EXHIBIT 10.3.2
FIRST AMENDATORY AGREEMENT TO
REVOLVING LOAN AND SECURITY AGREEMENT
THIS AGREEMENT made as of the 25th day of July, 1997, by and between Q.E.P.
CO., INC., a Delaware corporation with its chief executive office and principal
place of business at 0000 Xxxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx 00000, Q.E.P. -
O'TOOL, Inc., a California corporation with its chief executive office and
principal place of business at 00000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000,
AMERICAN TROWEL AND FLOAT COMPANY, INC., A Florida corporation with its chief
executive office and principal place of business at 0000 X.X. 0xx Xxxxxx,
Xxxxxxx Xxxxx, Xxxxxxx 00000, XXXXXX TOOL CORPORATION, an Indiana corporation
with its chief executive office and principal place of business at 00xx Xxxxxx
xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000, WESTPOINT FOUNDRY, INC., an Indiana
corporation with its chief executive office and principal place of business at
00xx Xxxxxx xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000, and Q.E.P. XXXXXXX, INC.,
a Nevada corporation with its chief executive office and principal place of
business at 00 Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx (all of the foregoing
hereinafter collectively called the "BORROWER" unless otherwise specifically
indicated) and FLEET NATIONAL BANK f/k/a SHAWMUT BANK CONNECTICUT, N.A., a
national banking association with an office at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000 (hereinafter referred to as the "Lender").
WITNESSETH:
WHEREAS, the Borrower and the Lender have entered into a Revolving Loan and
Security Agreement dated October 13, 1995 (as amended from time to time the
"LOAN AGREEMENT"); and
WHEREAS, the Borrower and the Lender desire to amend the Loan Agreement as
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter contained, the Borrower and the Lender hereby agree as follows:
1. Section 2.1 of the Loan Agreement is hereby deleted and the following is
inserted in lieu thereof:
"2.1 REVOLVING LOAN. The Lender may loan to the Borrower, at its
discretion, and the Borrower may borrow, repay, and reborrow from the
Lender, from time to time (the "REVOLVING LOAN"), up to that amount
(hereinafter referred to as the "BORROWING BASE") which is the lesser
of:
a. The sum of:
(1) EIGHTY PERCENT (80%) of the Borrower's Eligible Receivables:
AND
(2) FIFTY PERCENT (50%) of the Borrower's Eligible Inventory, OR
b. TEN MILLION DOLLARS ($10,000,000).
Nothing shall prohibit the Lender from lending in excess of the
Borrowing Base, all loans to be at the discretion of the Lender."
2. The first two sentences of Section 2.3 of the Loan Agreement are hereby
deleted and the following is inserted in lieu thereof:
"2.3 REPAYMENT OF THE REVOLVING LOANS. The Revolving Loan shall be payable
on the Termination Date, without requiring the Lender first to resort
to any other right, remedy or security. In the event the Revolving
Loan plus the aggregate undrawn face amount of all letters of credit
issued, extended or renewed for the account of the Borrower at any
item exceeds the Borrowing Base, the Borrower will immediately, upon
notification thereof from the Lender, repay to the Lender the amount
by which the Revolving Loan plus such aggregate undrawn face amount
exceeds the Borrowing Base."
3. The second and third full paragraphs of Section 2.4 of the Loan
Agreement are hereby deleted and the following is inserted in lieu thereof:
"The Revolving Loan shall bear interest on the unpaid principal amount
thereof outstanding from time to time at a rate per annum (computed on the
basis of the actual number of days elapsed over a year of 360 days) equal
to:
a. The Lender's Prime Rate
(the "PRIME RATE OPTION") or
b.
i. the LIBOR Rate plus
ii. 125 basis points, all as hereinafter set forth
(the "LIBOR BASED RATE")
but in no event higher than the maximum rate of interest permitted to be
collected by the holder of the Revolving Note under applicable law.
As to the Prime Rate Option, in the event the Lender's Prime Rate
prevailing on the effective date hereof is subsequently increased or
decreased, then as of the date of said increase or decrease, an increase or
decrease will be made in the rate of interest which will be charged to
Borrower in respect of the Revolving Loan so that the interest rate shall
at all times be
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equal to the Lender's Prime Rate, subject to the aforesaid limitation based
on applicable law. The Lenders "PRIME RATE" shall mean the interest rate
announced from time to time by the Lender as its prime rate. The Prime Rate
is not necessarily the lowest rate available. The Lender shall not be
obligated to notify the Borrower of any change in the Prime Rate or the
interest rate payable in respect of the Revolving Loan, and a failure to
so notify shall not affect the effectiveness of the change in rate.
Any references in this Loan Agreement to the Base Rate shall be deemed to
refer to the Prime Rate."
4. The first sentence of Subsection (ii) following the fourth full
paragraph of Section 2.4 is hereby deleted and the following inserted in lieu
thereof:
"(ii) LIBOR Based Rate Loans shall be selected (by notice to Lender not
less than 2 days prior to commencement of the proposed LIBOR Interest
Period) for a period of either thirty (30), sixty (60) or ninety (90) days'
duration, as the Borrower may elect, during which the LIBOR Based Rate is
applicable ("LIBOR INTEREST PERIOD"); provided, however, that (a) if the
LIBOR Interest Period would otherwise end on a day which shall not be a
Good Business Day, such LIBOR Interest Period shall be extended to the next
succeeding Good Business Day, unless such Good Business Day falls in
another calendar month, in which case such LIBOR Interest Period shall end
on the next preceding Good Business Day subject to clause (c) below; (b)
interest shall accrue from and including the first day of each LIBOR
Interest Period to, but excluding the day on which any LIBOR Interest
Period expires; and (c) with respect to any LIBOR Interest Period which
begins on the last Good Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at
the end of such LIBOR Interest Period), the LIBOR Interest Period shall end
on the last Good Business Day of a calendar month."
5. The following paragraphs are inserted at the conclusion of Section 2.4:
"In the event Borrower completes an acquisition, LIBOR Based Rate Loans
shall bear interest for thirty (30), sixty (60) or ninety (90) day LIBOR
Interest Periods at a rate per annum equal to (i) the LIBOR Rate plus (ii)
the LIBOR Spread, as set forth in the following table:
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SR. DEBT/TRAILING EBITDA/ LIBOR SPREAD
12 MOS. EBITDA DEBT SERVICE
(DETERMINED PURSUANT TO (DETERMINED PURSUANT TO
PARAGRAPH 14 OF EXHIBIT A PARAGRAPH 13 OF EXHIBIT A
TO THE LOAN AGREEMENT) TO THE LOAN AGREEMENT)
/greater than/ 3.5x 1.25x-1.50x 200 basis points
3.5x-3.0x AND 1.51x-2.25x 175 basis points
2.9x-2.0x 2.26x-2.50x 150 basis points
/less than/ 2.5x /greater than/ 2.50x 125 basis points
Changes in the LIBOR Spread resulting from a change in the above ratios
shall become effective on the due date of delivery by the Borrower of a
compliance certificate evidencing such change. If the Borrower shall fail
to timely deliver a compliance certificate in accordance with this
Agreement, the LIBOR Spread shall be 200 basis points from the day such
certificate was due until the day a certificate evidencing a lower LIBOR
Spread is actually delivered to the Lender. If a compliance certificate
evidences ratios as to which different LIBOR Spreads apply, the LIBOR
Spread shall be the higher of the two applicable choices."
6. The first sentence of Section 2.9 of the Loan Agreement is hereby
deleted and the following is inserted in lieu thereof:
"2.9 TERMINATION. The Loan Agreement shall terminate on July 25, 2000 (the
"TERMINATION DATE") and may, on July 1 of every year prior to the
Termination Date, be renewed by the Lender for an additional two years (so
that after giving affect to each such renewal, the Termination Date would
be four years from the date of such renewal) in its sole and absolute
discretion, only upon written notification by the Lender to the Borrower
which notification will contain the terms and conditions of the renewal."
7. The following new sections are hereby inserted following Section 2.10 of
the Loan Agreement:
"2.11 UNUSED LINE FEE. The Borrower shall pay to the Lender, quarterly in
arrears on the first day of each fiscal quarter, an unused line fee equal
to one-quarter of one percent (1/4%) per annum of the average daily
unused balance of the Revolving Credit Loan during the immediately
preceding fiscal quarter.
2.12 LETTER OF CREDIT PRICING. In the event that the Lender issues, extends
or renews any letters of credit for the account of the Borrower (whether
collectively or individually), the Borrower shall pay to the Lender on the
date of such issuance, extension of
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renewal and on each anniversary date thereof, a fee of one and one-half
percent (1.5%) per annum on the face amount of such letter of credit. The
Borrower shall also pay the Lender's usual and customary administration and
negotiation fees with respect to such letter of credit."
8. The following new subsection is hereby inserted in Section 4.1 of the
Loan Agreement following subsection 4.1 m. thereof:
"n. The Borrower shall maintain its principal operating accounts at a
banking subsidiary of Fleet Financial Group."
9. Subsection 5.1(j) of the Loan Agreement is hereby deleted and the
following is inserted in lieu thereof:
The occurrence of any of the following: (i) the sale or other transfer of
all or substantially all of the assets of the Borrower, (ii) any
transaction (including a merger or consolidation) the result of which is
that any "person" or "group" (within the meaning of Section 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) becomes the "beneficial owner" (within the meaning of Rule 13d-3
under the Exchange Act) of more than thirty-five percent (35%) (calculated
on a fully diluted basis) of the voting power of all classes of voting
stock of the Borrower and/or warrants or options to acquire such voting
stock, (iii) the adoption of a plan relating to the liquidation or
dissolution of the Borrower, or (iv) the first day on which a majority of
the members of the Board of Directors of the Borrower cease to be
Continuing Directors (meaning the directors of the Borrower on the date
hereof and each other director, if such director's nomination for election
to the Board of Directors of the Borrower is recommended by a majority of
the Continuing Directors at the time of such nomination or election).
10. Paragraph 2 of Exhibit A to the Loan Agreement is hereby deleted and
the following is inserted in lieu thereof:
"2. Intentionally Omitted."
11. Paragraph 8 of Exhibit A to the Loan Agreement is hereby deleted and
the following is inserted in lieu thereof:
"MINIMUM TANGIBLE NET WORTH REQUIREMENT. The Borrower shall maintain a
tangible net worth of not less than TEN MILLION DOLLARS ($10,000,000) as
of the end of each fiscal quarter of the Borrower. For purposes of this
paragraph, the term "TANGIBLE NET WORTH" shall mean total assets less total
liabilities, excluding from the determination of total assets (i) all
assets which would be classified as intangible assets, including, without
limitation, goodwill, patents, trademarks, trade names, copyrights and
franchises, (ii) any amounts due
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to the Borrower from affiliates, employees, officers or stockholders, and
(iii) increases caused by a write-up of assets of the Borrower."
12. Paragraph 9 of Exhibit A to the Loan Agreement is hereby deleted and
the following is inserted in lieu thereof:
"9. INTEREST COVERAGE RATIO. The Borrower shall maintain a minimum
Interest Coverage Ratio of 2.5 to 1.0 as of the end of each fiscal
quarter of the Borrower. For purposes of this paragraph, "INTEREST
COVERAGE RATIO" shall mean earnings (before interest and taxes)
divided by interest expense."
13. Paragraph 10 of Exhibit A to the Loan Agreement is hereby deleted and
the following is inserted in lieu thereof:
"10. Intentionally Omitted."
14. The following new paragraphs are hereby inserted following paragraph 11
of Exhibit A to the Loan Agreement:
"12. CURRENT RATIO. The Borrower shall maintain a ratio of (i) current
assets to (ii) current liabilities of not less than 1.2 : 1.0 as of
the end of each fiscal quarter of the Borrower.
13. DEBT SERVICE COVERAGE RATIO. The Borrower shall maintain a ratio of
(i) earnings before interest, taxes, depreciation and amortization
MINUS capital expenditures to (ii) current maturities of long term
debt PLUS interest expense of not less than 2.0 : 1.0 on a rolling
four quarter basis as of the end of each fiscal quarter of the
Borrower.
14. SENIOR DEBT TO TRAILING EBITDA RATIO. The Borrower shall maintain a
ratio of (i) senior bank debt to (ii) trailing earnings before
interest, taxes, depreciation and amortization of not more than 3.0 :
1.0 on a rolling four quarter basis as of the end of each fiscal
quarter of the Borrower."
15. Exhibit B to the Loan Agreement is hereby deleted in its entirety and
in lieu thereof a new Exhibit B is inserted in the form attached hereto as
Exhibit B.
16. The effectiveness of this First Amendatory Agreement shall be
conditional upon:
a. The execution and delivery by Borrower to Lender of an Amended and
Restated Revolving Promissory Note in the form of Exhibit B attached hereto: and
b. The execution and delivery of this First Amendatory Agreement by
Borrower and Lender.
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17. All other terms and conditions of the Loan Agreement are hereby
ratified, continued and confirmed and nothing contained herein shall operate to
release the Borrower from its liability to pay the Obligations and to keep and
perform the terms, conditions, obligations and agreements contained in all
documents relating to and securing repayment of the Loan Agreement, except as
herein modified, and the Borrower agrees to pay the indebtedness evidenced and
secured by the Loan Agreement with interest and all other payments required to
be made by the Loan Agreement in accordance with the provisions thereof, except
as herein modified, and the Borrower further agrees that every provision,
obligation, right and power contained in and under the Loan Agreement and said
related documents shall continue in full force and effect affected only to the
extent of the changes herein set forth.
18. The Borrower hereby acknowledges and agrees that it is indebted to the
Lender as set forth in the Loan Agreement as modified hereby and that the
Borrower has no defense, offset, recoupment or counterclaim with respect thereto
all of which are hereby waived. The Borrower hereby releases the Lender from any
and all liability arising directly or indirectly with respect to the Loan
Agreement, the debt evidenced or governed thereby and any and all actions taken
by the Lender with respect to the transactions contemplated therein.
19. All capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Loan Agreement.
20. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of them shall constitute one and
the same agreement.
21. This Agreement shall be governed by the internal substantive laws of
the State of Connecticut without regard to principles of conflicts of laws.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered by the proper and duly authorized officers as of the date
and year first above written.
WITNESS: BORROWER:
Q.E.P. CO., INC.
/s/ XXXXX XXXXXXXX
------------------------
Xxxxx Xxxxxxxx
CONTROLLER By /s/ XXXX XXXXXXXXX
-------------------------
Xxxx Xxxxxxxxx
Its CFO
Duly Authorized
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Q.E.P. - O'TOOL, INC.
/s/ XXXXX XXXXXXXX
------------------------ By /s/ XXXX XXXXXXXXX
Xxxxx Xxxxxxxx -------------------------
CONTROLLER Xxxx Xxxxxxxxx
Its CFO
Duly Authorized
AMERICAN TROWEL AND FLOAT
COMPANY, INC.
/s/ XXXXX XXXXXXXX
------------------------ By /s/ XXXX XXXXXXXXX
Xxxxx Xxxxxxxx -------------------------
CONTROLLER Xxxx Xxxxxxxxx
Its CFO
Duly Authorized
XXXXXX TOOL CORPORATION
/s/ XXXXX XXXXXXXX
------------------------ By /s/ XXXX XXXXXXXXX
Xxxxx Xxxxxxxx -------------------------
CONTROLLER Xxxx Xxxxxxxxx
Its CFO
Duly Authorized
Q.E.P. XXXXXXX, INC.
/s/ XXXXX XXXXXXXX
------------------------ By /s/ XXXX XXXXXXXXX
Xxxxx Xxxxxxxx -------------------------
CONTROLLER Xxxx Xxxxxxxxx
Its CFO
Duly Authorized
WESTPOINT FOUNDRY, INC.
/s/ XXXXX XXXXXXXX
------------------------ By /s/ XXXX XXXXXXXXX
Xxxxx Xxxxxxxx -------------------------
CONTROLLER Xxxx Xxxxxxxxx
Its CFO
Duly Authorized
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LENDER
FLEET NATIONAL BANK F/K/A
SHAWMUT BANK CONNECTICUT, N.A.
/s/ Xxxxxx Xxxxxxxx
------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxxxx By /s/ XXXXXXX XXXXXXXXX
------------------------ ---------------------------
Xxxxxxx Xxxxxxxxxx Xxxxxxx XxXxxxxxx
Its Assistant Vice President
Duly Authorized
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AMENDED AND RESTATED REVOLVING PROMISSORY NOTE
$10,000,000.00 Stamford, Connecticut
July 25, 1997
Q.E.P. CO., INC., a Delaware corporation with its chief executive office
and principal place of business at 0000 Xxxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx
00000, Q.E.P. - O'TOOL, INC., a California corporation with its chief executive
office and principal place of business at 00000 Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxx 00000, AMERICAN TROWEL AND FLOAT COMPANY, INC., A Florida corporation
with its chief executive office and principal place of business at 0000 X.X. 0xx
Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000, XXXXXX TOOL CORPORATION, an Indiana
corporation with its chief executive office and principal place of business at
00xx Xxxxxx xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000, WESTPOINT FOUNDRY, INC.,
an Indiana corporation with its chief executive office and principal place of
business at 00xx Xxxxxx xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000, and Q.E.P.
XXXXXXX, INC., a Nevada corporation with its chief executive office and
principal place of business at 00 Xxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxx (all of the
foregoing hereinafter collectively called the "Borrower" unless otherwise
specifically indicated), for value received, promises to pay to the order of
FLEET NATIONAL BANK (f/k/a SHAWMUT BANK CONNECTICUT, N.A.), a national banking
association (hereinafter referred to as the "Lender") at its office at Xxx
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 or at such other place as the
holder of this Note may from time to time designate in writing, on or before the
Termination Date (as such term is defined in the Loan Agreement), the principal
sum of TEN MILLION DOLLARS ($10,000,000), or such lesser amount as has been
advanced and remains outstanding under this Note, with interest computed as set
forth in a certain Revolving Loan and Security Agreement between the Borrower
and the Lender dated October 13, 1995 (as amended from time to time the "LOAN
AGREEMENT") from the date hereof until this Note is fully paid.
All payments will be applied first to the payment of late charges, then to
accrued and unpaid interest and the balance on account of the unpaid principal
of this Note.
All sums due under this Note shall be payable together with all lawful
taxes and assessments levied thereon, or upon this Note, or upon the holder
hereof with respect to the same.
The happening of any of the following events or conditions shall constitute
an "Event of Default" under this Note:
1. Failure to make when due any payment of principal or interest or any sum
due under this Note when the same shall be due and payable.
2. The occurrence of an Event of Default or notice of termination under the
Loan agreement.
Upon and after the occurrence of an Event of Default, the whole of said
indebtedness, both principal and interest, and including any other sums which
may become due under this Note, shall, at the option of the holder of this Note,
immediately become due and payable without presentment, demand, protest, notice
of protest, or other notice or notice of dishonor of any kind, all of which are
hereby expressly waived by the Borrower.
The Borrower agrees that no delay or failure on the part of the holder in
exercising any power, privilege, remedy, option or right under this Note shall
operate as a waiver thereof or of any other power, privilege, remedy or right;
nor shall any single or partial exercise of any power, privilege, remedy, option
or right hereunder preclude any other or future exercise thereof or the exercise
of any other power, privilege, remedy, option or right. The rights and remedies
expressed herein are cumulative, and may be enforced successively, alternately,
or concurrently and are not exclusive of any rights or remedies which holder may
or would otherwise have under the provisions of all applicable laws, and under
the provisions of all agreements between the Borrower and the Lender.
The Borrower hereby waives presentment; demand, notice, protest and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, assents to any extension or
postponement of the time of payment or any other indulgence and/or to the
addition or release of any party or person primarily or secondarily liable.
The Borrower gives the Lender a lien and right of setoff for all of
Borrower's liabilities upon and against the Borrower's deposits, credits and
property, now or hereafter in the possession or control of the Lender or in
transit to it. The Lender may, at any time, apply the same or any part thereof,
to any of the Borrower's liability, though unmatured, without notice and without
first resorting to any other collateral.
This Note shall be governed by and construed in accordance with the laws of
the State of Connecticut.
This Note constitutes the amendment and restatement in its entirety of the
Revolving Promissory Note of the Borrower to the Lender in the principal amount
of $3,250,000 dated October 13, 1995 (the "ORIGINAL NOTE"), and is in
substitution therefor and an amendment and replacement thereof. Nothing herein
or in any other document shall be construed to constitute payment of the
Original Note or to release or terminate any guaranty or any lien, mortgage,
pledge or other security interest in favor of the Lender.
2
This Note is the Revolving Promissory Note referred to in, entitled to the
benefits of, and subject to the terms and conditions of the Loan Agreement.
Q.E.P. CO., INC.
By:/s/ XXXX XXXXXXXXX
----------------------
Xxxx Xxxxxxxxx
Its CFO
Duly Authorized
Q.E.P. - O'TOOL, INC.
By:/s/ XXXX XXXXXXXXX
----------------------
Xxxx Xxxxxxxxx
Its CFO
Duly Authorized
AMERICAN TROWEL AND FLOAT
COMPANY, INC.
By:/s/ XXXX XXXXXXXXX
----------------------
Xxxx Xxxxxxxxx
Its CFO
Duly Authorized
XXXXXX TOOL CORPORATION
By:/s/ XXXX XXXXXXXXX
----------------------
Xxxx Xxxxxxxxx
Its CFO
Duly Authorized
3
WESTPOINT FOUNDRY, INC.
By:/s/ XXXX XXXXXXXXX
----------------------
Xxxx Xxxxxxxxx
Its CFO
Duly Authorized
Q.E.P. XXXXXXX, INC.
By:/s/ XXXX XXXXXXXXX
----------------------
Xxxx Xxxxxxxxx
Its CFO
Duly Authorized
4
July 25, 1997
Xx. Xxxxx Xxxxx
0000 Xxxxx Xxxxx Xxxxxxxxx
Xxxxxxxx Xxxxx, XX 00000
Re: Q.E.P. Co., Inc., et al
Dear Xx. Xxxxx:
Reference is made to that certain Limited Guaranty executed by Xxxxx Xxxxx
(the "Guarantor") on October 13, 1995 (the "Guaranty") in favor of Shawmut Bank
Connecticut, N.A. (now known as Fleet National Bank)(the "Lender"), pursuant to
which the Guarantor guaranteed the payment and performance from or by Q.E.P.
Co., Inc. Q.E.P. - O'Tool, Inc., American Trowel and Float Company, Inc.,
Westpoint Foundry, Inc., Xxxxxx Tool Corporation and Q.E.P. Xxxxxxx, Inc.
(collectively, the "Borrower") of the Obligations, as defined in the Guaranty,
from the Borrower to the Lender.
The Lender hereby releases and discharges the Guarantor from any and all
obligations to the Lender under the Guaranty. The Guarantor hereby acknowledges
that this release only extends to the Guaranty and it does not extend to any
other obligations of the Guarantor to the Lender pursuant to any other
agreements.
Very truly yours,
FLEET NATIONAL BANK
By: /s/ Xxxxxxx XxXxxxxxx
-----------------------------
Xxxxxxx XxXxxxxxx
Its Assistant Vice President
Duly Authorized
Accepted and Agreed to this
25th day of July, 1997
/s/ Xxxxx Xxxxx
--------------------------------
Xxxxx Xxxxx
