EXHIBIT 10.1
AMENDMENT AND WAIVER NO. 3
AMENDMENT AND WAIVER NO. 3, dated as of April 30, 2002 (this
"Amendment"), to the Secured, Super-Priority Debtor in Possession Revolving
Credit Agreement, dated as of November 13, 2001 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), by and among
CLASSIC CABLE, INC., a Delaware corporation (the "Borrower"), as a debtor and
debtor in possession under Chapter 11 of the Bankruptcy Code, CLASSIC
COMMUNICATIONS, INC., a Delaware corporation (the "Parent Guarantor"), as a
debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, each
Subsidiary of the Borrower party thereto as a guarantor (the "Subsidiary
Guarantors" and together with the Parent Guarantor, the "Guarantors"), each as a
debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, the
financial institutions party thereto as lenders (the "Lenders"), XX Xxxxxx Xxxxx
Bank, as issuer (in such capacity, the "Issuer"), and XXXXXXX SACHS CREDIT
PARTNERS L.P., as the administrative agent for the Lenders and the Issuer (in
such capacity, the "Administrative Agent") and as lead arranger and syndication
agent.
WITNESSETH:
WHEREAS, the Borrower has requested that the Lenders waive any
Default or Event of Default arising under Section 9.1(d) of the Credit Agreement
as a result of its failure to comply with Section 5.2 of the Credit Agreement
for month ended December 31, 2001, and the Requisite Lenders have agreed to so
waive any such Default or Event of Default, subject to the terms and conditions
of this Amendment;
WHEREAS, the Borrower has requested that the Lenders waive any
Default or Event of Default arising under Section 9.1(a) or (b) of the Credit
Agreement as a result of the Borrower's failure to comply with Section 2.8(d) of
the Credit Agreement prior to the date hereof, and the Requisite Lenders have
agreed to so waive any such Default or Event of Default subject to the terms and
conditions of this Amendment; and
WHEREAS, the Borrower and the Lenders have further agreed to
amend Sections 1.1, 2.3(b), 2.8(b), 5.2, 6.1, 7.12, 8.1 and 9.2 and Schedule 1
of the Credit Agreement so as to, among other things (a) amend the definition of
"EBITDA" and reduce the existing minimum EBITDA covenant levels, (b) provide for
additional reporting requirements and affirmative covenants with respect to the
capital raising activities of, and investment and sale alternatives for, the
Borrower (c) permit the Loan Parties to finance certain insurance premiums and
(d) reduce the Revolving Credit Commitments from $30,000,000 to $25,000,000, in
each case subject to the terms and conditions of this Amendment;
NOW THEREFORE, in consideration of the foregoing premises and
for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree to the following:
1. Defined Terms. Capitalized terms used herein but not
defined herein have the respective meanings ascribed thereto in the Credit
Agreement.
2. Amendment. As of the Effective Date (as defined below):
(a) Section 1.1 of the Credit Agreement is hereby amended by
adding the following definitions in their proper alphabetical order:
"'Amendment No. 3' means Amendment and Waiver No. 3, dated as
of April 30, 2002, among the Loan Parties, the Lenders, the Issuer and
the Administrative Agent."
"'Due Diligence Consultant Costs' has the meaning specified in
Section 7.12(c)."
(b) The definition of "EBITDA" in Section 1.1 of the Credit
Agreement is hereby amended by (i) deleting the word "and" immediately after
clause (b)(v) of such definition and adding in lieu thereof the following
phrase: "(vi) any Due Diligence Consultant Costs, (vii) any expenses or
reductions in revenue relating to the Borrower's issuance of customer coupons
during the period from November 1, 2001 through January 31, 2002 and"; (ii)
re-numbering clause (b)(vi) of such definition as clause (b)(viii); (iii)
deleting the word "and" immediately after clause (c)(v) of such definition and
adding in lieu thereof the following phrase: ", (vi) any increases in revenue
relating to the Borrower's issuance of customer coupons during the period from
November 1, 2001 through January 31, 2002, (vii) any channel launch revenues
relating to the National Geographic channel and"; (iv) re-numbering clause
(c)(vi) thereof as clause (c)(viii).
(c) Section 2.3(b) of the Credit Agreement is hereby amended
by deleting the word "In" at the beginning thereof and by adding the following
phrase in lieu thereof: "Unless otherwise permitted by the Issuer and the
Administrative Agent, in".
(d) Section 2.8(d) of the Credit Agreement is hereby amended
by inserting the word "book" before the word "balance" in each of the three
instances in which it appears in Section 2.8(d).
(e) Section 3.2 of the Credit Agreement is hereby amended by
re-lettering paragraph (f) thereof as paragraph (g) and by inserting the
following new paragraph (f) immediately following paragraph (e) thereof:
"(f) Deposit Account Balances. The Borrower shall be in
compliance with Section 2.8(d) both before and after giving effect to
such Borrowing."
(f) Section 5.2 of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with the following:
"SECTION 5.2. MINIMUM EBITDA. The Borrower and its
consolidated Subsidiaries will have (i) EBITDA for the one-month period
ending January 31, 2002 of not less than $1,700,000, (ii) EBITDA for
the two-month period ending February 28, 2002 of not less than
$3,400,000 and (iii) as of the last day of each month set forth below,
EBITDA for the three-month period ending on such day of not less than
the following:
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PRE-EXTENSION DATE:
March 2002 $5,300,000
April 2002 $5,700,000
May 2002 $6,200,000
June 2002 $7,300,000
July 2002 $7,900,000
August 2002 $8,600,000
September 2002 $9,200,000
October 2002 $9,700,000
POST-EXTENSION DATE:
November 2002 $10,100,000
December 2002 $10,500,000
January 2003 $10,500,000
(g) Section 6.1 of the Credit Agreement is hereby amended by
adding the following new clauses (j) and (k):
"(j) Capital Raising Activities.
(i) A bi-weekly report delivered to the
Administrative Agent identifying the Persons who have
expressed to the Borrower a bona-fide interest in investing in
the Loan Parties or acquiring a material portion of the Loan
Parties' assets and, with respect to each such Person, (A)
whether such Person has signed, or has been asked to sign, a
confidentiality agreement with the Borrower, (B) whether such
Person has met with the Borrower or any of its advisors or has
been provided any information about the Loan Parties, (C)
whether such Person has made any proposals to invest in the
Loan Parties and (D) written copies of any proposals received
by the Borrower from such Person, in each case subject to, and
to the extent permitted under, the applicable confidentiality
agreement or proposal.
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(ii) A bi-weekly report delivered to the
Administrative Agent identifying the Persons who the cable
systems broker described in Section 7.12(d), in connection
with any proposed sale of one or more of the Loan Parties'
cable systems to a third party, has contacted or who have
expressed to the Borrower a bona-fide interest in purchasing
one or more of the Loan Parties' cable systems and, with
respect to each such Person, (A) whether such Person has
signed, or has been asked to sign, a confidentiality agreement
with the Borrower, (B) whether such Person has met with the
Borrower or any of its advisors or has been provided any
information about the Loan Parties and the status of the due
diligence being performed, or anticipated to be performed, by
such Person, (C) whether such Person has made any proposals to
purchase one or more of the Loan Parties' cable systems and
(D) written copies of any proposals received by the Borrower
from such Person, in each case subject to, and to the extent
permitted under, the applicable confidentiality agreement or
proposal.
(k) Capital and Marketing Expenditures. Each month, a report
delivered to the Administrative Agent detailing (i) the Capital
Expenditures made or proposed to be made by the Borrower or any of the
Guarantors and the nature of such Capital Expenditures (e.g., for
upgrades, picture improvements, etc.) and (ii) the marketing
expenditures made or proposed to be made by the Borrower or any of the
Guarantors, including, without limitation, who such expenditures are
targeting, and an estimate of such expenditures for the year to date."
(h) Article VII of the Credit Agreement is hereby amended by
adding the following new Section 7.12:
"SECTION 7.12. INVESTMENT AND SALE ALTERNATIVES. The
Borrower shall:
(a) (i) respond to all solicitations from prospective
investors who have expressed to the Borrower a bona-fide
interest in investing in the Loan Parties or acquiring a
material portion of the Loan Parties' assets, subsequent to
the execution of a confidentiality agreement, by cooperating
with and granting access to such prospective investors to the
Company and its management in connection with such prospective
investors' due diligence review and (ii) on or before August
1, 2002, complete a comprehensive offering memorandum and
provide a written copy to the Administrative Agent.
(b) [Information omitted and filed separately with
the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.]
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(c) Pay up to $150,000 in reasonable fees, costs and
expenses (the 'Due Diligence Consultant Costs') incurred by
Xxx Xxxxxx subject to that certain reimbursement agreement (to
be agreed upon by the Borrower and Xx. Xxxxxx); provided that
(i) the Borrower shall use its reasonable best efforts to
enter into such reimbursement agreement with Xx. Xxxxxx, (ii)
the Bankruptcy Court approves the payment of such fees, costs
and expenses and (iii) Due Diligence Consultant Costs shall be
included in the Budget approved by the Administrative Agent
pursuant to Section 6.1(e);
(d) (i) Within 30 days after the Effective Date,
subject to the approval of the Bankruptcy Court, retain a
cable systems broker reasonably acceptable to the
Administrative Agent that will use its best efforts to
identify potential buyers for the Loan Parties' small cable
systems listed on Schedule 1 to Amendment No. 3 or any other
cable systems identified by the Board of Directors;
(e) Make its senior executives and other employees
and its professional advisors available to participate in a
meeting with the Lenders and their professional advisors no
later than April 15, 2002; and
(f) [Information omitted and filed separately with
the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.]
(i) Section 8.1 of the Credit Agreement is hereby amended by
(i) deleting the word "and" at the end of clause (g) thereof, (ii) by
re-designating clause (h) thereof as clause (i) and (iii) by adding the
following new clause (h):
"(h) Indebtedness owed to AFCO Premium Credit LLC arising in
connection with the financing of the insurance premiums of the
Loan Parties."
(j) (i) Section 8.2 of the Credit Agreement is hereby amended
by (i) deleting the word "and" at the end of clause (f) thereof, (ii) by
re-designating clause (g) thereof as clause (h) and (iii) by adding the
following new clause (g):
"(g) Liens in favor of AFCO Premium Credit LLC on
unearned premiums and dividends and the amounts payable under
any financing agreement arising in connection with the
financing of the insurance premiums of the Loan Parties."
(k) Section 9.1(d) of the Credit Agreement is hereby amended
and restated in its entirety as follows:
"(d) Any Loan Party shall fail to perform or observe
(i) any term, covenant or agreement contained in Article V,
Section 6.1, 6.2, 7.1, 7.6, 7.9 or 7.11 or Article VIII, (ii)
any term, covenant or agreement contained in Section 2.8(d) if
such failure under this clause (ii) shall remain unremedied
for five
5
days after the earlier of the date on which (A) a Responsible
Officer of any Loan Party or any Subsidiary thereof becomes
aware of such failure or (B) written notice thereof shall have
been given to the Borrower by the Administrative Agent or any
Lender or (iii) any other term, covenant or agreement
contained in this Agreement or in any other Loan Document if
such failure under this clause (iii) shall remain unremedied
for 30 days after the earlier of the date on which (A) a
Responsible Officer of any Loan Party or any Subsidiary
thereof becomes aware of such failure or (B) written notice
thereof shall have been given to the Borrower by the
Administrative Agent or any Lender; provided, however, that
failure to perform under Section 6.12(b) shall not be deemed
an Event of Default hereunder;"
(l) The Credit Agreement is hereby amended by adding the
following new Section 13.18
SECTION 13.18. TREATMENT OF CERTAIN INFORMATION;
CONFIDENTIALITY.
(a) The Borrower and the other Loan Parties
acknowledge that from time to time financial advisory,
investment banking and other services may be offered or
provided to the Borrower or one or more of its Subsidiaries
(in connection with this Agreement or otherwise) by any
Lender, or by one or more Subsidiaries or Affiliates of such
Lender and the Borrower and each Loan Party hereby authorizes
each Lender to share any information delivered to such Lender
by the Borrower and its Subsidiaries pursuant to this
Agreement, or in connection with the decision of such Lender
to enter into this Agreement, to any such Subsidiary or
Affiliate, it being understood that any such Subsidiary or
Affiliate receiving such information shall be bound by the
provisions of clause (b) below as if it were a Lender
hereunder. Such authorization shall survive the repayment of
the Loans, the expiration of the Letters of Credit and the
termination of the Commitments.
(b) Each Lender, the Issuer and the Administrative
Agent agrees (on behalf of itself and each of its Affiliates,
directors, officers, employees and representatives) to use
reasonable precautions to keep confidential, in accordance
with their customary procedures for handling confidential
information of the same nature and in accordance with safe and
sound banking practices, any non-public information supplied
to it by the Borrower or any other Loan Party pursuant to this
Agreement or any of the other Loan Documents that is
identified by the Borrower as being confidential at the time
the same is delivered to the Lenders, the Issuer or the
Administrative Agent, provided that nothing herein shall limit
the disclosure of any such information (i) to the extent
required by statute, rule, regulation or judicial process,
(ii) to counsel for any of the Lenders, the Issuer or the
Administrative Agent, (iii) to bank examiners or other
regulatory authorities, auditors or accountants, (iv) to the
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Administrative Agent, the Issuer or any other Lender, (v) in
connection with any litigation to which any one or more of the
Lenders, the Issuer or the Administrative Agent is a party,
(vi) to a subsidiary or Affiliate of such Lender as provided
in clause (a) above or (vii) to any assignee or participant
(or prospective assignee or participant), and provided further
that in no event shall any Lender, the Issuer or the
Administrative Agent be obligated or required to return any
materials furnished by the Borrower or any other Loan Party.
(m) Schedule 1 to the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with the following:
Lender Revolving Credit Commitment
------ ---------------------------
Xxxxxxx Sachs Credit Partners L.P. $ 3,333,333.33
SRV-Highland Inc. 2,916,666.67
Senior Debt Portfolio 2,500,000.00
TRSI LLC 5,833,333.33
Xxxxxx Financial, Inc. 1,666,666.67
JPMorgan Chase Bank 1,666,666.67
Debt Strategies Fund, Inc. 2,500,000.00
Senior High Income Portfolio, Inc. 833,333.33
Xxxxxxx Xxxxx Senior Floating Rate Fund, Inc. 1,250,000.00
North American Senior Floating Rate Fund, Inc. 833,333.33
The Travelers Insurance Company 1,666,666.67
--------------
Total $25,000,000.00
==============
3. Waiver.
(a) As of the Effective Date (as defined below), the Requisite
Lenders hereby waive any Default or Event of Default arising under Section
9.1(d) of the Credit Agreement as a result of the Borrower's failure to comply
with Section 5.2 of the Credit Agreement for the months ended December 31, 2001
through March 31, 2002.
(b) As of the Effective Date (as defined below), the Requisite
Lenders hereby waive any Default or Event of Default arising under Section
9.1(a) or (b) of the Credit Agreement as a result of the Borrower's failure to
comply with Section 2.8(d) of the Credit Agreement prior to the Effective Date.
(c) As of the Effective Date (as defined below), the Requisite
Lenders hereby waive any Default or Event of Default arising under Section
9.1(d) of the Credit Agreement as a result of the Borrower's failure to comply
with Section 6.1(a) and (d) of the Credit Agreement for January 2002.
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4. Representations and Warranties. Each Loan Party hereby
represents and warrants that (a) this Amendment has been duly authorized,
executed and delivered by such party, (b) assuming the effectiveness of this
Amendment, no Default or Event of Default has occurred and is continuing on and
as of the date hereof and (c) the representations and warranties of each of the
Loan Parties contained in the Credit Agreement and the other Loan Documents are
true and correct on and as of the date hereof as if made on and as of the date
hereof other than as referred to herein, except to the extent such
representations and warranties expressly relate to a different specific date.
5. Reference to and Effect on the Credit Agreement. Except as
specifically amended or waived herein, the Credit Agreement shall remain in full
force and effect and is hereby ratified and confirmed. The execution, delivery
and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as an amendment, waiver or modification of any right, power or
remedy of the Administrative Agent, the Issuer or the Lenders under any of the
Loan Documents, nor constitute an amendment, waiver or modification of any other
provisions of the Loan Documents. This Amendment shall be a Loan Document for
the purposes of the Credit Agreement and the other Loan Documents.
6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
7. Effectiveness. This Amendment shall become effective as of
the date (the "Effective Date") when (a) the Administrative Agent shall have
received copies hereof which, when taken together, bear the signatures of each
of the Borrower, the Guarantors, the Administrative Agent and the Requisite
Lenders and (b) this Amendment is approved by the Bankruptcy Court; provided,
however, that Sections 2(i) and (j) and 3 of this Amendment shall become
effective when the condition precedent described in clause (a) above is
satisfied.
8. Fees, Costs and Expenses.
(a) On the Effective Date, the Borrower shall pay to the
Administrative Agent an administrative fee of $150,000.
(b) On the Effective Date, the Borrower shall pay to the
Administrative Agent for the benefit of the consenting Lenders a fee in an
amount equal to 0.5% of the Revolving Credit Commitments (as amended by this
Amendment), which fee will be distributed promptly by the Administrative Agent
to the Lenders on a pro rata basis.
(c) The Borrower agrees to pay on demand in accordance with
the terms of Section 13.3 of the Credit Agreement all costs and expenses of the
Administrative Agent in connection with the preparation, reproduction, execution
and delivery of this Amendment, including the reasonable fees and expenses of
counsel for the Administrative Agent with respect thereto.
9. Counterparts and Headings. This Amendment may be executed
in two or more counterparts, each of which shall constitute an original but all
of which when taken together shall constitute but one contract. Delivery of an
executed signature page of this Amendment by facsimile transmission shall be as
effective as delivery of a manually executed counterpart hereof. The headings of
this Amendment are for convenience of reference only, are not part of this
Amendment and are not to affect the construction of, or to be taken into
consideration interpreting, this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.
XXXXXXX SACHS CREDIT PARTNERS
L.P., as Administrative Agent and as a
Lender
By: /s/ Xxxxx Xxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Authorized Signatory
JPMORGAN CHASE BANK, as Issuer and
as a Lender
By: /s/ Xxxxxxx Lancia
-------------------------------
Name: Xxxxxxx Lancia
Title: Vice President
LENDER:
BLUE SQUARE FUNDING SERIES 3
(Type or Print Name of Institution)
By: Deutsche Bank Trust Company
Americas, f/k/a Bankers
Trust Co.
By: /s/ Xxxxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Assistant Vice President
LENDER:
SENIOR DEBT PORTFOLIO
(Type or Print Name of Institution)
By: Boston Management and Research, as
Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
-------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
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LENDER:
XXXXX XXXXX SENIOR INCOME TRUST
(Type or Print Name of Institution)
By: Xxxxx Xxxxx Management, as Investment
Advisor
By: /s/ Payson X. Xxxxxxxxx
-------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
LENDER:
XXXXX XXXXX INSTITUTIONAL
(Type or Print Name of Institution)
By: Xxxxx Xxxxx Management, as Investment
Advisor
By: /s/ Payson X. Xxxxxxxxx
-------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
LENDER:
OXFORD STRATEGIC INCOME FUND
(Type or Print Name of Institution)
By: Xxxxx Xxxxx Management, as Investment
Advisor
By: /s/ Payson X. Xxxxxxxxx
-------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
LENDER:
XXXXXXX & CO
(Type or Print Name of Institution)
By: Boston Management and Research, as
Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
-------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
10
LENDER:
XXXXXX FINANCIAL, INC.
(Type or Print Name of Institution)
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Duly Authorized Signatory
LENDER:
HIGHLAND LEGACY LIMITED
(Type or Print Name of Institution)
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Xxxxx Xxxxx
-------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice
President-CFO
LENDER:
SRV-HIGHLAND, INC.
(Type or Print Name of Institution)
By: /s/ Xxx X. Xxxxxx
--------------------------
Name: Xxx X. Xxxxxx
Title: Asst. Vice President
LENDER:
DEBT STRATEGIES FUND, INC.
(Type or Print Name of Institution)
By: /s/ Xxxxxx X.Liggid
-------------------------------
Name: Xxxxxx X. Liggid
Title: Authorized Signatory
LENDER:
SENIOR HIGH INCOME PORTFOLIO, INC.
(Type or Print Name of Institution)
By: /s/ Xxxxxx X. Liggid
-------------------------------
Name: Xxxxxx X. Liggid
Title: Authorized Signatory
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LENDER:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
(Type or Print Name of Institution)
By: /s/ Xxxxxx X. Liggid
-------------------------------
Name: Xxxxxx X. Liggid
Title: Authorized Signatory
LENDER:
XXXXXX XXXXXXX SENIOR FUNDING, INC.
(Type or Print Name of Institution)
By: /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
LENDER:
SUN AMERICAN SENIOR FLOATING RATE FUND
INC.
(Type or Print Name of Institution)
By: Xxxxxxxxx Capital Partners LLC, as
Subadvisor
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Partner
LENDER:
THE TRAVELERS INSURANCE COMPANY
(Type or Print Name of Institution)
By: /s/ Xxxxxx Xxxxxxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxxxxxx
Title: Investment Officer
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LENDER:
TRSI LLC
(Type or Print Name of Institution)
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Attorney-in-Fact
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Acknowledged and Agreed to as of
April 30, 2002 by:
CLASSIC CABLE, INC., AS BORROWER
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxx
Title: President
CLASSIC COMMUNICATIONS, INC., as
Parent Guarantor
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxx
Title: President
CALLCOM 24, INC.
CLASSIC CABLE HOLDING, INC.
CLASSIC CABLE OF OKLAHOMA, INC.
CLASSIC TELEPHONE, INC.
CORRECTIONAL CABLE TV, INC.
FRIENDSHIP CABLE OF ARKANSAS,
INC.
FRIENDSHIP CABLE OF TEXAS, INC.
TELEVISION ENTERPRISES, INC.
UNIVERSAL CABLE
COMMUNICATIONS, INC.
UNIVERSAL CABLE HOLDINGS, INC.
UNIVERSAL CABLE MIDWEST, INC.
UNIVERSAL CABLE OF BEAVER
OKLAHOMA, INC.
W.K. COMMUNICATIONS, INC.
WT ACQUISITION CORPORATION,
each as a Subsidiary Guarantor
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxx
Title: President
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