EXECUTION
CALMAR INC.
FIRST AMENDMENT
TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as
of October 4, 1996 and entered by and among Calmar Inc., a Delaware corporation
("COMPANY"), the financial institutions listed on the signature pages hereof
("LENDERS"), Mellon Bank, N.A. ("MELLON"), and Banque Indosuez
("INDOSUEZ"), and is made with reference to that certain Credit Agreement
dated as of August 18, 1995 (the "CREDIT AGREEMENT"), by and among Company,
Pearl Street L.P., Bankers Trust Company, the financial institutions listed on
the signature pages thereto, Xxxxxxx, Xxxxx & Co. as syndication agent, Bankers
Trust Company, as administrative agent (Bankers Trust Company resigned as
administrative agent effective on the close of business on August 18, 1995, and
Mellon Bank, N.A. became the successor administrative agent), and Mellon Bank,
N.A. as documentation and collateral agent. Capitalized terms used herein
without definition shall have the same meanings herein as set forth in the
Credit Agreement.
RECITALS
WHEREAS, Mellon desires to resign as Administrative Agent, Collateral
Agent, Documentation Agent, Swing Line Lender and Issuing Lender;
WHEREAS, Company and Lenders desire to (i) provide for Indosuez to succeed
Mellon as Administrative Agent, Collateral Agent, Documentation Agent, Swing
Line Lender and Issuing Lender, (ii) provide for Mellon's Assignment to Indosuez
of its Revolving Loan Commitment, (iii) provide for the cancellation of any
outstanding Letters of Credit issued by Mellon pursuant to the Credit Agreement,
and the issuance of Letters of Credit by Indosuez in substitution therefor and
(iv) amend the Credit Agreement to decrease the Revolving Loan Commitments by
$8,000,000 to $12,000,000, amend certain negative covenants including the
financial covenants and make certain other amendments thereto as set forth
below;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENTS TO SECTION 1: DEFINITIONS.
------------------------------------
A. Subsection 1.1 of the Credit Agreement is hereby amended by adding
thereto the following definition, which shall be inserted in proper alphabetical
order:
"COMPANY PREFERRED STOCK" means the Series A Preferred Stock and
Series B Preferred Stock of Company and any other class of preferred stock
which may be issued by Company from time to time with the consent of
Requisite Lenders.
B. Subsection 1.1 of the Credit Agreement is hereby further amended by
deleting the definitions of "Consolidated Current Liabilities", "Issuing
Lender" and "Permitted Joint Venture" in their entirety and substituting the
following therefor:
"CONSOLIDATED CURRENT LIABILITIES" means, as at any date of
determination, the total liabilities of Company and its Subsidiaries on a
consolidated basis which may properly be classified as current liabilities
in conformity with GAAP, including any Revolving Loans outstanding which
would be classified as current liabilities in conformity with GAAP and
excluding (i) any accrued but unpaid Transaction Costs and (ii) the current
portion of any Indebtedness for borrowed money which by its terms matures
more than one year from, or is directly renewable or extendable at the
option of Company to a date more than one year from, the date of creation
thereof.
"ISSUING LENDER" means Banque Indosuez.
"PERMITTED JOINT VENTURES" means a Subsidiary engaged in substantially
the same line of business as Company and its Subsidiaries on the date
hereof in which (i) at least 51% of the outstanding equity interests are
owned by Company or a Wholly Owned Subsidiary of Company, (ii) any equity
interests not owned by Company or a Wholly Owned Subsidiary of Company
(other than Regulatory Shares) are beneficially owned by non-Affiliates of
Company and (iii) Company or a Wholly Owned Subsidiary, as a general
partner or otherwise, controls the management, operations and policies."
1.2 AMENDMENT TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS.
------------------------------------------------------------------
Subsection 2.1A(iii) of the Credit Agreement is hereby amended by deleting
the reference to "$20,000,000" contained therein and substituting
"$12,000,000" therefor.
2
1.3 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS.
------------------------------------------------------
A. INVESTMENTS. Subsection 7.3(vi) of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting the following therefor:
"(vi) Company may make and own Investments consisting of
notes received from employees of Company and its Subsidiaries (a) in
connection with, and in an amount not to exceed the purchase price of,
their purchase of Company Common Stock or Company Preferred Stock, provided
such notes are secured by the Company Common Stock or Company Preferred
Stock being purchased with the proceeds thereof and (b) to the extent
approved by the Board of Directors, for any reasonable purpose to all
employees not to exceed $150,000 in aggregate amount outstanding at any
time."
B. RESTRICTED JUNIOR PAYMENTS. Subsection 7.5 shall be amended by deleting
in its entirety and substituting the following therefor:
"Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, declare, order, pay, make or set apart any sum for
any Restricted Junior Payment; provided that Company may (i) make regularly
--------
scheduled payments of principal and interest in respect of the Unsecured
Subordinated Notes in accordance with the terms of, and only to the extent
required by, and subject to the subordination provisions contained in the
Unsecured Subordinated Note Indenture, as the Unsecured Subordinated Note
Indenture may be amended from time to time to the extent permitted under
subsection 7.15, (ii) make, so long as no Potential Event of Default or
Event of Default shall have occurred and be continuing, payments to
purchase Company Common Stock, Company Preferred Stock or options, warrants
or rights to purchase or acquire Company Common Stock or Company Preferred
Stock (and payments of accrued and unpaid dividends in connection with any
such purchase of Company Preferred Stock) to officers or employees or
former officers or employees (or their trusts, estates or estate
beneficiaries) upon death, disability, retirement or termination of
employment from Company or its Subsidiaries not to exceed $1,000,000 during
each fiscal year, plus the amount of any Cash proceeds received by Company
----
from the sale of Company Common Stock or Company Preferred Stock to
officers or employees of Company or its Subsidiaries within such fiscal
year, provided that in no event shall the aggregate of all such payments
--------
made after the Closing Date exceed $5,000,000 plus the amount of any Cash
----
proceeds received by Company from the sale of Company Common Stock or
Company Preferred Stock to officers or employees of Company or its
Subsidiaries after the Closing Date; and (iii) issue shares of Company
Common Stock or Company Preferred Stock (and warrants to purchase Company
Common Stock or Company Preferred Stock) in exchange for all of the
outstanding shares of the Series A Preferred Stock and Series B Preferred
Stock of Company and all accrued dividends thereon."
3
C. MINIMUM INTEREST COVERAGE RATIO. Subsection 7.6a of the Credit
Agreement is hereby amended by deleting the table set forth therein in its
entirety and substituting the following therefor:
MINIMUM INTEREST
DATE COVERAGE RATIO
September 30, 1996 1.80 : 1.00
December 31, 1996 1.70 : 1.00
March 31, 1997 1.70 : 1.00
June 30, 1997 1.70 : 1.00
September 30, 1997 1.75 : 1.00
December 31, 1997 1.75 : 1.00
March 31, 1998 1.75 : 1.00
June 30, 1998 1.75 : 1.00
September 30, 1998 1.80 : 1.00
December 31, 1998 1.85 : 1.00
March 31, 1999 1.85 : 1.00
June 30, 1999 1.90 : 1.00
September 30, 1999 1.95 : 1.00
December 31, 1999 2.05 : 1.00
March 31, 2000 2.05 : 1.00
June 30, 2000 2.05 : 1.00
September 30, 2000 2.10 : 1.00
December 31, 2000 2.15 : 1.00
March 31, 2001 2.15 : 1.00
June 30, 2001 2.20 : 1.00
September 30, 2001 2.25 : 1.00
December 31, 2001 2.35 : 1.00
4
MINIMUM INTEREST
DATE COVERAGE RATIO
March 31, 2002 2.35 : 1.00
June 30, 2002 2.40 : 1.00
September 30, 2002 2.45 : 1.00
December 31, 2002 2.55 : 1.00
March 31, 2003 2.55 : 1.00
June 30, 2003 2.60 : 1.00
September 30, 2003 2.70 : 1.00
December 31, 2003 2.80 : 1.00
March 31, 2004 2.80 : 1.00
5
D. MAXIMUM LEVERAGE RATIO. Subsection 7.6B of the Credit Agreement is hereby
amended by deleting the table set forth therein in its entirety and substituting
the following therefor:
MINIMUM
DATE LEVERAGE RATIO
September 30, 1996 5.35 : 1.00
December 31, 1996 5.50 : 1.00
March 31, 1997 5.50 : 1.00
June 30, 1997 5.45 : 1.00
September 30, 1997 5.40 : 1.00
December 31, 1997 5.35 : 1.00
March 31, 1998 5.35 : 1.00
June 30, 1998 5.30 : 1.00
September 30, 1998 5.25 : 1.00
December 31, 1998 5.15 : 1.00
March 31, 1999 5.10 : 1.00
June 30, 1999 5.00 : 1.00
September 30, 1999 4.80 : 1.00
December 31, 1999 4.65 : 1.00
March 31, 2000 4.65 : 1.00
June 30, 2000 4.60 : 1.00
September 30, 2000 4.55 : 1.00
December 31, 2000 4.45 : 1.00
March 31, 2001 4.40 : 1.00
June 30, 2001 4.30 : 1.00
September 30, 2001 4.20 : 1.00
December 31, 2001 4.10 : 1.00
March 31, 2002 4.10 : 1.00
June 30, 2002 4.05 : 1.00
September 30, 2002 3.95 : 1.00
December 31, 2002 3.85 : 1.00
March 31, 2003 3.80 : 1.00
6
MINIMUM
DATE LEVERAGE RATIO
June 30, 2003 3.70 : 1.00
September 30, 2003 3.60 : 1.00
December 31, 2003 3.40 : 1.00
March 31, 2004 3.40 : 1.00
E. MINIMUM CONSOLIDATED EBITDA. Subsection 7.6c of the credit agreement is
hereby amended by deleting the table set forth therein in its entirety and
substituting the following therefor:
MINIMUM
CONSOLIDATED
YEAR EBITDA
1996 $43,500,000
1997 $45,500,000
1998 $47,000,000
1.4 SUBSTITUTION OF SCHEDULES.
-------------------------
Schedule 2.1 to the Credit Agreement is hereby amended by deleting it in
------------
its entirety and substituting therefor a new Schedule 2.1 in the form of Annex A
------------ -------
to this Amendment.
2.
SUBSTITUTION OF INDOSUEZ AS ADMINISTRATIVE AGENT
AND COLLATERAL AGENT; ASSIGNMENT OF REVOLVING LOAN
COMMITMENTS; SUBSTITUTION OF LETTERS OF CREDIT
2.1 SUBSTITUTION OF INDOSUEZ AS LENDER AND AGENT.
--------------------------------------------
Mellon hereby resigns as Administrative Agent, Documentation Agent,
Collateral Agent and Swing Line Lender, and Requisite Lenders hereby appoint
Indosuez (and Indosuez hereby accepts such appointment) as Administrative Agent,
Documentation Agent, Collateral Agent and Swing Line Lender. The requirement for
30 days' prior notice of resignation by Mellon as Administrative Agent and
Collateral Agent is hereby waived by all parties hereto.
7
2.2 ASSIGNMENT OF REVOLVING LOAN COMMITMENT.
---------------------------------------
Mellon and Indosuez shall on or before the First Amendment Effective Date
enter into an Assignment Agreement, substantially in the form of Exhibit X to
---------
the Credit Agreement, pursuant to which Mellon shall assign to Indosuez Mellon's
Revolving Loan Commitment (such Assignment Agreement referred to herein as the
"MELLON/INDOSUEZ ASSIGNMENT AGREEMENT").
2.3 OUTSTANDING LETTERS OF CREDIT.
-----------------------------
On the First Amendment Effective Date, Indosuez shall become Issuing Lender
under the Credit Agreement. On the First Amendment Effective Date, Company
shall deliver to Indosuez a Notice of Issuance of Letter of Credit requesting
Indosuez, as Issuing Lender, to issue Letters of Credit to replace any
outstanding Letters of Credit issued by Mellon. All outstanding Letters of
Credit issued by Mellon shall be returned to Mellon for cancellation on the
First Amendment Effective Date or as soon thereafter as practicable. If
required by Mellon, Indosuez shall issue a Letter of Credit under the Credit
Agreement to Mellon to support Mellon's obligations under any outstanding
Letters of Credit issued by Mellon which are not returned for cancellation on
the First Amendment Effective Date.
3.
CONDITIONS TO EFFECTIVENESS
Notwithstanding anything to the contrary herein, this Amendment shall
become effective only upon the satisfaction of all of the following conditions
precedent (the date of satisfaction of such conditions being referred to herein
as the "FIRST AMENDMENT EFFECTIVE DATE"):
A. On or before the First Amendment Effective Date, Company shall deliver
to Lenders (or to Indosuez, as Agent for Lenders with sufficient originally
executed copies, where appropriate, for each Lender and its counsel) the
following, each, unless otherwise noted, dated the First Amendment Effective
Date:
(1) Certified copies of its Certificate of Incorporation, together
with a good standing certificate from the Secretary of State of the State of
Delaware, each dated a recent date prior to the First Amendment Effective Date;
(2) Copies of its Bylaws, certified as of the First Amendment
Effective Date by its corporate secretary or an assistant secretary;
(3) Resolutions of its Board of Directors approving and authorizing
the execution, delivery, and performance of this Amendment, the New Notes (as
such term is defined below) and the Mortgage Amendments (as such term is defined
below), certified as of the First Amendment Effective Date by its corporate
secretary or an assistant secretary as being in full force and effect without
modification or amendment;
8
(4) Signature and incumbency certificates of its officers executing
this Amendment, the New Notes and the Mortgage Amendments;
(5) Executed copies of this Amendment, the New Notes and the Mortgage
Amendments; and
(6) (i) a new Revolving Note payable to Indosuez, substantially in the
form of Exhibit V to the Credit Agreement, in the principal amount of Indosuez's
---------
Revolving Loan Commitment, and (ii) a new Swing Line Note (such new Revolving
Note and such new Swing Line Note being the "NEW NOTES") payable to Indosuez,
substantially in the form of Exhibit VI to the Credit Agreement, in the
----------
principal amount of the Swing Line Loan Commitment, in each case with
appropriate insertions and executed by Company.
B. Company shall have (i) prepaid any outstanding Swing Line Loans
made by Mellon in its capacity as Swing Line Lender and (ii) made any prepayment
of the Revolving Loans necessary so that the Total Utilization of Revolving Loan
Commitments does not exceed the Revolving Loan Commitments under the Credit
Agreement as amended by this Amendment (the "AMENDED AGREEMENT").
C. Indosuez shall have received from Company, for distribution to
each Lender holding AXELs that has executed and delivered this Amendment on or
prior to October 22, 1996, an amendment fee in an amount equal to 0.25% of the
AXEL Exposure of such Lender.
X. Xxxxxx shall have delivered to Indosuez all items of Collateral
described in Annex B hereto.
-------
E. Indosuez, as successor Collateral Agent, shall have received duly
executed (and acknowledged) amendments (collectively, the "MORTGAGE
AMENDMENTS") to all Mortgages, in each case in form and substance satisfactory
to Indosuez and its counsel and reflecting the assignment of the interest of
Mellon as Collateral Agent and mortgagee to Indosuez.
F. Indosuez, as successor Collateral Agent, shall have received duly
executed UCC-3 assignment statements relating to all UCC-1 financing statements
filed in connection with the Collateral Documents, in each case reflecting the
assignment of the interest of Mellon as Collateral Agent to Indosuez.
G. Indosuez shall have received all documents or instruments (duly
executed where appropriate) necessary or advisable, in the opinion of Indosuez
and its counsel, to maintain perfected security interests in favor of Indosuez,
as successor Collateral Agent, in the Collateral under the Company Trademark
Security Agreement and the Company Patent Security Agreement, together
9
with any cover sheets for filing such documents or instruments with the United
States Patent and Trademark Office.
H. Indosuez shall have received all documents or instruments (duly
executed where appropriate), and Company and Mellon shall have taken all
actions, necessary or advisable, in the opinion of Indosuez and its counsel, to
maintain perfected security interests in favor of Indosuez, as successor
Collateral Agent, in all of the Collateral pledged under the Company Pledge
Agreement.
I. Indosuez shall have received certificates from Company's insurance
broker or other evidence satisfactory to it that Indosuez, as successor
Collateral Agent, has been named as loss payee, to the extent required under
subsection 6.4 of the Credit Agreement, under such policies of insurance as are
required to be maintained pursuant to such subsection.
J. Company and Mellon shall have taken such other actions and
delivered to Indosuez such other documents as Indosuez may reasonably request
(i) to maintain Collateral Agent's perfected security interests, and the
priority thereof, in all of the Collateral in favor of Indosuez as successor
Collateral Agent and (ii) to evidence Mellon's resignation as, and Indosuez's
appointment as, Administrative Agent, Documentation Agent, Collateral Agent and
Swing Line Lender, and all such documents shall be in form and substance
satisfactory to Indosuez and its counsel.
K. The "Settlement Date" under the Mellon/Indosuez Assignment
Agreement shall have occurred.
L. On or before the First Amendment Effective Date, all corporate and
other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Mellon or Indosuez, acting on behalf of Lenders, and their
respective counsel shall be satisfactory in form and substance to Indosuez and
such counsel, and Indosuez and such counsel shall have received all such
counterpart originals or certified copies of such documents as Indosuez may
reasonably request.
4.
COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend the
Credit Agreement in the manner provided herein, Company represents and warrants
to each Lender that the following statements are true, correct and complete:
A. CORPORATE POWER AND AUTHORITY. Company has all requisite corporate
power and authority to enter into this Amendment, to carry out the transactions
contemplated by, and perform its obligations under, the Amended Agreement and
the Amended Mortgages, and to perform its obligations under the New Notes.
10
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the Mortgage Amendments, the performance of the Amended Agreement
and the Amended Mortgages, and the issuance, delivery and payment of the New
Notes have been duly authorized by all necessary corporate action on the part of
Company.
C. NO CONFLICT. The execution and delivery by Company of this
Amendment, the New Notes and the Mortgage Amendments and the performance by
Company of the Amended Agreement, the New Notes and the Amended Mortgages do not
and will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Subsidiaries, the Certificate or
Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any
order, judgment or decree of any court or other agency or government binding on
Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of Company or any of its Subsidiaries (other than Liens created under any
of the Loan Documents in favor of Collateral Agent on behalf of Lenders), or
(iv) require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Company or any of its Subsidiaries.
D. GOVERNMENTAL CONSENTS. The execution and delivery by Company of
this Amendment and the Mortgage Amendments, the performance by Company of the
Amended Agreement and the Amended Mortgages, and the issuance, delivery and
payment of the New Notes do not and will not require any registration with,
consent or approval of or notice to, or other action to, with or by, any
federal, state or other governmental authority or regulatory body.
E. BINDING OBLIGATION. This Amendment and the Amended Agreement and
the Amended Mortgages and the New Notes have been duly executed and delivered by
Company and are, when executed and delivered, will be, the legally valid and
binding obligations of Company enforceable against Company in accordance with
their respective terms, except as may be limited by bankruptcy, insolvency
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the First Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.
11
5.
MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(i) On and after the First Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder"
"hereof", "herein" or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the "Credit
Agreement", "thereunder", "thereof" or words or like import referring to
the Credit Agreement shall mean and be a reference to the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any provision
of, or operate as a waiver of any right, power or remedy of Agent or any Lender
under, the Credit Agreement or any of the other Loan Documents.
B. FEES AND EXPENSES. Company acknowledges that all costs, fees and
expenses as described in subsection 10.2 of the Credit Agreement incurred by
Agents and their respective counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.
C. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTIONS 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
12
E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterpart and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment shall become effective upon the execution of
a counterpart hereof by Company, Mellon, Indosuez and Requisite Lenders and
receipt by Company and Indosuez of written or telephonic notification of such
execution and authorization of delivery thereof.
[Remainder of page intentionally left blank]
13
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
CALMAR INC.
By: /s/ X.X. Xxxxxxx
--------------------------------------
Name: X.X. Xxxxxxx
Title: Executive Vice President & CFO
MELLON BANK, N.A.,
as a Lender and as Administrative Agent,
Collateral Agent, Documentation Agent, Swing
Line Lender and Issuing Lender
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
BANQUE INDOSUEZ,
as a Lender and as successor Administrative
Agent, Collateral Agent, Documentation Agent,
Swing Line Lender and Issuing Lender
By: /s/ Xxxxxxxx Xxxxxxx
--------------------------------------
Name:
Title:
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title:
Notice Address:
Banque Indosuez
New York Branch
1211 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx Xxxxxxx
00
XXX HIGH YIELD LOAN PORTFOLIO,
A Unit of Chemical Bank,
as a Lender
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
INDOSUEZ CAPITAL FUNDING II,
LIMITED, as a Lender
BY: INDOSUEZ CAPITAL
LUXEMBOURG,
as Collateral Manager
By: /s/ Xxxxxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxxxxx Xxxxxxxxx
Title: Authorized Signatory
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY, as a Lender
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
MASSMUTUAL CORPORATE VALUE
PARTNERS LIMITED, as a Lender
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
15
XXXXXXX XXXXX PRIME RATE PORTFOLIO, as a
Lender
BY: XXXXXXX XXXXX
ASSET MANAGEMENT, L.P.,
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE FUND,
INC., as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
PILGRIM AMERICA PRIME RATE TRUST,
as a Lender
By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Portfolio Analyst
PRIME INCOME TRUST,
as a Lender
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxx
Title:
PROTECTIVE LIFE INSURANCE COMPANY,
as a Lender
By: /s/ Xxxx X. Xxxxx CFA
------------------------------
Name: Xxxx X. Xxxxx CFA
Title: Executive Vice President
16
SENIOR DEBT PORTFOLIO,
as a Lender
BY: BOSTON RESEARCH, MANAGEMENT AND
RESEARCH, as Investment Advisor
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Assistant Treasurer
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Sr. Vice President &
Director
17
ANNEX A
SCHEDULE 2.1
--------------
PRO RATA SHARE OF
NAME OF LENDER AXELs SERIES A AXELs SERIES A
-------------- -------------- -----------------
CHL High Yield Loan
Portfolio $ 8,485,714.10 14.28571398%
Indosuez Capital Funding II,
Limited $ 4,808,571.56 8.09523832%
Massachusetts Mutual Life
Insurance Company $ 3,959,604.00 6.66600000%
Massmutual Corporate Value
Partners Limited $ 1,980,396.00 3.33400000%
Xxxxxxx Xxxxx Prime Rate
Portfolio $ 5,374,286.19 9.04761985%
Xxxxxxx Xxxxx Senior Floating
Rate Fund, Inc. $10,465,713.72 17.61904666%
Pilgrim America Prime Rate
Trust $ 2,828,571.58 4.76190501%
Prime Income Trust $ 5,940,000.00 10.00000000%
Protective Life Insurance
Company $ 2,545,714.41 4.28571450%
Senior Debt Portfolio $ 5,940,000.00 10.00000000%
Xxx Xxxxxx American Capital
Prime Rate Income Trust $ 7,071,428.44 11.90476168%
PRO RATA SHARE OF
NAME OF LENDER AXELs SERIES B AXELs SERIES B
-------------- -------------- ---------------
CHL High Yield Loan
Portfolio $ 6,364,285.58 14.28571398%
Indosuez Capital Funding II,
Limited $ 3,606,428.42 8.09523778%
Massachusetts Mutual Life
18
Insurance Company $ 2,969,703.00 6.66600000%
19
Massmutual Corporate Value
Partners Limited $1,485,297.00 3.33400000%
Xxxxxxx Xxxxx Prime Rate
Portfolio $4,030,714.14 9.04761872%
Xxxxxxx Xxxxx Senior Floating
Rate Fund, Inc. $7,849,286.28 17.61904888%
Pilgrim America Prime Rate
Trust $2,121,428.43 4.76190445%
Prime Income Trust $4,455,000.00 10.00000000%
Protective Life Insurance
Company $1,909,285.58 4.28571398%
Senior Debt Portfolio $4,455,000.00 10.00000000%
Xxx Xxxxxx American Capital
Prime Rate Income Trust $5,303,571.57 11.90476222%
PRO RATA SHARE OF
NAME OF LENDER REVOLVING LOAN COMMITMENT REVOLVING LOAN COMMITMENTS
-------------- ------------------------- --------------------------
Banque Indosuez $12,000,000 100%
20
ANNEX B
STOCK CERTIFICATES
------------------
NUMBER
STOCK OF SHARES
CLASS OF CERTIFICATE PAR OR VALUE
STOCK ISSUER STOCK NUMBERS VALUE OF CAPITAL
------------ -------- ----------- ----- ----------
Calmar Plastics Limited Common 17 None 33,000
Calmar-Xxxxxx (U.K.) Limited Common 9 (Pounds)1.00 6,600
INTERCOMPANY NOTES
------------------
DEBT ISSUER AMOUNT OF INDEBTEDNESS
----------- ----------------------
Calmar-Xxxxxx (U.K.) Limited up to $25,000,000
Calmar-Xxxxxx Italia S.R.L. up to $25,000,000
Calmar-Xxxxxx France S.A.R.L. up to $25,000,000
Calmar-Xxxxxx GmbH up to $25,000,000
Calmar-Xxxxxx Belgium S.A. up to $25,000,000
Monturas S.A. up to $25,000,000
Calmar Plastics Limited up to $25,000,000
Calmar International Inc. up to $25,000,000
21
