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EXHIBIT 10.33
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 26, 1996
(this "Amendment"), amends the Amended and Restated Credit Agreement, dated as
of October 21, 1996 (as heretofore amended, supplemented or otherwise modified,
the "Credit Agreement"), among XXXXXXX CORPORATION, a Georgia corporation (the
"Company"), the various financial institutions parties thereto (collectively,
the "Lenders"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent
for the Lenders (in such capacity, the "Agent") and SUNTRUST BANK, ATLANTA, as
co-agent for the Lenders (in such capacity, the "Co-Agent").
W I T N E S S E T H :
WHEREAS, the Company, Bank of America Illinois, SunTrust Bank, Atlanta,
First Union National Bank of Georgia (collectively, the "Existing Lenders"), the
Agent and the Co-Agent are parties to the Credit Agreement, which provides for,
among other things, a committed revolving credit facility of $95,000,000 and a
provision for competitive bid loans in an aggregate principal amount not to
exceed $45,000,000 at any one time outstanding;
WHEREAS, in connection with the acquisition by the Company of 100% of
the issued and outstanding capital and preferred stock and all vested and
unvested stock rights of Comtex Information Systems, Inc. (the "Acquisition"),
the Company has requested that the Commitment Amount (as defined in the Credit
Agreement) be increased to $150,000,000 and that the Credit Agreement be
amended in certain other respects;
WHEREAS, Wachovia Bank of Georgia, N.A. and The Sakura Bank, Limited
(collectively, the "New Lenders") have been invited to become Lenders under the
Credit Agreement, as amended hereby;
WHEREAS, the Existing Lenders are willing to increase the Commitment
Amount and the New Lenders are willing to become parties to the Credit
Agreement, as amended hereby, all on the terms and subject to the conditions
set forth herein;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
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A. DEFINED TERMS
Unless otherwise defined herein, capitalized terms used herein shall
have the respective meanings assigned thereto in the Credit Agreement.
B. AMENDMENTS
1. Amendment of Title Page. The title page of the Credit
Agreement is hereby amended by deleting the amount "$95,000,000" appearing
thereon.
2. Amendments of Section 1.1 (Defined Terms). Section 1.1 of the
Credit Agreement is hereby amended by deleting therefrom the definitions of
"Applicable Margin", "Borrowing Base", "Commitment Amount", and "Percentage" in
their entirety and substituting therefor the following:
"'Applicable Margin' means, with respect to the interest rate
applicable to each Committed Loan, the Facility Fee or Letter of
Credit Fee, the amount (expressed as a percentage rate per annum)
shown below:
(a) if the Company's Funded Debt Ratio is greater than 3.25 to
1:
Type of Rate or Fee Applicable Margin
------------------- -----------------
Eurodollar - Based Rate 1.000%
Reference Rate - Based Rate .000%
Facility Fee .250%
Letter of Credit Fee 1.000%
(b) if the Company's Funded Debt Ratio is greater than 3.0 to
1.0 but less than or equal to 3.25 to 1.0:
Type of Rate or Fee Applicable Margin
------------------- ----------------
Eurodollar - Based Rate .675%
Reference Rate - Based Rate .000%
Facility Fee .200%
Letter of Credit Fee .675%
(c) if the Company's Funded Debt Ratio is greater than 2.6 to
1.0 but less than or equal to 3.0 to 1.0:
Type of Rate or Fee Applicable Margin
------------------- -----------------
Eurodollar - Based Rate .500%
Reference Rate - Based Rate -.250%
Facility Fee .150%
Letter of Credit Fee .500%
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(d) if the Company's Funded Debt Ratio is greater than
1.6 to 1.0 but less than or equal to 2.6 to 1.0:
Type of Rate or Fee Applicable Margin
------------------- -----------------
Eurodollar - Based Rate .325%
Reference Rate - Based Rate -.500%
Facility Fee .125%
Letter of Credit Fee .325%
(e) if the Company's Funded Debt Ratio is less than or
equal to 1.6 to 1.0:
Type of Rate or Fee Applicable Margin
------------------- -----------------
Eurodollar - Based Rate .200%
Reference Rate - Based Rate -.500%
Facility Fee .100%
Letter of Credit Fee .200%
Any increase or decrease in the Applicable Margin resulting
from a change in the Funded Debt Ratio shall become effective as of
the first day of the Fiscal Quarter immediately following the date the
financial statements described in Sections 8.1.1(a) and (b) are
delivered; provided, however, that any change in the Applicable Margin
resulting from a change in the Funded Debt Ratio as of the last day of
the fourth Fiscal Quarter of any Fiscal Year shall become effective as
of the first day of the second Fiscal Quarter of the following Fiscal
Year; and provided, further, that if such financial statements are not
delivered during such preceding Fiscal Quarter, the Applicable Margin
shall be the amounts defined in clause (a) above until so delivered."
"'Borrowing Base' means the product of multiplying the
Company's consolidated net Accounts (i.e. gross Accounts less
allowance for doubtful Accounts and Accounts originated outside the
United States of America, all determined in accordance with GAAP) by
(a) 1.0625 from the Closing Date through February 1, 1998, (b) .935
from February 2, 1998 through January 31, 1999, and (c) .85
thereafter."
"'Commitment Amount' means, on any date, $150,000,000, as such
amount may be reduced from time to time pursuant to Section 2.2."
"'Percentage' means, relative to any Lender, the percentage
set forth opposite its name on Schedule III or set forth in the Lender
Assignment Agreement, as such percentage may be adjusted from time to
time pursuant to Lender Assignment Agreement(s) executed by such
Lender and its Assignee Lender(s) and delivered pursuant to Section
11.11.";
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3. Amendment of Section 2.5 (Bid Borrowings). Section 2.5 of the
Credit Agreement is hereby amended by deleting from clause (b) of the proviso
thereto the amount "$45,000,000" and substituting therefor the amount
"$50,000,000".
4. Amendment of Section 2.8 (Notes). Section 2.8 of the Credit
Agreement is hereby amended by deleting from the first sentence of subsection
(b) thereof the amount "$45,000,000" and substituting therefor the amount
"$50,000,000".
5. Amendments of Section 8.2.2 (Indebtedness). Section 8.2.2 of
the Credit Agreement is hereby amended by deleting subsection (h) thereof in
its entirety and substituting therefor the following:
"(h) other unsecured Indebtedness of the Company and its
Subsidiaries in an aggregate amount not to exceed $50,000,000."
6. Amendment of Section 8.2.4(a) (Consolidated Net Worth).
Section 8.2.4(a) of the Credit Agreement is hereby amended by deleting such
Section in its entirety and substituting therefor the following:
"(a) Consolidated Net Worth. The Company will at all
times maintain a Consolidated Net Worth of not less than $47,000,000;
provided, that commencing January 28, 1996, and as of the last day of
each Fiscal Quarter thereafter (each, a 'Measurement Date'), the
amount of the Company's Consolidated Net Worth shall be an amount not
less than the sum of (i) $47,000,000, plus (ii) an amount equal to 60%
of the Company's cumulative Consolidated Net Income for the period
from November 1, 1995 through such Measurement Date (without deduction
for any negative Consolidated Net Income for any Fiscal Quarter
included in such period), plus (iii) the amount of proceeds (less
reasonable and customary expenses) from the public sale of any
original issue capital stock of the Company received by the Company
during the period from August 31, 1994 through such Measurement Date."
7. Amendment of Section 8.2.4(b) (Funded Debt Ratio). Section
8.2.4(b) of the Credit Agreement is hereby amended by adding at the end thereof
the following new sentence:
"For purposes of calculating compliance with this subsection (b), any
Person that has become a Subsidiary during the period of four
consecutive Fiscal Quarters included in the calculation shall be
treated as if it had been a Subsidiary as of the first day of such
period."
8. Amendment of Section 8.2.4(c) (Fixed Charge Coverage Ratio).
Section 8.2.4(c) of the Credit Agreement is hereby amended by adding at the end
thereof the following new sentence:
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"For purposes of calculating compliance with this subsection (c), any
Person that has become a Subsidiary during the period of four
consecutive Fiscal Quarters included in the calculation shall be
treated as if it had been a Subsidiary as of the first day of such
period."
9. Amendment of Section 8.2.7 (Consolidation, Merger, etc.).
Section 8.2.7 of the Credit Agreement is hereby amended by inserting the words
"or the Treasurer" after the words "chief financial officer" in clause (iii) of
the first proviso to subsection (b) thereof.
10. Addition of Schedule. The Schedules to the Credit Agreement
are hereby amended by adding immediately after Schedule II thereto a new
Schedule III in the form of Annex I hereto.
11. Amendment of Exhibit A-1 (Form of Committed Loan Note).
Exhibit A-1 to the Credit Agreement is hereby amended by deleting such Exhibit
in its entirety and substituting therefor a new Exhibit A-1 in the form of
Annex II hereto.
12. Amendment of Exhibit A-2 (Form of Bid Loan Note). Exhibit A-2
to the Credit Agreement is hereby amended by deleting such Exhibit in its
entirety and substituting therefor a new Exhibit A-2 in the form of Annex III
hereto.
13. Amendment of Exhibit K (Form of Borrowing Base Certificate).
Exhibit K to the Credit Agreement is hereby amended by deleting such Exhibit in
its entirety and substituting therefor a new Exhibit K in the form of Annex IV
hereto.
C. CONDITIONS PRECEDENT
This Amendment shall become effective as of the date first above
written upon receipt by the Agent of the following documents, all in form and
substance satisfactory to the Agent:
1. Amendment. Counterparts of the this Amendment, duly executed
by the Company and all of the Lenders (including the New Lenders).
2. Notes. A Committed Loan Note in the form of Annex II hereto
and a Bid Loan Note in the form of Annex III hereto (collectively, the "New
Notes") for the account of each Lender (including each New Lender), in each
case dated the date hereof and duly executed and delivered by the Company.
3. Legal Opinion. An opinion, dated the date hereof and addressed
to the Agent and all Lenders (including the New Lenders), from counsel to the
Company, (a) confirming that, after giving effect to this Amendment, the
opinions contained in the legal opinion delivered by such counsel on the
Effective Date (the "October 1996 Opinion") remain in full force and effect;
provided that all references in the October 1996 Opinion to the "Credit
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Agreement" and the "Notes" shall be deemed to mean the Credit Agreement, as
amended hereby (the "Amended Agreement") and the New Notes, respectively, and
(b) permitting the New Lenders to rely on the October 1996 Opinion as if the
New Lenders had been party to the Credit Agreement as of the Effective Date and
such Opinion had been delivered directly to them as of such Date.
4. Resolutions, etc. A certificate, dated the date hereof, of
the Secretary or Assistant Secretary of the Company as to
(a) resolutions of its Board of Directors then in full
force and effect authorizing the execution and delivery of this
Amendment and the New Notes and the performance of the Amended
Agreement and the New Notes; and
(b) the incumbency and signatures of those of its
officers authorized to act with respect to the Agreement, the Notes
and each other Loan Document executed by it (including, without
limitation, this Amendment and the New Notes) upon which certificate
each Lender may conclusively rely until it shall have received a
further certificate of the Secretary or Assistant Secretary of the
Company canceling or amending such prior certificate.
5. Compliance with Section 8.2.7. The Company shall have
complied with the requirements set forth in clauses (i) through (iv) of the
first proviso to Section 8.2.7(b) of the Credit Agreement with respect to the
Acquisition (provided that the certificate referred to in clause (iii) thereof
may be signed by either the chief financial officer or the Treasurer of the
Company).
6. Officer's Certificate. A certificate, dated the date hereof,
of the chief financial officer or Treasurer of the Company stating that as of
the date hereof (both before and after giving effect to this Amendment)
(a) the representations and warranties of the Company set
forth in Article VII of the Credit Agreement are true and correct as
if made on the date hereof (unless stated to relate solely to an
earlier date, in which case such representations and warranties shall
be true and correct as of such earlier date); and
(b) no Default has occurred and is continuing.
7. Guarantor Consents. Consents of the Guarantors in the form of
Schedule 1 hereto.
8. Amendment Fee. An amendment fee in immediately available
funds in the aggregate amount of $40,000 for the account of the Lenders, to be
allocated in equal amounts among the Lenders.
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D. REPRESENTATIONS AND WARRANTIES
To induce the Agent, the Co-Agent and the Lenders to enter into this
Amendment, the Company hereby represents to the Agent, the Co-Agent and the
Lenders that the representations and warranties of the Company contained in
Article VII of the Credit Agreement are true and correct as of the date hereof
as though made on and as of such date (unless stated to relate solely to an
earlier date, in which case such representations and warranties shall be true
and correct as of such earlier date); provided, however, that each reference
therein to "this Agreement" shall be deemed to be a reference to the Amended
Agreement and each reference therein to "the Notes" shall be deemed to be a
reference to the New Notes.
E. THE NEW LENDERS
Each New Lender hereby acknowledges and confirms that it has received
a copy of the Credit Agreement, including the Schedules and Exhibits thereto,
together with copies of the documents which were required to be delivered under
the Credit Agreement as a condition to the Effective Date thereunder. Each New
Lender further confirms and agrees that in becoming a Lender and in making its
Commitments and Loans and purchasing participation interests in Letters of
Credit under the Credit Agreement, such actions have and will be made without
recourse to, or representation or warranty by, the Agent or the Co-Agent. The
parties hereby acknowledge and agree that effective upon the date hereof, each
New Lender shall be deemed automatically to have become a party to the Amended
Agreement and, to the extent of its Percentage as set forth on Annex I hereto,
shall have the rights and obligations of a Lender under the Amended Agreement
and the other Loan Documents.
F. MISCELLANEOUS
1. This Amendment shall be deemed to be an amendment to the
Credit Agreement, and the Credit Agreement, as amended hereby, shall remain in
full force and effect and is hereby ratified, approved and confirmed in each
and every respect. After the effectiveness of this Amendment in accordance
with its terms, all references to the Credit Agreement in the Loan Documents or
in any other document, instrument, agreement or writing shall be deemed to
refer to the Credit Agreement as amended hereby.
2. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.
3. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this
Amendment or any provisions hereof.
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4. This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement.
5. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
6. This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the
day and year first above written.
XXXXXXX CORPORATION
By: /s/
--------------------------
Title: V.P. Treasurer
------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
as Agent
By: /s/ Xxxxxxx X. XxXxxxxx
---------------------------
Title: Vice President
------------------------
SUNTRUST BANK, ATLANTA
as Co-Agent
By: /s/ Xxxxx
---------------------------
Title: V.P.
------------------------
BANK OF AMERICA ILLINOIS,
as Lender
By: /s/ Xxxxxxx X. XxXxxxxx
---------------------------
Title: Vice President
------------------------
SUNTRUST BANK, ATLANTA
as Lender
By: /s/ Xxxxx
---------------------------
Title: V.P.
------------------------
FIRST UNION NATIONAL BANK OF
GEORGIA, as Lender
By: /s/ Xxxxx X. Xxxx
---------------------------
Title: Vice President
------------------------
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WACHOVIA BANK OF GEORGIA, N.A., as
Lender
By: /s/
---------------------------------
Title: Senior Vice President
------------------------------
THE SAKURA BANK, LIMITED, as Lender
By: /s/
---------------------------------
Title: Vice President & Sr. Manager
------------------------------
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SCHEDULE 1
to Amendment
AGREEMENT AND CONSENT
The undersigned Guarantors hereby agree and consent to the terms and
provisions of the foregoing First Amendment to Credit Agreement, and agree that
the Guaranty executed by the undersigned Guarantors shall remain in full force
and effect notwithstanding the provisions of the foregoing First Amendment to
Credit Agreement.
Dated: As of December 26, 1996
XXXXXXX SERVICES, INC.,
TASCOR INCORPORATED
By: /s/
-------------------------------
Title: Vice President &
Treasurer
XXXXXXX TEMPORARY SERVICES, INC.,
XXXXXXX ASSET MANAGEMENT COMPANY,
XXXXXXX ENTERPRISES CORPORATION,
XXXXXXX FINANCE COMPANY
By: /s/
-------------------------------
Title: Assistant Treasurer
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ANNEX I
to Amendment
------------
SCHEDULE III
------------
Percentages
-----------
Lender Percentage
------ ----------
Bank of America Illinois 30.000000000%
SunTrust Bank, Atlanta 23.333333334%
First Union National Bank of Georgia 23.333333334%
Wachovia Bank of Georgia, N.A. 16.666666666%
The Sakura Bank, Limited 06.666666666%
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ANNEX II
to Amendment
------------
EXHIBIT A-1
-----------
FORM OF
COMMITTED LOAN NOTE
$____________________ December 26, 1996
FOR VALUE RECEIVED, the undersigned, XXXXXXX CORPORATION, a Georgia
corporation (the "Company"), promises to pay to the order
of________________________________(the "Lender") on the Commitment Termination
Date the principal sum of _____________________ DOLLARS ($________________)
or, if less, the aggregate unpaid principal amount of all Committed Loans shown
on the schedule attached hereto (and any continuation thereof) made by the
Lender pursuant to that certain Amended and Restated Credit Agreement, dated as
of October 21, 1996 (as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Company, Bank
of America National Trust and Savings Association, as Agent, and SunTrust Bank,
Atlanta, as Co-Agent, and the various financial institutions (including the
Lender) that are, or may from time to time become, parties thereto.
The Company also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.
Payments of both principal and interest are to be made in lawful
money of the United States of America in same day or immediately available
funds to the account designated by the Agent pursuant to the Credit Agreement.
This Note is one of the Committed Loan Notes referred to in, and
evidences Indebtedness incurred under the Credit Agreement, to which reference
is made for a statement of the terms and conditions on which the Company is
permitted and required to make prepayments and repayments of principal of the
Indebtedness evidenced by this Note and on which such Indebtedness may be
declared to be, or may become, immediately due and payable. Unless otherwise
defined, terms used herein have the meanings provided in the Credit Agreement.
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All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of
dishonor.
[This Note is issued in substitution for, but not in payment,
satisfaction, cancellation or novation of, that certain Note, dated October 21,
1996, in the principal amount of $___________, payable by the Company to the
order of the Lender, which was issued pursuant to the Credit Agreement.](1)
THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
XXXXXXX CORPORATION
By:
-------------------------------
Title:
------------------------
----------------------------
(1) To be included only in Committed Loan Notes issued to Bank of America
Illinois, First Union National Bank of Georgia and SunTrust Bank,
Atlanta
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COMMITTED LOANS AND PRINCIPAL PAYMENTS
===============================================================================================================================
AMOUNT OF INTEREST AMOUNT OF PRINCIPAL UNPAID PRINCIPAL
LOAN MADE PERIOD REPAID BALANCE
------------- (IF APPLICABLE) ------------------ ----------------
EURO- EURO- EURO-
REFERENCE DOLLAR REFERENCE DOLLAR REFERENCE DOLLAR NOTATION
DATE RATE RATE RATE RATE RATE RATE TOTAL MADE BY
---- ---- ---- ---- ---- ---- ---- ----- -------
===============================================================================================================================
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ANNEX III
to Amendment
------------
EXHIBIT A-2
-----------
FORM OF
BID LOAN NOTE
$50,000,000 December 26, 1996
FOR VALUE RECEIVED, the undersigned, XXXXXXX CORPORATION, a Georgia
corporation (the "Company"), promises to pay to the order of___________________
(the "Lender") the principal amount of each Bid Loan made by the Lender to the
Company pursuant to that certain Amended and Restated Credit Agreement, dated
as of October 21, 1996 (as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Company, Bank of
America National Trust and Savings Association, as Agent and SunTrust Bank,
Atlanta, as Co-Agent, and the various financial institutions (including the
Lender) that are, or may from time to time become, parties thereto.
The Company also promises to pay interest on the unpaid principal
amount of each Bid Loan from time to time, at the rates per annum and on the
dates specified in the Credit Agreement.
Payments of both principal and interest are to be made in lawful money
of the United States of America in same day or immediately available funds to
the Domestic Office of the Lender specified pursuant to the Credit Agreement.
This Note is one of the Bid Loan Notes referred to in, and evidences
Indebtedness incurred under, the Credit Agreement, to which reference is made
for a statement of the terms and conditions on which the Company is required
to make repayments of principal of the Indebtedness evidenced by this Note and
on which such Indebtedness may be declared to be immediately due and payable.
Unless otherwise defined, terms used herein have the meanings provided in the
Credit Agreement.
All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of
dishonor.
(This Note is issued in substitution for, but not in payment,
satisfaction, cancellation or novation of, that certain Note, dated October 21,
1996, in the principal amount of $45,000,000, payable by the Company to the
order of the Lender, which was issued
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pursuant to the Credit Agreement.](1)
THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
XXXXXXX CORPORATION
By:
--------------------------------
Title:
-------------------------
---------------------------
(1) To be included only in Bid Loan Notes issued to Bank of America
Illinois, First Union National Bank of Georgia and SunTrust Bank,
Atlanta
2
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BID LOANS AND PRINCIPAL PAYMENTS
===============================================================================================================================
AMOUNT OF INTEREST AMOUNT OF PRINCIPAL UNPAID PRINCIPAL
BID LOAN MADE PERIOD REPAID BALANCE
------------- ------------------ ----------------
EURO- EURO- EURO-
ABSOLUTE DOLLAR ABSOLUTE DOLLAR ABSOLUTE DOLLAR NOTATION
DATE RATE RATE RATE RATE RATE RATE TOTAL MADE BY
---- ---- ---- ---- ---- ---- ---- ----- -------
===============================================================================================================================
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ANNEX IV
to Amendment
------------
EXHIBIT K
---------
BORROWING BASE CERTIFICATE
The undersigned, being the [Treasurer] (Chief Financial Officer] of XXXXXXX
CORPORATION, a Georgia corporation (the "Company"), hereby executes and
delivers this Certificate on behalf of the Company to the Agent, Co-Agent and
the Lenders (each as defined in the Amended and Restated Credit Agreement,
dated as of October 21, 1996, by and among the Company, the several Lenders
listed on the signature pages thereof, Bank of America National Trust and
Savings Association, as Agent for said Lenders, and SunTrust Bank, Atlanta, as
Co-Agent for said Lenders (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement")). Capitalized terms used herein and not
defined herein shall have the meanings specified for such terms in the Credit
Agreement.
The undersigned hereby certifies to the Lenders, the Co-Agent and the Agent
that:
1. He is the (Treasurer] (Chief Financial Officer] of the Company and,
in such capacity, is authorized to execute and deliver this Certificate for and
on behalf of the Company.
2. As of the date hereof, the sun of the outstanding Loans and Letter of
Credit Obligations equals $______________.
3. As of the date hereof, the Company's consolidated net receivables
(gross receivables less allowance for doubtful accounts and receivables
originated outside the United States of America determined in accordance with
generally accepted accounting principles) are $__________ ("Net Receivables").
4. Net Receivables x _______ (1) = $__________________.
5. Excess of Item (4) over Item (2) $_____________. A deficit requires
an immediate payment.
This Certificate made and delivered this ________ day of _____________, 199_.
----------------------------------
Name:
Title: [Treasurer]
[Chief Financial Officer)
---------------------------
(1) Multiply Net Receivables by (a) 1.0625 for the period from the
Closing Date through February 1, 1998; (b) .935 for the period
from February 2, 1998 through January 31, 1999; and (c) .85
thereafter
