EXHIBIT 10.106
WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT
This WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT ("Amendment") is
dated as of January 28, 2000, and is entered into by and between DEFLECTA-SHIELD
CORPORATION, ▇▇▇▇ INDUSTRIES, INCORPORATED, BELMOR AUTOTRON CORP., DFM CORP.,
AUTO VENTSHADE COMPANY and SMITTYBILT, INC. (each a "Borrower" and,
collectively, the "Borrowers"), ▇▇▇▇ INTERNATIONAL HOLDINGS, INC. ("Holdings"),
▇▇▇▇ ACQUISITION CORP., BAC ACQUISITION CO., TRAILMASTER PRODUCTS, INC. and
DELTA III, INC. (together with Borrowers and Holdings, each a "Loan Party", and
collectively, the "Loan Parties"), ▇▇▇▇▇▇ FINANCIAL, INC., in its capacity as
Agent ("Agent"), and the Lenders which are signatories hereto.
WHEREAS, Agent, Lenders and the Loan Parties are parties to a certain
Credit Agreement dated February 27, 1998 (as such agreement has from time to
time been amended, supplemented or otherwise modified, the "Agreement"); and
WHEREAS, Events of Default are in existence under the Agreement as a
result of Borrower's breach of the following financial covenants for the twelve
(12) month period ending December 31, 1999: EBITDA (subsection 4.3), Fixed
Charge Coverage (subsection 4.4), Total Interest Coverage (subsection 4.5) and
Total Indebtedness to EBITDA Ratio (subsection 4.6) (the "Existing Events of
Default"), and Borrowers have requested that Agent and Lenders waive the
Existing Events of Default; and
WHEREAS, the parties desire to amend the Agreement as hereinafter set
forth.
NOW THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Agreement and this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Agreement.
2. AMENDMENTS. Subject to the conditions set forth below, the Agreement
is amended as follows:
(a) Subsection 1.2 is amended by deleting the definition of
"LIBOR" and inserting the following in lieu thereof:
"LIBOR" means, for each Interest Period, a rate per annum
equal to:
(a) the offered rate for deposits in U.S. dollars in an amount
comparable to the amount of the applicable Loan in the London interbank
market which is published by the British Bankers' Association, and that
currently appears on Telerate Page 3750, or any other source available
to Agent, as of 11:00 a.m. (London time) on the day which is two (2)
Business Days prior to the first day of the relevant Interest Period
for a term comparable to such Interest Period; or if, for any reason,
such a rate is not published by the British Bankers' Association on
Telerate or any other source available to Agent, the rate per annum
equal to the average rate (rounded upwards, if necessary, to the
nearest 1/100 of 1%) at which Agent determines that U.S. dollars in an
amount comparable to the amount of the applicable Loans are being
offered to prime banks at approximately 11:00 a.m. (London time) on the
day which is two (2) Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period for
settlement in
immediately available funds by leading banks in the London interbank
market selected by Agent; divided by
(b) a number equal to 1.0 minus the aggregate (but without
duplication) of the rates (expressed as a decimal fraction) of reserve
requirements in effect on the day which is two (2) Business Days prior
to the beginning of such Interest Period (including, without
limitation, basic, supplemental, marginal and emergency reserves under
any regulations of the Board of Governors of the Federal Reserve System
or other governmental authority having jurisdiction with respect
thereto, as now and from time to time in effect) for Eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of such Board) which are required to be maintained by a
member bank of the Federal Reserve System; such rate to be rounded
upward to the next whole multiple of one-sixteenth of one percent
(.0625%).
(b) Subsection 1.2(A) is amended by deleting the Base Rate
Margin Pricing Table and the LIBOR Margin Pricing Table in their entirety and
inserting the following in lieu thereof:
BASE RATE PRICING TABLE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Total Indebtedness to Base Rate Margin Base Rate Margin Base Rate Margin Base Rate Margin
EBITDA is: Revolving Loans Term Loan A Term Loan B Term Loan C
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
greater than
5.50:1.00 2.25% 2.25% 2.75% 3.25%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
equal to or less than
5.50:1.00 but
equal to or greater
than 5.00:1.00 2.00% 2.00% 2.50% 3.00%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
equal to or less than
5.00:1.00 but equal to
or greater than
3.75:1.00 1.75% 1.75% 2.25% 2.75%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
less than 3.75:1.00 1.50% 1.50% 2.00% 2.50%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
LIBOR MARGIN PRICING TABLE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Total Indebtedness to LIBOR Margin LIBOR Margin LIBOR Margin LIBOR Margin
EBITDA is: Revolving Loans Term Loan A Term Loan B Term Loan C
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
greater than
5.50:1.00 3.50% 3.50% 4.00% 4.50%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
equal to or less
than 5.50:1.00
but greater than
5.00:1.00 3.25% 3.25% 3.75% 4.25%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
equal to or less than
5.00:1.00
but greater than
3.75:1.00 3.00% 3.00% 3.50% 4.00%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
less than 3.75:1.00 2.75% 2.75% 3.25% 3.75%
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
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Notwithstanding anything to the contrary contained in the Agreement, commencing
on January 1, 2000 until the Adjustment Date next following said date,
the LIBOR Margin for all outstanding LIBOR Loans and the Base Rate
Margin for all outstanding Base Rate Loans shall equal the rates
corresponding to the level "equal to or less than 5.50:1.00 but equal
to or greater than 5.00:1.00" set forth in each of the Pricing Tables
above.
(c) Subsection 4.3 is amended by deleting such subsection in
its entirety and inserting the following in lieu thereof:
4.3 EBITDA. Holdings and Borrowers shall not permit EBITDA for
the periods set forth below to be less than the amounts set forth
below.
Period Amount
------ ------
Four Fiscal Quarters ending March 31, 2000 $20,300,000
Four Fiscal Quarters ending June 30, 2000 $21,100,000
Four Fiscal Quarters ending September 30, 2000 $22,500,000
Four Fiscal Quarters ending December 31, 2000 $26,300,000
Four Fiscal Quarters ending March 31, 2001 $32,000,000
Four Fiscal Quarters ending June 30, 2001 $32,000,000
Four Fiscal Quarters ending September 30, 2001 $34,000,000
Four Fiscal Quarters ending December 31, 2001 $34,000,000
Four Fiscal Quarters ending March 31, 2002 and $35,000,000
each four-Fiscal-Quarter period thereafter
"EBITDA" will be calculated as illustrated on Exhibit 4.7(D).
(d) Subsection 4.4 is amended by deleting said subsection in
its entirety and inserting the following in lieu thereof:
4.4 Fixed Charge Coverage. Holdings and Borrowers shall not
permit Fixed Charge Coverage for the periods set forth below to be less
than the ratios set forth below.
Minimum
Period Ratio
------ -----
Four Fiscal Quarters ending March 31, 2000 0.75:1.00
Four Fiscal Quarters ending June 30, 2000 0.75:1.00
Four Fiscal Quarters ending September 30, 2000 0.75:1.00
Four Fiscal Quarters ending December 31, 2000 1.00:1.00
Four Fiscal Quarters ending March 31, 2001 and 1.10:1.00
each four-Fiscal-Quarter period thereafter
"Fixed Charge Coverage" will be calculated as illustrated on Exhibit
4.7(D).
(e) Subsection 4.5 is amended by deleting said subsection in
its entirety and inserting the following in lieu thereof:
3
4.5 Total Interest Coverage. Holdings and Borrowers shall not
permit Total Interest Coverage for periods set forth below to be less
than the ratios set forth below.
Minimum
Period Ratio
Four Fiscal Quarters ending March 31, 2000 1.10:1.00
Four Fiscal Quarters ending June 30, 2000 1.20:1.00
Four Fiscal Quarters ending September 30, 2000 1.30:1.00
Four Fiscal Quarters ending December 31, 2000 1.80:1.00
Four Fiscal Quarters ending March 31, 2001 2.25:1.00
Four Fiscal Quarters ending June 30, 2001 2.50:1.00
Four Fiscal Quarters ending September 30, 2001 2.75:1.00
Four Fiscal Quarters ending December 31, 2001 2.75:1.00
Four Fiscal Quarters ending March 31, 2002 and 3.00:1.00
each four-Fiscal-Quarter period thereafter
"Total Interest Coverage" will be calculated as illustrated on Exhibit
4.7(D).
(f) Subsection 4.6 is amended by deleting said subsection in
its entirety and inserting the following in lieu thereof:
4.6 Total Indebtedness to EBITDA Ratio. Holdings and Borrowers
shall not permit the ratio of Total Indebtedness (calculated as of the
last day of any Fiscal Quarter) to EBITDA for the periods set forth
below to be greater than the ratios set forth below:
Maximum
Period Ratio
Four Fiscal Quarters ending March 31, 2000 5.50:1.00
Four Fiscal Quarters ending June 30, 2000 5.50:1.00
Four Fiscal Quarters ending September 30, 2000 4.90:1.00
Four Fiscal Quarters ending December 31, 2000 3.85:1.00
Four Fiscal Quarters ending March 31, 2001 3.50:1.00
Four Fiscal Quarters ending June 30, 2001 3.00:1.00
Four Fiscal Quarters ending September 30, 2001 2.75:1.00
Four Fiscal Quarters ending December 31, 2001 2.50:1.00
Four Fiscal Quarters ending March 31, 2002 and 2.50:1.00
each four-Fiscal-Quarter period thereafter
"Total Indebtedness" and "EBITDA" will be calculated as illustrated on
Exhibit 4.7(D).
(g) Exhibit 4.7(D) is amended by deleting those portions of
that Exhibit setting forth the calculations for determining compliance with the
EBITDA and the Total Indebtedness to EBITDA covenants in their entirety and
substituting the attached in lieu thereof.
4
(h) When determining EBITDA under Exhibit B to Exhibit 4.7(D)
of the Agreement, Borrowers will be permitted to add back during the "Permitted
Testing Periods" (as defined below), the "Restructuring Charges" as defined on
the attached Schedule I, up to an aggregate amount of $4,100,000 for costs
incurred from the period beginning January 1, 2000 through December 31, 2001.
The "Permitted Testing Periods" shall mean the four Fiscal Quarters beginning
with and including the Fiscal Quarter in which the initial applicable
Restructuring Charge is incurred and ending with and including the next three
Fiscal Quarters thereafter.
3. WAIVER. Agent and Lenders hereby waive the Existing Events of
Default. This is a limited waiver and shall not be deemed to constitute a waiver
of any other Event of Default or any future breach of the Agreement or any of
the other Loan Documents.
4. CONDITIONS. The effectiveness of this Amendment is subject to the
following conditions precedent (unless specifically waived in writing by Agent):
(a) Loan Parties shall have executed and delivered this
Amendment, and such other documents and instruments as Agent may require shall
have been executed and/or delivered to Agent;
(b) All proceedings taken in connection with the transactions
contemplated by this Amendment and all documents, instruments and other legal
matters incident thereto shall be satisfactory to Agent and its legal counsel;
(c) No Default or Event of Default other than the Existing
Events of Default shall have occurred and be continuing;
(d) Borrowers shall have paid an amendment fee in the amount
of $250,315 to Agent for the benefit of Lenders; and
(e) Borrowers shall have provided Agent and Lenders with
evidence satisfactory to it that Massachusetts Mutual Life Insurance Company,
MassMutual Corporate Investors, MassMutual Participation Investors, MassMutual
Corporate Value Partners Limited and National City Venture Corporation shall
have waived in writing on or before the date hereof subsection 14.7 of the
Securities Purchase Agreement dated December 23, 1998, in a manner satisfactory
to Agent and shall have reset the covenants contained therein to levels
satisfactory to Agent.
5. REPRESENTATIONS AND WARRANTIES. To induce Agent and Lenders to enter
into this Amendment, the Loan Parties represent and warrant to Agent and Lenders
that (a) the execution, delivery and performance of this Amendment has been duly
authorized by all requisite corporate action on the part of each Loan Party and
that this Amendment has been duly executed and delivered by such Loan Party, and
(b) each of the representations and warranties set forth in section 5 of the
Agreement (other than those which, by their terms, specifically are made as of
certain date prior to the date hereof) are true and correct in all material
respects as of the date hereof.
6. SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
7. REFERENCES. Any reference to the Agreement contained in any
document, instrument or agreement executed in connection with the Agreement
shall be deemed to be a reference to the Agreement as modified by this
Amendment.
5
8. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.
9. RATIFICATION. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions of the
Agreement and shall not be deemed to be a consent to the modification or waiver
of any other term or condition of the Agreement. Except as expressly modified
and superseded by this Amendment, the terms and provisions of the Agreement are
ratified and confirmed and shall continue in full force and effect.
[Signatures appear on the following pages.]
6
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.
▇▇▇▇ INTERNATIONAL HOLDINGS, INC.
▇▇▇▇ INDUSTRIES, INCORPORATED
DEFLECTA-SHIELD CORPORATION
BELMOR AUTOTRON CORP.
DFM CORP.
▇▇▇▇ ACQUISITION CORP.
BAC ACQUISITION CO.
TRAILMASTER PRODUCTS, INC.
DELTA III, INC.
AUTO VENTSHADE COMPANY
SMITTYBILT, INC.
VENTSHADE HOLDINGS, INC.
For each of the foregoing corporations:
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
▇▇▇▇▇▇ FINANCIAL, INC.,
in its capacity as Agent and a Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES,
as a Lender
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President, Leveraged Finance
LASALLE BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Corporate Banking Officer, Leveraged Finance
7
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
IBJ WHITEHALL BANK & TRUST COMPANY,
as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director
KEY CORPORATE CAPITAL, INC.,
as a Lender
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
FIRST UNION NATIONAL BANK, as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
FIRST SOURCE FINANCIAL LLP, as a Lender
By: First Source Financial, Inc., its Agent/Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
SENIOR DEBT PORTFOLIO, as a Lender
By: Boston Management and Research, Inc., as
Investment Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
ARCHIMEDES FUNDING LLC, as a Lender
By: ING Capital Advisors, Inc., as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Portfolio Manager
8
TORONTO DOMINION (TEXAS), as a Lender
By:______________________________
Name:____________________________
Title:_____________________________
9
EXHIBIT B TO
EXHIBIT 4.7(D)
COMPLIANCE CERTIFICATE
BORROWERS:
DEFLECTA-SHIELD CORPORATION
▇▇▇▇ INDUSTRIES, INCORPORATED
BELMOR AUTOTRON CORP.
DFM CORP.
AUTO VENTSHADE COMPANY
SMITTYBILT, INC.
DATE: __________ __, _____
COVENANT 4.3 EBITDA
EBITDA is defined as follows:
Net income (or loss) for the period of Holdings, Borrower
and their Subsidiaries on a consolidated basis determined in
accordance with GAAP, but excluding: (a) the income (or
loss) of any Person (other than wholly-owned Subsidiaries of
Holdings) in which Holdings or a Borrower or a wholly-owned
subsidiary of Holdings or a Borrower has an ownership
interest unless received by Holdings, a Borrower or such
Subsidiary in a cash distribution during such period; and
(b) the income (or loss) of any Person accrued prior to the
date it became a Subsidiary of a Loan Party or is merged
into or consolidated with a Loan $__________
Plus: Any provision for (or less any benefit from) income
and franchise taxes included in the determination
of net income ___________
Interest expense deducted in the determination of
net income ___________
Amortization and depreciation deducted in
determining net income ___________
Losses (or less gains) from Asset Dispositions or
other non-cash items included in the determination
of net income (excluding sales, expenses or losses
related to current assets) ___________
10
EXHIBIT B TO
EXHIBIT 4.7(D)
COMPLIANCE CERTIFICATE
BORROWERS:
DEFLECTA-SHIELD CORPORATION
▇▇▇▇ INDUSTRIES, INCORPORATED
BELMOR AUTOTRON CORP.
DFM CORP.
AUTO VENTSHADE COMPANY
SMITTYBILT, INC.
DATE: _________ __, _____
COVENANT 4.3 EBITDA (CONTINUED)
Extraordinary losses (or less gains), as defined
under GAAP, net of related tax effects ___________
Expenses of the Related Transactions included in
the determination of net income provided that such
expenses were included in the Pro Forma, or
disclosed in the notes thereto ___________
"Restructuring Charges" set forth on the attached
Schedule I for Fiscal Years 2000 and 2001, on a
trailing twelve month basis, not to exceed $4.1MM
in the aggregate. (To be included only in those
Compliance Certificates covering periods ending on
or before December 31, 2002.) ___________
Less: Expenditures pursuant to the last sentence of
subsection 4.8 applicable to, but not included in,
the Pro Forma; including expenditures during the
period made in connection with the Related
Transactions and payment of liabilities existing on
the Closing Date ___________
EBITDA $
==========
Required EBITDA $
==========
In Compliance Yes/No
11
EXHIBIT B TO
EXHIBIT 4.7(D)
COMPLIANCE CERTIFICATE
BORROWERS:
DEFLECTA-SHIELD CORPORATION
▇▇▇▇ INDUSTRIES, INCORPORATED
BELMOR AUTOTRON CORP.
DFM CORP.
AUTO VENTSHADE COMPANY
SMITTYBILT, INC.
DATE: _________ __, _____
COVENANT 4.6 TOTAL INDEBTEDNESS TO EBITDA
Total Indebtedness:
Average daily principal balance of the Revolving
Loans for the one month period ending on the date
set forth above $__________
Plus: Outstanding principal balance of the Term Loan[S] ___________
Outstanding principal balance of all other
Indebtedness ___________
Total Indebtedness $
==========
Operating Cash Flow (calculated in the manner required by
subsection 4.4) $
==========
Total Indebtedness to Operating Cash Flow Ratio ____ to ___
Required Total Indebtedness to Operating Cash Flow Ratio _________
In Compliance Yes/No
12
SCHEDULE I
TO
COMPLIANCE CERTIFICATE
BORROWERS:
DEFLECTA-SHIELD CORPORATION
▇▇▇▇ INDUSTRIES, INCORPORATED
BELMOR AUTOTRON CORP.
DFM CORP.
AUTO VENTSHADE COMPANY
SMITTYBILT, INC.
DATE: __________ __, ____
RESTRUCTURING CHARGES (ACTUAL)
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Type of FQ ending FQ ending FQ ending FQ ending FQ ending FQ ending FQ ending FQ ending
Charge 03-31-00 06-30-00 09-30-00 12-31-00 03-31-01 06-30-01 09-30-01 12-31-01
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Severance/Stay
Pay
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Training
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Building
Clean-up/
Retrofit
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Employee
Relocation
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Inventory
Relocation
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Mold
Transportation
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Refurbish
Molds/
Tooling
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Facility
Set-up Costs
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Consulting
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Asset
Write-Offs
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Lease Buyout
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Continuing
Costs
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
SUBTOTALS
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
TOTAL $
===========
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SCHEDULE I (CONTINUED)
TO
COMPLIANCE CERTIFICATE
BORROWERS:
DEFLECTA-SHIELD CORPORATION
▇▇▇▇ INDUSTRIES, INCORPORATED
BELMOR AUTOTRON CORP.
DFM CORP.
AUTO VENTSHADE COMPANY
SMITTYBILT, INC.
DATE: __________ __, ____
RESTRUCTURING CHARGES (PROJECTED)
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Type of FQ ending FQ ending FQ ending FQ ending FQ ending FQ ending FQ ending FQ ending
Charge 03-31-00 06-30-00 09-30-00 12-31-00 03-31-01 06-30-01 09-30-01 12-31-01
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Severance/Stay
Pay
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Training
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Building
Clean-up/
Retrofit
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Employee
Relocation
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Inventory
Relocation
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Mold
Transportation
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Refurbish
Molds/
Tooling
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Facility
Set-up Costs
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Consulting
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Asset
Write-Offs
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Lease Buyout
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
Continuing
Costs
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
SUBTOTALS
---------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
TOTAL $
===========
14
