AMENDMENT NO. 2 TO
LOAN AND SECURITY AGREEMENT
XXXXX INDUSTRIES, INC.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
July 3, 1996
Congress Financial Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Congress Financial Corporation ("Lender") and Magnesium Corporation of
America ("Borrower") have entered into certain financing arrangements
pursuant to the Loan and Security Agreement, dated as of August 4, 1993,
between Lender and Borrower, as previously amended pursuant to Amendment No.
1 to Loan and Security Agreement, dated January 31, 1996 (the "Amendment No.
1"), between Lender and Borrower (as amended hereby and as the same may be
further amended, modified, supplemented, extended, renewed, restated or
replaced, the "Loan Agreement", and together with all agreements, documents
and instruments at any time executed and/or delivered in connection therewith
or related thereto, collectively, the "Financing Agreements"). All
capitalized terms used herein shall have the meaning assigned thereto in the
other Financing Agreements, unless otherwise defined herein.
Renco Metals, Inc., owner of all of the issued and outstanding shares of
common stock of Borrower ("Renco Metals"), is purchasing up to all of the
Existing Senior Notes (as defined below) pursuant to the Tender Offer (as
defined below) as described in the Tender Offer Agreements (as defined
below);
Renco Metals is also issuing $150,000,000 of the New RMI Notes (as
defined below), which will be guaranteed by Borrower and Magnesium
Corporation of America, a wholly owned subsidiary of Renco Metals
("Magcorp"), and some of the proceeds of such notes are to be used by Renco
Metals to repurchase up to all of the Existing Senior Notes pursuant to the
Tender Offer;
Borrower has requested that Lender, among other things, (a) consent to
the purchase by Renco Metals of the Existing Senior Notes tendered for such
purchase pursuant to the Tender Offer, (b) permit Borrower to execute and
deliver the unsecured guarantee by Borrower of the indebtedness of Renco
Metals evidenced by the New RMI Notes, (c) agree to amend certain
provisions of the Loan Agreement to permit the foregoing transactions and (d)
agree to extend the term of the Financing Agreements and further amend the
Loan Agreement, and Lender is willing to consent to such purchase of the
Existing Senior Notes, permit such unsecured guarantee, and agree to such an
extension to the Financing Agreements and to such amendments to the Loan
Agreement, subject to the terms and conditions contained herein. By this
Amendment, Lender and Borrower desire and intend to evidence such amendments.
In consideration of the foregoing, and other good and valuable
consideration, and the respective agreements and covenants contained herein,
the parties hereto agree as follows:
1. DEFINITIONS.
(a) ADDITIONAL DEFINITIONS. As used herein, the following terms
shall have the respective meanings given to them below and the Loan Agreement
shall be deemed and is hereby amended to include, in addition and not in
limitation, each of the following definitions:
(i) "NEW RMI INDENTURE" shall mean the Indenture, dated as of
July 1, 1996, by and among Renco Metals, as obligor, Borrower and Magcorp, as
guarantors, and Fleet National Bank, as Indenture Trustee with respect to the
New RMI Notes, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.
(ii) "NEW RMI NOTES" shall mean the 11.5% Senior Notes due
2003 issued by Renco Metals pursuant to the New RMI Indenture in the
aggregate principal amount of $150,000,000, as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced.
(iii) "TENDER OFFER" shall mean the offer by Renco Metals to
purchase for cash up to all of the Existing Senior Notes at a price of
112.75% of the aggregate principal amount thereof, plus accrued and unpaid
interest, pursuant to the Tender Offer Agreements.
(iv) "TENDER OFFER AGREEMENTS" shall mean, individually and
collectively, the Offer to Purchase and Consent Solicitation Statement, dated
May 24, 1996, as amended on June 18, 1996, with respect to the repurchase by
Renco Metals of the Existing Senior Notes, and all other agreements,
documents and instruments related thereto, as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced.
(v) "EXISTING SENIOR NOTES" shall mean the 12% Senior Notes
due 2000, issued by Renco Metals, dated as of
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August 4, 1993, pursuant to the Existing Indenture payable to the order of
the holders thereof in the original principal amount of $75,000,000, on the
terms and conditions set forth in Exhibit A to the Loan Agreement, as the
same now exists or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced.
(vi) "EXISTING INDENTURE" shall mean the Indenture, dated as
of August 1, 1993, by and among Renco Metals, as obligor, Borrower and
Magnesium Corporation of America, as guarantors, and Shawmut Bank Connecticut
National Association, as indenture trustee with respect to the Existing
Senior Notes, and the Supplemental Indenture, dated July 1, 1996 (the
"Supplemental Indenture"), as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced.
(b) AMENDMENTS TO DEFINITIONS.
(i) All references to the term "Senior Notes" in the Loan
Agreement and in any of the other Financing Agreements shall be deemed and
each such reference is hereby amended to mean the "Existing Senior Notes" as
such term is defined herein.
(ii) All references to the term "Indenture" in the Loan
Agreement and in any of the other Financing Agreements shall be deemed and
each such reference is hereby amended to mean the "Existing Indenture" as
such term is defined herein.
(iii) Sections 1.22 and 1.43 of the Loan Agreement, are hereby
deleted in their entirety and the following substituted therefor:
"[Intentionally omitted]".
(c) INTERPRETATION. For purposes of this Amendment, unless
otherwise defined herein, all terms used herein, including, but not limited
to, those terms used and/or defined in the recitals hereto, shall have the
respective meanings assigned thereto in the Loan Agreement.
2. CONSENTS. Subject to the terms and conditions contained herein,
Lender hereby consents to: (a) the purchase by Renco Metals of up to all of
the Existing Senior Notes pursuant to the Tender Offer and (b) the amendment
to the Existing Indenture as set forth in the Supplemental Indenture.
3. INTEREST RATE. All references in Section 1.23 of the Loan
Agreement to "one and three-quarter percent (1 3/4%) per annum" and "three
and three-quarter (3-3/4%) percent per annum" are each hereby deleted and the
following substituted therefor: "one (1%) percent per annum" and "three (3%)
percent per annum", respectively.
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4. MAXIMUM CREDIT. Section 1.32 of the Loan Agreement is hereby
deleted in its entirety and the following substituted therefor:
"1.32 "Maximum Credit" shall mean $7,000,000."
5. INVENTORY ADVANCE RATE. Section 2.1(a)(ii) of the Loan Agreement is
hereby deleted in its entirety and the following substituted therefor:
"(ii) fifty (50%) percent of the Value of Eligible Inventory (or
such greater or lesser percentage thereof as Lender may determine
from time to time).
6. INVENTORY SUBLIMIT. Section 2.1(b) of the Loan Agreement is hereby
deleted in its entirety and the following substituted therefor:
"(b) Notwithstanding anything to the contrary contained herein or
in any of the other Financing Agreements, except in Lender's
discretion, the aggregate unpaid principal amount of the Loans
outstanding at any time based on Eligible Inventory, regardless of
the amounts of such Eligible Inventory, shall not exceed $3,500,000."
7. Letter of Credit Accommodations.
(a) Section 2.2(b)(i) of the Loan Agreement is hereby deleted in
its entirety and the following substituted therefor:
"(i) additional Loans pursuant to the Lending Formulas, lending
sublimits set forth in Sections 2.1(b) and 2.1(f) and the Maximum
Credit, shall be available to Borrower on the date of, and after
giving effect to, the proposed issuance of the Letter of Credit
Accommodation as follows: (A) if the proposed Letter of Credit
Accommodation is for the purpose of purchasing Eligible Inventory,
then in an amount equal to (1) fifty (50%) percent multiplied by
the Value of such Eligible Inventory, plus (2) the freight, duty
and other amounts which Lender estimates, in its discretion, must
be paid for or in connection with such Inventory upon arrival or
for delivery to Borrower and (B) if the proposed Letter of Credit
Accommodation is for any other purpose, then one hundred (100%)
percent of the amount thereof;"
(b) Section 2.2(d) of the Loan Agreement is hereby deleted in its
entirety and the following substituted therefor:
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"(d) Except in Lender's discretion, the aggregate maximum amount
of Loans which might otherwise be made available to Borrower by
Lender pursuant to the Lending Formulas, the lending sublimits
set forth in Sections 2.1(b) and 2.1(f) and the Maximum Credit,
shall be reduced from time to time as follows: (i) as to Letter
of Credit Accommodations for the purpose of purchasing Eligible
Inventory, by an amount equal to: (A) fifty (50%) percent
multiplied by the Value of Eligible Inventory to be purchased
with such Letter of Credit Accommodation, plus (B) the freight,
duty and other amounts which Lender estimates, in its discretion,
must be paid for or in connection with such Inventory upon
arrival or for delivery to Borrower and (ii) as to Letter of
Credit Accommodations for any other purpose, one hundred (100%)
percent of the then outstanding aggregate amount thereof and all
other commitments and obligations made or incurred by Lender with
respect thereto."
(c) The reference in Section 2.2(e) of the Loan Agreement to
"three (3%) percent per annum" is hereby deleted and the following
substituted therefor: "one and one-half (1 1/2%) percent per annum".
8. UNUSED LINE FEE. The reference in Section 2.5(a) of the Loan
Agreement to the "Maximum Credit" is hereby deleted and the following
substituted therefor: "$5,000,000".
9. Section 6.3(f) of the Loan Agreement is hereby deleted in its
entirety and the following substituted therefor:
"(f) Indebtedness of Borrower in respect of Capitalized
Lease Obligations incurred in the ordinary course of
business;"
10. GUARANTEES.
(a) Section 6.5(c) of the Loan Agreement is hereby deleted in its
entirety and the following substituted therefore:
"(c) the unsecured guarantee by Borrower of the Indebtedness
of Renco Metals evidenced by the Existing Senior Notes (as
in effect on the date hereof) in an aggregate principal
amount equal to the sum of $75,000,000 minus the aggregate
principal amount of Existing Senior Notes purchased by Renco
Metals in the Tender Offer pursuant to the terms of the
Tender Offer Agreements; PROVIDED, THAT: (i) Borrower shall
not, directly or indirectly, (a) amend, modify, alter or
change the terms
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of such guarantee or consent to any of the same as to
the Existing Senior Notes or any agreements, documents
or instruments executed and/or delivered in connection
therewith, including, but not limited to, the
Existing Indenture, or (b) except as permitted under
Section 6.6(h), redeem, retire, defease, purchase or
otherwise acquire such indebtedness prior to its stated
maturity, or set aside or otherwise deposit or invest any
sums for such purpose, and (ii) Borrower shall furnish to
Lender all notices, demands or other material either received
from any of the holders of the Existing Senior Notes or
any representative of the holders (including, but not limited
to, the trustee), promptly after receipt thereof, or sent by
Borrower, or on its behalf, to any of the holders or
the Existing Senior Notes, or any representative of the
holders (including, but not limited to, the trustee)
concurrently with the sending thereof, as the case may
be;"
(b) Section 6.5 of the Loan Agreement is hereby amended by adding
the following new Section (h) immediately after Section 6.5(g) thereof:
"(h) the unsecured guarantee by Borrower of the Indebtedness
of Renco Metals evidenced by the New RMI Notes (as in effect
on the date hereof); PROVIDED, THAT: (i) Borrower shall
not, directly or indirectly, (a) amend, modify, alter or
change the terms of such guarantee or consent to any of
the same as to the New RMI Notes or any agreements,
documents or instruments executed and/or delivered in
connection therewith, including, but not limited to, the
New RMI Indenture, or (b) except as permitted under
Section 6.6(h), redeem, retire, defease, purchase or
otherwise acquire such indebtedness prior to its stated
maturity, or set aside or otherwise deposit or invest any
sums for such purpose, and (ii) Borrower shall furnish to
Lender all notices, demands or other material either
received from any of the holders of the New RMI Notes or
any representative of such holders, including, but not
limited to, the trustee), promptly after receipt thereof,
or sent by Borrower, or on its behalf, to any of the holders
of the New RMI Notes, or any
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representative of such holders (including, but not limited to,
the trustee) concurrently with the sending thereof, as the case
may be;"
11. TRANSACTIONS WITH AFFILIATES.
(a) Section 6.6(f) of the Loan Agreement is hereby deleted in its
entirety and the following substituted therefor:
"(f) Borrower may make payments to or on behalf of
Renco Metals; PROVIDED, THAT, (i) all proceeds of each
such payment by Borrower to or on behalf of Renco Metals
shall be used to pay the regularly scheduled interest due
and payable within six (6) months of the date of such
payment under the terms of the Existing Senior Notes (as
in effect on the date hereof), (ii) the amount of each
such payment by Borrower to or on behalf of Renco Metals
shall not exceed an amount equal to: (A) the amount of
the regularly scheduled payments of interest under the
Existing Senior Notes (as in effect on the date hereof)
due and payable within six (6) months of the date of such
payment by Borrower to or on behalf of Renco Metals MINUS
(B) any amounts paid by Magcorp to or on behalf of Renco
Metals in respect of such interest then due, and (iii) no
Event of Default, or act, condition or event which with
notice or passage of time or both would constitute an
Event of Default shall have occurred and be continuing at
the time of or after giving effect to the payment of any
such amounts".
(b) Section 6.6 of the Loan Agreement is hereby amended by adding
the following new Sections (g) and (h) immediately after Section 6.6(f)
thereof:
"(g) Borrower may make payments to or on behalf of
Renco Metals; PROVIDED, THAT, (i) all proceeds of each
such payment by Borrower to or on behalf of Renco Metals
shall be used to pay the regularly scheduled interest due
and payable within six (6) months of the date of such
payment under the terms of the New RMI Notes (as in
effect on the date hereof), (ii) the amount of each such
payment by Borrower to or on behalf of Renco Metals shall
not exceed an amount equal to: (A) the amount of the
regularly scheduled payments of interest under the New
RMI Notes (as in effect on the date hereof) due and
payable within six (6) months of the date of such payment
by Borrower to or on behalf of Renco Metals MINUS (B) any
amounts paid by Magcorp
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to or on behalf of Renco Metals in respect of such
interest then due, and (iii) no Event of Default,
or act, condition or event which with notice or
passage of time or both would constitute an Event
of Default shall have occurred and be continuing
at the time of or after giving effect to the
payment of any such amounts; and
(h) Borrower may make certain payments to or on
behalf of Renco Metals; PROVIDED, THAT, (i) all
proceeds of each such payment by Borrower to or on
behalf of Renco Metals shall be used to pay any
mandatory redemptions of the Existing Senior Notes
and the New RMI Notes (as each is in effect on the
date hereof) required by the Existing Indenture
and the New RMI Indenture (as each is in effect on
the date hereof) in the event of (A) certain Asset
Sales (as defined in the Existing Indenture and
the New RMI Indenture as each is in effect on the
date hereof) of Borrower other than the
Collateral, and (B) a Change of Control (as
defined in the Existing Indenture and the New RMI
Indenture as each is in effect on the date
hereof), (ii) the amount of each such payment by
Borrower to or on behalf of Renco Metals shall not
exceed an amount equal to: (A) the amount of the
mandatory redemptions of the Existing Senior Notes
and the New RMI Notes required to be paid by Renco
Metals MINUS (B) any amounts paid by Magcorp to or
on behalf of Renco Metals in respect of such
payments, and (iii) no Event of Default, or act,
condition or event which with notice or passage of
time or both would constitute an Event of Default
shall have occurred and be continuing at the time
of or after giving effect to the payment of any
such amounts".
(c) Notwithstanding anything to the contrary contained in Sections
6.6 or 6.7 of the Loan Agreement, but subject to the terms and conditions
contained herein, Borrower may declare and pay, out of legally available
funds therefor, a one (1) time dividend as of the date hereof to Renco Metals
or to Renco Group on behalf of Renco Metals in an amount not to exceed an
amount equal to: (A) $75,028,175.21 MINUS (B) any amounts paid by Magcorp to
Renco Metals or to Renco Group on behalf of Renco Metals in respect of such a
dividend payment as of the date hereof.
12. RENEWAL DATE. The reference in Section 9.1(a) of the Loan
Agreement (as previously amended) to "five (5) years from the date hereof"
shall be deleted in its entirety and the following substituted therefor: "six
(6) years from the date hereof".
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13. EARLY TERMINATION FEE. Notwithstanding anything to the contrary
contained in Section 9.1(e) of the Loan Agreement or any of the other
Financing Agreements (including Amendment No. 1), if Lender terminates the
Loan Agreement or the other Financing Agreements upon the occurrence of an
Event of Default or at the request of Borrower prior to the Renewal Date (as
amended herein), Borrower hereby agrees to pay to Lender for the account of
Lender, upon the effective date of such termination, an early termination fee
in an amount equal to:
(i) $140,000, if such termination is effective prior to the fourth
anniversary of the Loan Agreement; or
(ii) $70,000, if such termination is effective after the fourth
anniversary of the Loan Agreement but prior to the Renewal Date
or the anniversary of the Renewal Date in any subsequent year
thereafter.
14. NOTICE. Notwithstanding anything to the contrary contained in
Section 9.5 of the Loan Agreement, copies of all notices, requests and
demands to or upon Borrower are to be given to the following address:
The Renco Group, Inc.
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxx Xxxx Xxxxxxx
15. FACILITY INCREASE FEE. Borrower hereby agrees to pay
Lender a Facility Increase Fee in the amount of $20,000,
simultaneously with the execution of this Amendment, which fee is
fully earned as of the date hereof. Such fee may, at Congress'
option, be charged directly to any account of Borrower maintained
by Lender.
16. REPRESENTATIONS, WARRANTIES AND COVENANTS. In addition
to the continuing representations, warranties and covenants
heretofore or hereafter made by Borrower to Lender pursuant to
the other Financing Agreements, Borrower hereby represents,
warrants and covenants with and to Lenders as follows (which
representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof and shall be
incorporated into and made a part of the Financing Agreements):
(a) TENDER OFFER AND CANCELLATION OF EXISTING SENIOR
NOTES.
(i) The Tender Offer Agreements and the transactions
contemplated thereunder have been duly executed, delivered and performed in
accordance with their terms by the respective parties thereto in all
respects, including the fulfillment (not merely the waiver, except as may be
disclosed to
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Agent and consented to in writing by Agent) of all conditions precedent set
forth therein and giving effect to the terms of the Tender Offer Agreements,
the portion of all of the Existing Senior Notes tendered by the holders of
Existing Senior Notes and accepted by Renco Metals have been purchased by
Renco Metals and obligations, liabilities and indebtedness of Renco Metals
evidenced by or arising under such tendered Existing Senior Notes have been
satisfied.
(ii) All actions and proceedings required by the Tender Offer
Agreements, applicable law and regulation have been taken and the
transactions required thereunder had been duly and validly taken and
consummated.
(iii) No court of competent jurisdiction has issued any
injunction, restraining order or other order which prohibits consummation of
the transactions described in the Tender Offer Agreements and no governmental
action or proceeding has been threatened or commenced seeking any injunction,
restraining order or other order which seeks to void or otherwise modify the
transactions described in the Tender Offer Agreements.
(iv) Borrower has delivered, or caused to be delivered, to
Lender, true, correct and complete copies of the Tender Offer Agreements.
(b) NEW RMI NOTES.
(i) The New RMI Notes have been duly authorized, issued and
delivered by Renco Metals and all agreements, documents and instruments
related thereto, including, but not limited to, the New RMI Indenture, have
been duly authorized, executed and delivered and the transactions
contemplated thereunder performed in accordance with their terms by the
respective parties thereto in all respects, including the fulfillment (not
merely the waiver) of all conditions precedent set forth herein. All actions
and proceedings required by the New RMI Notes and the agreements, documents
and instruments related thereto, applicable law or regulation have been taken
and the transactions required thereunder have been duly and validly taken and
consummated. Neither the execution and deliver of New RMI Notes or any of
the instruments and documents to be delivered pursuant thereto, nor the
consummation of the transactions therein contemplated, nor compliance with
the provisions thereof, has violated or will violate any law or regulation or
any order or decree of any court or governmental instrumentality in any
respect or does or will conflict with or result in the breach of, or
constitute a default in any respect under, any indenture, mortgage, deed of
trust, agreement or instrument to which either Borrower or Renco Metals is or
was a party or may be bound, or result in the creation or imposition of any
lien, charge, or encumbrance upon any of the property of Borrower or Renco
Metals
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or violate any provision of the Certificate of Incorporation or By-Laws of
Borrower or Renco Metals.
(ii) No court of competent jurisdiction has issued any
injunction, restraining order or other order which prohibits consummation of
the issuance of the New RMI Notes and the transactions described therein and
no governmental or other action or proceeding has been threatened or
commenced, seeking any injunction, restraining order or other order which
seeks to void or otherwise modify the issuance of the New RMI Notes.
(iii) Borrower has delivered, or caused to be delivered, to
Lender, a true, correct and complete specimen of the New RMI Notes and copies
of all other agreements, documents and instruments existing as of the date
relating thereto.
(c) NO DEFAULT. No Event of Default exists on the date of this
Amendment (after giving effect to the amendments to the Loan Agreement made
by this Amendment).
(d) CORPORATE POWER AND AUTHORITY. This Amendment has been duly
executed and delivered by Borrower and is in full force and effect as of the
date hereof, and the agreements and obligations of Borrower contained herein
constitute legal, valid and binding obligations of Borrower enforceable
against Borrower in accordance with their respective terms.
17. CONDITIONS PRECEDENT. The effectiveness of the consents and other
terms and conditions contained herein shall be subject to the receipt by
Lender of each of the following, in form and substance satisfactory to Lender:
(a) evidence that: (i) the New RMI Notes and all agreements,
documents and instruments relating thereto have been duly authorized,
executed and delivered by the parties thereto in accordance with their terms
and (ii) Renco Metals has received from or on behalf of the initial holder of
the New RMI Notes cash or other immediately available funds in the aggregate
amount of $150,000,000 minus any underwriting discount with respect thereto,
constituting the net proceeds from the issuance of the New RMI Notes;
(b) evidence that the proceeds received by Renco Metals from or on
behalf of the holders of the New RMI Notes have been applied as set forth in
the Form S-1 Registration Statement filed by Renco Metals with the
Securities and Exchange Commission on May 24, 1996, as amended, including
that some of the proceeds have been applied to repurchase all of the Existing
Senior Notes tendered by such holders pursuant to the Tender Offer; and
(c) an original of this Amendment, duly authorized, executed and
delivered by Borrower.
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18. ADDITIONAL EVENTS OF DEFAULT. The parties hereto acknowledge,
confirm and agree that the failure of Borrower to comply with the covenants,
conditions and agreements contained herein or in the New RMI Indenture shall
constitute an Event of Default under the Financing Agreements (subject to the
applicable cure period, if any, with respect thereto provided for in the Loan
Agreement as in effect on the date hereof).
19. EFFECT OF THIS AGREEMENT. Except as modified pursuant hereto, no
other changes or modifications in the Loan Agreement or the other Financing
Agreements are intended or implied and the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of the
affective date hereof. To the extent of conflict between the terms of this
Amendment and the other Financing Agreements, the terms of this Amendment
shall control.
20. GOVERNING LAW. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in
accordance with the laws of the State of New York.
21. BINDING EFFECT. This Amendment shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.
22. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one
and the same agreement. In making proof of this Amendment, it shall not be
necessary to produce or account for more than one counterpart thereof signed
by each of the parties hereto.
23. FURTHER ASSURANCES. The parties hereto shall execute and deliver
such additional documents and take such additional action as may be necessary
or desirable to effectuate the provisions and purposes of this Agreement.
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Please sign the enclosed counterpart of this Amendment in the space
provided below, whereupon this Amendment, as so accepted by Lender, shall
become a binding agreement between Borrower and Lender.
Very truly yours,
XXXXX INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxx
--------------------------
Title: Vice President
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AGREED:
CONGRESS FINANCIAL CORPORATION
By: /s/ Xxxxx X. Last
--------------------------
Title: Vice President
-----------------------
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