1
EXHIBIT 10(d)
TITAN INTERNATIONAL, INC.
TITAN INVESTMENT CORPORATION
TITAN CREDITCORPORATION
FIRST AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank,
as Agent
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
The other Banks party to the
Credit Agreement identified
and defined below
Ladies and Gentlemen:
Reference is hereby made to that certain Multicurrency Credit Agreement
dated as of September 17, 1998 (the "Credit Agreement") by and among Titan
International, Inc., an Illinois corporation (the "Company"), Titan Investment
Corporation, an Illinois corporation ("Titan Investment") and Titan Credit
Corporation, a Nevada corporation ("Titan Credit"; the Company, Titan Investment
and Titan Credit being hereinafter referred to collectively as the "Borrowers"
and individually as a "Borrower") and each of you (the "Banks") pursuant to
which the Banks currently extend credit to the Borrowers. Capitalized terms used
herein shall have the same meaning herein as such terms have in the Credit
Agreement unless otherwise specified.
The Borrowers have requested that the Banks make certain amendments to
the Credit Agreement. The Banks have agreed to accommodate such requests by the
Borrowers on the terms and conditions set forth in this First Amendment to
Multicurrency Credit Agreement (the "Amendment").
SECTION 1. AMENDMENTS.
Upon the effectiveness of this Amendment as hereinafter set forth, the
Credit Agreement shall be and hereby is amended as follows:
Section 1.01. Borrowing Base. Section 1.1 of the Credit Agreement
shall be and hereby is amended by inserting the following immediately after the
second sentence of such Section:
"During Calendar Year 1999, the sum of the aggregate Original
Dollar Amount of outstanding Loans (whether Committed Loans or
Bid Loans) and L/C Obligations (other than the Excluded
Standby L/C Obligations) shall not exceed the Borrowing Base
as then determined and computed."
-1-
2
Section 1.02. Maximum L/C Obligations. Section 1.2(a) of the Credit
Agreement shall be amended by striking the first sentence of such Section and
substituting therefor the following:
"Subject to the terms and conditions hereof, as part of the
Revolving Credit, the Agent shall from time to time issue
standby letters of credit and commercial letters of credit
(each a "Letter of Credit") for the account of any or all of
the Borrowers (whether or not also for the account of any
other Subsidiary of the Company as well) prior to the
Termination Date, in an aggregate undrawn face amount up to
the amount of the L/C Sub-Limit, provided that the aggregate
Original Dollar Amount of L/C Obligations at any time
outstanding shall not exceed the difference between (x) the
Commitments in effect at such time and (y) the aggregate
Original Dollar Amount of Loans (whether Committed Loans or
Bid Loans) then outstanding, and further provided that during
Calendar Year 1999, the aggregate Original Dollar Amount of
L/C Obligations (other than the Excluded Standby L/C
Obligations) at any time outstanding shall not exceed the
difference between (x) the Borrowing Base as then determined
and computed and (y) the aggregate Original Dollar Amount of
Loans (whether Committed Loans or Bid Loans) then
outstanding."
Section 1.03. NationsBank Letter of Credit. Section 1.2 of the Credit
Agreement shall be amended by inserting the following new subsection immediately
at the end thereof:
"(i) NationsBank Letter of Credit. Notwithstanding
anything in this Agreement to the contrary, that certain
standby Letter of Credit (the "NationsBank Letter of Credit")
dated March 30, 1995 issued by NationsBank, N.A.
("NationsBank") to Norwest Bank Minnesota, N.A. in the
original amount of $9,609,315.00 to support the industrial
revenue bond issue in Greenwood, South Carolina described in
item 1 of Schedule 10.11(g) hereof shall constitute a "Letter
of Credit" herein for all purposes of this Agreement to the
same extent, and with the same force and effect, as if such
Letter of Credit had been issued under this Agreement by the
Agent at the request of the Company, but subject to the
following: (i) NationsBank shall act on behalf of the Banks
with respect to the NationsBank Letter of Credit and the
documents associated therewith, (ii) the term "Agent" when
used in this Section 1.2 and Section 5.2(b) hereof shall, when
used with respect to the NationsBank Letter of Credit, mean
and include NationsBank in its capacity as the issuer of the
NationsBank Letter of Credit, (iii) in its capacity as the
issuer of the NationsBank Letter of Credit, NationsBank shall
have all the benefits and immunities provided to the Agent in
Section 13 hereof with respect
-2-
3
to any acts taken or omissions suffered by it in connection
with the NationsBank Letter of Credit and the related
Application as if the term "Agent" as used in such Section
included NationsBank in its capacity as the issuer of the
NationsBank Letter of Credit with respect to such acts or
omissions, (iv) all payments by the Borrower on the L/C
Obligations with respect to the NationsBank Letter of Credit
shall be made to the Agent and then distributed by the Agent
to the Banks or NationsBank in accordance with the
provisions of this Section 1.2 as modified by this sentence
for purposes of the NationsBank Letter of Credit, (v) all
payments by the Banks on their Participating Interests in
the NationsBank Letter of Credit shall be made to the Agent
which shall promptly remit such payments to NationsBank and
(vi) all processing and transaction fees called for by
Section 5.2(b) hereof shall be paid to NationsBank directly.
Section 1.04. Maximum Bid Loans. Section 3.1 of the Credit
Agreement shall be amended and as so amended shall be restated in its entirety
to read as follows:
"Section 3.1. Bid Loans. Any Borrower may request the
Banks to offer to make uncommitted loans (each a "Bid Loan"
and collectively the "Bid Loans") in U.S. Dollars in the
manner set forth in this Section 3 and in amounts such that
(i) the aggregate Original Dollar Amount of all outstanding
Loans (whether Committed Loans or Bid Loans) and L/C
Obligations shall not exceed the Commitments then in effect
and (ii) only during Calendar Year 1999, the sum of the
aggregate Original Dollar Amount of outstanding Loans (whether
Committed Loans or Bid Loans) and L/C Obligations (other than
the Excluded Standby L/C Obligations) shall not exceed the
Borrowing Base as then determined and computed. The Banks may,
but shall have no obligation to, make such offers and the
Borrowers may, but shall have no obligation to, accept any
such offers in the manner set forth in this Section 3. Each
Bank may offer to make Bid Loans in any amount (whether
greater than, equal to, or less than its Commitment), subject
to the limitations (i) that the aggregate Original Dollar
Amount of Loans (whether Committed Loans or Bid Loans) and L/C
Obligations outstanding at any time shall not at any time
exceed the limits set forth in the immediately preceding
sentence, (ii) that no Bid Loan shall be made if at the time
thereof or immediately after giving effect thereto, the
aggregate principal amount of Bid Loans then outstanding would
exceed the lesser of the unused Commitments or the Bid Loan
Limit and (iii) of the other conditions o f this Section 3."
Section 1.05. Additional Mandatory Prepayment. The first sentence
of Section 4.7(b) of
-3-
4
the Credit Agreement shall be amended and as so amended shall be restated in its
entirety to read as follows:
"(b) If (i) the aggregate Original Dollar Amount of
outstanding Loans and L/C Obligations shall at any time for
any reason exceed the Commitments then in effect, or (ii) the
aggregate Original Dollar Amount of outstanding Loans and L/C
Obligations (other than the Excluded Standby L/C Obligations)
shall at any time during Calendar Year 1999 for any reason
exceed the Borrowing Base as then determined and computed,
then in either case the Company shall, within three (3)
Business Days, pay the amount of such excess to the Agent for
the ratable benefit of the Banks as a prepayment of Loans (to
be applied to such Loan as the Company shall direct at the
time of such payment) and, if necessary, a prefunding of
Letters of Credit. Any Event of Default consisting of the
failure to make any payment required by this Section to
eliminate any such excess with respect to the Borrowing Base
during Calendar Year 1999 shall continue in effect (even
beyond Calendar Year 1999) unless and until waived in writing
by the Banks or cured before any acceleration of the
Obligations."
Section 1.06. Change in Applicable Margin. Section 2.1(c) of the
Credit Agreement shall be amended by amending and restating in its entirety the
definition of "Applicable Margin" appearing therein to read as follows:
"(c) Applicable Margin. With respect to Committed
Loans and the facility fee payable under Section 5.1 hereof,
the "Applicable Margin" shall mean the rate specified for such
Obligation below, subject to quarterly adjustment as
hereinafter provided:
When Following Status Applicable Margin Applicable Margin Applicable
Exists For any Margin For Domestic Rate For Eurocurrency Margin For
Determination Date Loans Is: Loans Is: Facility Fee Is:
Level I Status 0% .500% .20%
Level II Status 0% .750% .20%
Level III Status 0% 1.000% .20%
Level IV Status 0% 1.250% .20%
Level V Status 0% 1.500% .20%
provided, however, that all of the foregoing percentages set
forth in the chart above are subject to the following:
(i) on or before the date that is ten (10) Business
Days after the latest date by which the Company is required to
deliver a Compliance Certificate to the Agent for a given
quarterly accounting period pursuant to Section 10.5(b) hereof
(each date
-4-
5
that is ten Business Days after the latest date by
which the Company is required to deliver a Compliance
Certificate to the Agent being herein referred to as the
"Margin Determination Date"), the Agent shall determine
whether Level I Status, Level II Status, Level III Status,
Level IV Status or Level V Status exists as of the close of
the applicable quarterly accounting period (the "quarterly
test period") and shall also determine the Debt to Earnings
Ratio as of such close, in each case based upon such
Compliance Certificate and the financial statements delivered
to the Agent under Section 10.5 hereof for such quarterly test
period, and shall promptly notify the Company (acting on
behalf of the Borrowers) of such determination and of any
change in the Applicable Margin resulting therefrom. Any
change in the Applicable Margin shall be effective as of such
Margin Determination Date, with such new Applicable Margin to
continue in effect until the next Margin Determination Date;
(ii) during the Lower Interest Coverage Period to the
extent not occurring during Calendar Year 1999, the Applicable
Margin shall be determined as if the rates specified in the
chart above were in each case .375% higher than each rate
otherwise specified in the chart above;
(iii) other than during Calendar Year 1999, if the
Company has not delivered a Compliance Certificate by the date
such Compliance Certificate is required to have been delivered
under Section 10.5 hereof, but delivers such Compliance
Certificate before the next Margin Determination Date, the
Applicable Margin shall be the Applicable Margin for Level V
Status as if the Lower Interest Coverage Period were in effect
as of a time other than Calendar Year 1999. If the Company
subsequently delivers such late Compliance Certificate before
the next Margin Determination Date, the Applicable Margin
established by such Compliance Certificate shall take effect
from the date ten (10) Business Days after the date of such
delivery and remain effective until such next Margin
Determination Date;
(iv) during Calendar Year 1999 and thereafter to but
not including the Margin Determination Date for the first
quarterly test period in the Company's fiscal year 2000,
notwithstanding anything herein to the contrary, other than
upon the occurrence and during the continuance of an Event of
Default, the Applicable Margin for Eurocurrency Loans shall be
2.00%; and
(v) if and so long as any Event of Default has
occurred and is continuing hereunder during Calendar Year
1999,
-5-
6
notwithstanding anything herein to the contrary, the
Applicable Margin shall be the Applicable Margin for Level V
Status as if the Lower Interest Coverage Period were in effect
as of a time other than Calendar Year 1999."
Section 1.07. Changed Definitions. Section 7.1 of the Credit Agreement
shall be amended by striking the definition of the terms "Consolidated Net
Income" and "EBIT" appearing therein and substituting therefor the following new
definitions of such terms:
"Consolidated Net Income" means, for any period, the net
income (or net loss) of the Company and its Subsidiaries for
such period computed on a consolidated basis in accordance
with GAAP.
"EBIT" means, for any period, Consolidated Net Income for
such period plus all amounts deducted in arriving at such
Consolidated Net Income amount for such period for Interest
Expense and for foreign, federal, state and local income tax
expense plus the Temporary Add-Back, if any.
Section 1.08. New Definitions. Section 7.1 of the Credit Agreement
shall be amended by inserting in the appropriate alphabetical locations the
definitions of the following terms:
"Borrowing Base" means, as of any time it is to be determined,
the sum of:
(a) 85% of the then aggregate outstanding amount
of Eligible Domestic Accounts; plus
(b) 55% of the value (computed at its cost using
the method of inventory valuation applied by the Borrower in
accordance with GAAP which reflects such cost on the
Borrower's books as its net book value, but in any event after
reducing such value as so computed by the aggregate amount of
all reserves for obsolescence, slow-moving items, shrinkage
and all such other matters as to which GAAP shall from time to
time require reserves to adjust such net book value) of
Eligible Domestic Inventory; plus
(c) the Fixed Asset Advance; plus
(d) 100% of the aggregate value of all cash and
marketable securities owned by the Borrowers and each other
Domestic Subsidiary;
provided that the Borrowing Base shall be computed only as
against and on so much of the assets as are included on the
-6-
7
certificates to be furnished from time to time by the Company
pursuant to Section 10.5(a)(ix) hereof.
"Calendar Year 1999" means the period commencing from the
First Amendment Effective Date up to and including December
31, 1999.
"Eligible Domestic Account" means each account receivable of
each Borrower and Domestic Subsidiary that is not unpaid more
than 90 days after its original due date (which must be not
more than one hundred eighty (180) days subsequent to the
original invoice date and which invoice date must not be more
than five (5) days after the date of the relevant shipment or
performance of the relevant services giving rise to such
account receivable).
"Eligible Domestic Inventory" means all inventory of each
Borrower and Domestic Subsidiary that is located in the United
States of America.
"Excluded Standby L/C Obligations" means the L/C Obligations
in respect of (i) those two certain standby Letters of Credit,
each issued by Xxxxxx Bank on December 30, 1998 to Pirelli
Tire LLC and each in the original amount of $5,000,000 (and
thus aggregating $10,000,000), (ii) the NationsBank Letter of
Credit and (iii) any standby Letter of Credit issued by Xxxxxx
Bank to replace the NationsBank Letter of Credit.
"First Amendment Effective Date" means the date of the First
Amendment to this Agreement.
"Fixed Asset Advance" means $50,000,000.
"Temporary Add-Back" shall mean (i) $18,000,000 when
calculating EBIT with respect to the four consecutive fiscal
quarters of the Company ending with the close of the Company's
fiscal quarter ending on or about Xxxxx 00, 0000, (xx)
$22,000,000 when calculating EBIT with respect to the four
consecutive fiscal quarters of the Company ending with the
close of the Company's fiscal quarter ending on or about June
30, 1999, (iii) $22,000,000 when calculating EBIT with respect
to the four consecutive fiscal quarters of the Company ending
with the close of Company's fiscal quarter ending on or about
September 30, 1999 and (iv) $18,000,000 when calculating EBIT
with respect to the four consecutive fiscal quarters of the
Company ending with the close of the Company's fiscal quarter
ending on or about December 31, 1999 (the parties hereto
acknowledging and agreeing that the
-7-
8
Temporary Add-Back shall have no effect in calculating EBIT
for any period ending on or at any time after January 1,
2000).
Section 1.09. Borrowing Base Certificate. Section 10.5(a) of the Credit
Agreement shall be amended by (i) deleting the reference to "and" appearing at
the end of Section 10.5(a)(vii), (ii) deleting the period appearing at the end
of Section 10.5(a)(viii) and inserting "; and " in lieu thereof and (iii)
inserting the following new subsection (ix) immediately at the end thereof:
"(ix) within 30 days after the end of each monthly
accounting period of the Company in Calendar Year 1999
(commencing with the monthly accounting period ending on or
about February 28, 1999), a written certificate signed by the
Company's chief financial officer or corporate controller
showing in reasonable detail the computation of the Borrowing
Base as of the close of such monthly accounting period, such
certificate to be in form and substance reasonably acceptable
to the Agent and the Required Banks."
Section 1.10. Double Negative Pledge. Section 10 of the Credit
Agreement shall be amended by adding a new Section 10.27 at the end thereof
which Section 10.27 shall be stated to read as follows:
"Section 10.27. Double Negative Pledge. The Borrowers
will not, and will not permit any Subsidiary to, agree (other
than in the Loan Documents) with another party not to pledge,
mortgage or otherwise encumber or subject to, or not to permit
to exist upon or be subjected to, any lien, security interest
or charge upon, any Property (including stock in subsidiaries)
at any time owned by any Borrower or Domestic Subsidiary,
other than (i) customary provisions restricting subletting or
assignment of any lease governing a leasehold interest of any
Borrower or Subsidiary, (ii) restrictions on a Subsidiary's
Property imposed under agreements relating to indebtedness
incurred by such Subsidiary prior to the date on which such
Subsidiary was acquired by a Borrower and outstanding on such
acquisition date but not incurred in contemplation of such
acquisition and (iii) restrictions or conditions imposed by
any agreement relating to any secured indebtedness or
sale-leaseback transaction in each case permitted by this
Agreement if such restrictions or conditions only apply to the
Property securing such indebtedness or which is the subject of
such sale-leaseback transaction. Notwithstanding the
foregoing, this Section shall have no further force and effect
if no Default or Event of Default exists as of the date of the
Agent's receipt of the Form 10-K or, if earlier, the annual
audit report required by Section 10.5 hereof for the Company's
fiscal year ending on or about December 31, 1999."
-8-
9
SECTION 2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) The Borrowers and the Required Banks shall have accepted
this Amendment in the spaces provided for that purpose below.
(b) The Guarantors shall have accepted this Amendment in the
spaces provided for that purpose below.
(c) The Agent shall have received for the ratable account of
the Banks a fee in the amount of 0.20% of the Commitments in
consideration of the Banks' agreements in this Amendment.
(d) The Agent shall have received, with a sufficient number
of copies for each Bank (which the Agent shall properly distribute to
each Bank), a Borrowing Base certificate complying with Section
10.5(a)(ix) of the Credit Agreement after giving effect to this
Amendment showing the computation of the Borrowing Base as of January
31, 1999.
(e) The Agent shall have received, for the account of the
Banks, an opinion of the Borrowers' counsel with respect to this
Amendment, such opinion to be in form and substance reasonably
acceptable to the Agent and the Required Banks.
(f) The Borrowers and the Guarantors shall be in full
compliance with the terms of the Loan Documents and no Event of Default
or Default shall have occurred or be continuing after giving effect to
this Amendment.
(g) All other legal matters incident to the execution and
delivery hereof contemplated hereby and to the transactions
contemplated hereby shall be satisfactory to the Agent, the Required
Banks and their respective counsel.
Upon the satisfaction of the foregoing conditions precedent, this Amendment
shall take effect as of its date below.
SECTION 3. REPRESENTATIONS REAFFIRMED.
In order to induce the Agent and the Required Banks to execute and
deliver this Amendment, each Borrower hereby represents to the Agent and the
Banks that immediately after giving effect to this Amendment, each of the
representations and warranties by such Borrower set forth in Section 8 of the
Credit Agreement as amended hereby (except those representations that relate
expressly to an earlier date) are and shall be true and correct (except that the
representations contained in Section 8.4 shall be deemed to refer to the most
recent financial
-9-
10
statements of the Borrower delivered to the Banks pursuant to Section 10.5 of
the Credit Agreement) and that such Borrower and the Subsidiaries are and shall
be in full compliance with the terms of the Credit Agreement as so amended and
the Loan Documents and that no Event of Default or Default shall be continuing
or shall result after giving effect to this Amendment.
SECTION 4. MISCELLANEOUS.
This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so
executed shall be an original but all of which shall constitute one and the same
instrument. Except as specifically waived or amended hereby, all of the terms
and conditions of the Credit Agreement shall stand and remain unchanged and in
full force and effect. No reference to this Amendment need be made in any note,
instrument or other document making reference to the Credit Agreement, any
reference to the Credit Agreement in any such note, instrument or other document
(including, without limitation, the Loan Documents) to be deemed to be a
reference to the Credit Agreement as amended hereby. The Borrowers agree to pay
all reasonable out-of-pocket costs and expenses (including attorneys' fees)
incurred by the Agent in connection with the preparation, execution and delivery
hereof and the documents and transactions contemplated hereby.
This instrument shall be construed and governed by and in accordance
with the laws of the state of Illinois (without regard to principles of
conflicts of laws).
[SIGNATURE PAGES TO FOLLOW]
-10-
11
IN WITNESS WHEREOF, the Borrowers, the Guarantors and the Required
Banks have executed and delivered this Amendment as of the day and year below
written.
Dated as of this 1st day of March, 1999.
TITAN INTERNATIONAL, INC.
By /s/ Xxxxx X. Xxxxxx
----------------------------
Its Secretary
TITAN INVESTMENT CORPORATION
By /s/ Xxxxx X. Xxxxxx
----------------------------
Its Secretary
TITAN CREDIT CORPORATION
By /s/ Xxxxx X. Xxxxxx
----------------------------
Its Secretary
-11-
12
Each of the undersigned consents to the above Amendment and
acknowledges and agrees that all of its obligations under Section 14 of the
Credit Agreement and under each relevant Guarantee Agreement dated as of
September 17, 1998 (collectively, the "Guaranty") remain in full force and
effect for the benefit and security of, among other things, the Credit Agreement
as modified hereby. Each of the undersigned further acknowledges and agrees that
all references in the Guaranty to the Credit Agreement shall be deemed a
reference to the Credit Agreement as amended hereby. Each of the undersigned
agrees to execute and deliver any and all instruments or documents as may be
required by the Agent or the Required Banks to confirm any of the foregoing.
Each of the undersigned agrees that its consent to this Amendment is not
required and that its consent to any further amendments of the Credit Agreement
shall not be required as a result of this consent having been obtained.
AUTOMOTIVE WHEELS, INC.
By /s/ Xxxxx X. Xxxxxx
-----------------------
Its Secretary
TITAN DISTRIBUTION, INC.
By /s/ Xxxxx X. Xxxxxx
-----------------------
Its Secretary
DYNEER CORPORATION
By /s/ Xxxxx X. Xxxxxx
-----------------------
Its Secretary
XXXXXX'X LTD.
By /s/ Xxxxx X. Xxxxxx
-----------------------
Its Secretary
TITAN WHEEL CORPORATION
By /s/ Xxxxx X. Xxxxxx
-----------------------
Its Secretary
DICO INC.
By /s/ Xxxxx X. Xxxxxx
-----------------------
Its Secretary
-12-
13
TITAN WHEEL CORPORATION OF ILLINOIS
By /s/ Xxxxx X. Xxxxxx
-----------------------------------
Its Secretary
TITAN WHEEL CORPORATION OF IOWA
By /s/ Xxxxx X. Xxxxxx
-----------------------------------
Its Secretary
TITAN WHEEL CORPORATION OF OHIO
By /s/ Xxxxx X. Xxxxxx
-----------------------------------
Its Secretary
TITAN WHEEL CORPORATION OF SOUTH CAROLINA
By /s/ Xxxxx X. Xxxxxx
-----------------------------------
Its Secretary
TITAN WHEEL CORPORATION OF WISCONSIN
By /s/ Xxxxx X. Xxxxxx
-----------------------------------
Its Secretary
TITAN WHEEL CORPORATION OF VIRGINIA
By /s/ Xxxxx X. Xxxxxx
-----------------------------------
Its Secretary
TITAN TIRE CORPORATION
By /s/ Xxxxx X. Xxxxxx
-----------------------------------
Its Secretary
TITAN TIRE CORPORATION OF TENNESSEE
By /s/ Xxxxx X. Xxxxxx
-----------------------------------
Its Secretary
-13-
14
Accepted and agreed to.
XXXXXX TRUST AND SAVINGS BANK, in its individual
capacity as a Bank and as Agent
By /s/ Xxxxx X. Xxxxxx
----------------------------------
Its Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Its Assistant Vice President
NATIONSBANK, N.A.
By /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Its Vice President
COMERICA BANK
By /s/ Xxxxxxx X. Xxxx
----------------------------------
Its Vice President
SUNTRUST BANK, ATLANTA
By /s/ Xxxxx X. Dash
----------------------------------
Its Vice President
ABN AMRO BANK, N.V.
By /s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
Its Vice President Group Vice President
MICHIGAN NATIONAL BANK
By /s/ Xxxxxx X. Xxxxxx
----------------------------------
Its Group Manager
THE BANK OF NEW YORK
By /s/ Xxxx X. Xxxxx, Xx.
----------------------------------
Its Vice President
FIRSTAR BANK OF MILWAUKEE, N.A.
By /s/ Xxxx X. Xxxx
----------------------------------
Its Vice President
-14-
