__________, ____ to ___________, ____, and is delivered pursuant to that certain
Credit Agreement (the "Credit Agreement") dated as of May 30, 1996, as amended,
among Craftmade International, Inc., Design Trends, LLC, DuroCraft
International, Inc., Trade Source International, Inc., Chase Bank of Texas,
National Association, as Agent, and the Lenders parties thereto. All capitalized
terms used herein, unless otherwise defined herein, shall have the same meanings
as set forth in the Credit Agreement.
The undersigned, an authorized officer of Borrower, does hereby certify to
Agent and Lenders that:
1. No Default. To the best of the undersigned's knowledge, no Event of
Default and no Potential Default has occurred and is continuing (or if an
Event of Default or Potential Default has occurred and is continuing,
Exhibit "A" attached hereto outlines the nature thereof and the action
which is proposed to be taken by Borrower with respect thereto).
2. Consolidated Debt to Consolidated Tangible Net Worth Ratio (calculated
as provided for in Section 9.1 of the Credit Agreement)
(a) Consolidated Debt (including Debt to be incurred in connection
with Proposed Treasury Stock Purchase(s)) $
----------------
(b) Consolidated Tangible Net Worth $
----------------
(c) Minus: Proposed Treasury Stock Purchase(s) $
----------------
(d) Equals: Consolidated Tangible Net Worth (after Proposed Treasury
Stock Purchase(s)) $
----------------
(e) Ratio [(a) divided by (d)] (must not be greater than 2.6 until
9-30-2000; 2.4 at 9-30-2000 and thereafter through and at
11-30-2000; 2.25 thereafter through and at 12-30-00; and 2.0
thereafter) -----------------
TREASURY STOCK PURCHASE COMPLIANCE CERTIFICATE - PAGE 1
27
In addition: Treasury Stock Purchases must not exceed $900,000 in the
fiscal quarter ending/ended June 30, 2000. Compliance (circle one) Yes No
Attached hereto are Schedules setting forth the calculations supporting the
computations set forth in Item 2 of this Treasury Stock Purchase Compliance
Certificate. All information contained herein and on the attached Schedules is
true, complete and correct.
TREASURY STOCK PURCHASE COMPLIANCE CERTIFICATE - PAGE 2
28
IN WITNESS WHEREOF, the undersigned has executed this certificate effective
this ______ day of __________.
CRAFTMADE INTERNATIONAL, INC.
By:
---------------------------
Name: Xxxxx Xxxx
Title: Chief Financial Officer
DUROCRAFT INTERNATIONAL, INC.
By:
---------------------------
Name: Xxxxx Xxxx
Title: Chief Financial Officer
TRADE SOURCE INTERNATIONAL, INC.
By:
---------------------------
Name: Xxxxx Xxxx
Title: Chief Financial Officer
DESIGN TRENDS, LLC.
By:
---------------------------
Name:
-------------------------
Title:
-------------------------
TREASURY STOCK PURCHASE COMPLIANCE CERTIFICATE - PAGE 3
