SECOND AMENDMENT TO CREDIT AGREEMENT
------------------------------------
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 30, 2000 (this
"Amendment"), is among APCOA/STANDARD PARKING, INC., a Delaware corporation (the
"Company"), the Lenders set forth on the signature pages hereof (collectively,
the "Lenders") and BANK ONE, NA, as agent for the Lenders (in such capacity, the
"Agent").
RECITALS
--------
A. The Company, the Guarantors, the Agent and the Lenders are parties
to a Credit Agreement dated as of March 30, 1998 (as clarified by letter
agreement dated March 30, 1999, and amended by a First Amendment to Credit
Agreement dated as of November 12, 1999, the "Credit Agreement").
B. The Company desires to amend the Credit Agreement, and the Agent
and the Lenders are willing to do so in accordance with the terms hereof.
TERMS
-----
In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in
Article III hereof, the Credit Agreement shall be amended as follows:
1.1 The definition of "Applicable Margin" in Section 1.1 shall be
amended by deleting the table set forth therein and the paragraph following such
table and inserting the table and paragraph set forth below in place thereof:
Applicable Margin for all Advances and fees
-------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Adjusted Total Debt to Adjusted Corporate LIBOR Loan and Letter Commitment Fees
Adjusted EBITDA Base Rate Loan of Credit Fees
Ratio
------------------------------------------------------------------------------------------------------------------------------------
(greater than or equal to) 6.5:1.0 225 bps 350 bps 75 bps
------------------------------------------------------------------------------------------------------------------------------------
(greater than or equal to) 6.0:1.0 but (less than) 6.50:1.0 175 bps 300 bps 62.5 bps
------------------------------------------------------------------------------------------------------------------------------------
(greater than or equal to) 5.5:1.0 but (less than) 6.0:1.0 150 bps 275 bps 62.5 bps
------------------------------------------------------------------------------------------------------------------------------------
(greater than or equal to) 5.0:1.0 but (less than) 5.5:1.0 125 bps 250 bps 62.5 bps
------------------------------------------------------------------------------------------------------------------------------------
(greater than or equal to) 4.5:1.0 but (less than) 5.0:1.0 100 bps 225 bps 50 bps
------------------------------------------------------------------------------------------------------------------------------------
(greater than or equal to) 4.5:1.0 75 bps 200 bps 50 bps
------------------------------------------------------------------------------------------------------------------------------------
Notwithstanding anything in this Agreement to the contrary, as of the Second
Amendment Effective Date the Applicable Margin shall be based on an Adjusted
Total Debt to Adjusted EBITDA Ratio of greater than or equal to 6.5:1.0
pursuant to the above table until adjusted for the first time after the Second
Amendment Effective Date.
1.2 The following definitions are hereby added to Section 1.1 in
appropriate
alphabetical order:
"Second Amendment" shall mean the Second Amendment to this
Agreement dated as of March 30, 2000.
"Second Amendment Effective Date" shall mean the date of the
Second Amendment.
1.3 Section 2.1(c) is amended by adding the following to the end
thereof: "and (iii) the aggregate principal amount of Revolving Credit Loans
shall not exceed $35,000,000 at any time."
1.4 Section 5.1(g) is amended by adding the following to the end
thereof: "At all times on and after the date requested by the Agent in its
discretion and to the extent practical as determined by the Agent, the Company
and the Guarantors shall direct all clients and other account debtors to make
all payments in connection with any obligations of the Company or any Guarantor
directly to a lock-box account, which account shall be a non-interest bearing
account over which the Agent shall have the power of application and withdrawal,
and all amounts received in such lock-box account shall be applied to the Lender
Indebtedness on such terms required by the Agent, and the Company and the
Guarantors shall promptly execute such lock-box agreements, dominion of funds
agreements and related agreements in connection therewith, each in form and
substance satisfactory to the Agent.
1.5 Sections 5.2(a), (b) and (c) shall be amended and restated as
follows:
(a) Adjusted Total Debt to Adjusted EBITDA Ratio. Permit or
suffer the Adjusted Total Debt to Adjusted EBITDA Ratio to be greater than
(i) 6.95 to 1.0 at any time from and including the Effective Date to and
including September 29, 1999, (ii) 6.75 to 1.0 at any time from and
including September 30, 1999 to and including Xxxxxxxx 00, 0000, (xxx) 8.0
to 1.0 at any time from and including January 1, 2000 to and including
September 30, 2000, (iv) 6.50 to 1.0 at any time from and including October
1, 2000 to and including Xxxxx 00, 0000, (x) 6.35 to 1.00 at any time from
and including March 31, 2001 to and including June 29, 2001, (vi) 6.20 to
1.00 at any time from and including June 30, 2001 to and including
September 29, 2001, (vii) 6.00 to 1.00 at any time from and including
September 30, 2001 to and including December 30, 2001, (viii) 5.80 to 1.00
at any time from and including December 31, 2001 to and including March 30,
2002 or (ix) 5.50 to 1.0 at any time thereafter.
(b) Interest Coverage Ratio. Permit or suffer the Interest
Coverage Ratio to be less than (i) 1.5 to 1.0 as of the end of any fiscal
quarter of the Company ending on or before December 31, 1999, (ii) 1.30 to
1.0 as of the end of the fiscal quarter of the Company ending Xxxxx 00,
0000, (xxx) 1.27 to 1.0 as of the end of each of the fiscal quarters of the
Company ending June 30, 2000 and September 30, 2000, (iv) 1.45 to 1.0 as of
the end of the fiscal quarter of the Company ending December 31, 2000, (v)
1.6 to 1.0 as of the end of each of the fiscal quarters of the Company
ending March 31, 2001 and June 30, 2001, (vi) 1.65 to 1.0 as of the end of
any fiscal quarter of the Company ending on or after September 30, 2001 but
on or before March 31, 2002, or (vii) 1.75 to 1.0 as of the end of any
fiscal quarter of the Company ending thereafter.
(c) Fixed Charge Coverage Ratio. Permit or suffer the Fixed
Charge Coverage Ratio to be less than (i) 0.9 to 1.0 as of the end of any
fiscal quarter of the Company ending on or before Xxxxx 00, 0000, (xx) 1.0
to 1.0 as of the end of any fiscal
-2-
quarter ending on or after June 30, 1999 but on or before December 31,
1999, (iii) 0.92 to 1.0 as of the end of the fiscal quarter of the Company
ending March 31, 2000, (iv) 0.91 to 1.0 as of the end of each of the fiscal
quarters of the Company ending June 30, 2000 and September 30, 2000, (v)
1.05 to 1.0 as of the end of any fiscal quarter of the Company ending on or
after December 31, 2000 but on or before March 31, 2002 or (vi) 1.10 to 1.0
as of the end of any fiscal quarter of the Company ending thereafter.
1.6 Section 5.2(d)(x) is amended by deleting reference therein to
"14%" and substituting "5%" in place thereof.
1.7 Section 5.2(f) shall be amended and restated as follows:
(f) Merger; Acquisitions; Etc. Make any Acquisition; nor merger
or consolidate or amalgamate with any other Person or take any other action
having a similar effect; provided, however, that this Section 5.2(f) shall
not prohibit (i) any merger of any Subsidiary with or into another
Subsidiary or any merger of any Subsidiary into the Company, provided that
(A) there is no Unmatured Event or Event of Default either before or after
such merger, (B) if any such merger involves the Company or a Guarantor,
the Company shall be the surviving corporation and (C) any such merger
involves the Company or any Guarantor, the net worth of the Company or such
Guarantor involved in such merger immediately after the merger would be
equal to or greater than its net worth immediately preceding such merger,
or (ii) any Acquisition completed prior to the Second Amendment Effective
Date and identified on Schedule 5.2(f) hereto.
1.8 Section 5.2(g)(i) is amended by deleting reference therein to
"10%" and substituting "1%" in place thereof.
1.9 Section 5.2(i) is amended by adding the following after the
phrase "covenants and conditions in this Agreement" in each place such phrase
appears: "without giving effect to any amendment or modification of Sections
5.2(a), (b) or (c) made at any time after the Effective Date which would make
the covenants contained therein less restrictive on the Company and its
Subsidiaries".
1.10 Section 5.2(j) is amended and restated as follows:
(j) Investments, Loans and Advances. Purchase or otherwise
acquire any Capital Stock of or other ownership interest in, or debt
securities of or other evidence of Indebtedness of, any other Person; nor
make any loan or advance of any of its funds or property or make any other
extension of credit to, or make any other investment or contribution or
acquire any interest whatsoever in, any other Person; nor incur any
Contingent Liability except to the extent permitted under Section 5.2(d);
nor permit any Subsidiary to do any of the foregoing; other than:
(i) extensions of trade credit made in the ordinary course of business
on customary credit terms and commission, relocation, travel and similar
advances made to officers and employees in the ordinary course of business,
provided that advances to officers and employees for purposes other than
commission, relocation and travel shall not exceed $250,000 in aggregate
amount outstanding at any time,
(ii) investments in Cash Equivalents,
-3-
(iii) investments, loans and advances in and to any existing
Guarantor,
(iv) those investments, loans, advances and other transactions
described in Schedule 5.2(j) hereto, having the same terms as existing on
the date of this Agreement, but no extension or renewal thereof shall be
permitted,
(v) investments, loans and advances in an aggregate amount outstanding
not to exceed $1,000,000 to Affiliates of the Company (excluding, among
others, Xxxxxxx and its Affiliates other than the Company or a Guarantor,
and such investments, loans and advances may not be sent directly or
indirectly to or for the benefit of Xxxxxxx or its Affiliates other than
the Company or a Guarantor) described on Schedule 5.2(j)-2 or otherwise
approved by the Agent, provided that both before and after giving effect to
any such investment, loan and advance (w) no Unmatured Event or Event of
Default shall exist or shall have occurred and be continuing, (x) the
representations and warranties contained in the Loan Documents shall be
true and correct in all material respects as if made on the date such
investment, loan or advance is made, and (y) the aggregate amount of cash
and Cash Equivalents on hand of the Company plus the amount that the
Company is able to borrow in Revolving Credit Loans after giving effect to
such investment, loan or advance is and will be at least $5,000,000 above
the amount of working capital required for the Company over such twelve
month period of time, as demonstrated to the Agent's reasonable
satisfaction by such pro forma financial statements and projections as
required by the Agent, and
(vi) acquiring and owning stock, obligations or securities received in
settlement of debts owing to the Company or its Subsidiaries or as
consideration for Asset Sales otherwise permitted under Section 5.2(g).
1.11 Section 5.2(p) is amended (a) by adding the following: "without
giving effect to any amendment or modification of Sections 5.2(a), (b) or (c)
made at any time after the Effective Date which would make the covenants
contained therein less restrictive on the Company and its Subsidiaries" after
the phrase "Sections 5.2(a), (b) and (c)" appearing in Section 5.2(p) and (b) by
adding the following to the end thereof:
In addition to the foregoing, the Company also will not pay, or permit any
Subsidiary or, to the extent the Company is able to do so, any other
Affiliate, to pay, directly or indirectly, any management, consulting,
investment banking, advisory or other fees or payments under any leases,
any expense reimbursement or similar payments or any other payments of any
kind (including, without limitation, any amounts paid or payable by the
Company or any of its Subsidiaries to Xxxxxxx in respect of overhead
expense allocations among members of the affiliate corporate group) to
Xxxxxxx or any Affiliates thereof other than the Company or any Guarantor;
provided, however, that the Company and its Subsidiaries may reimburse
Xxxxxxx for any payments made by Xxxxxxx for out of pocket expenses
actually incurred by the Company and which reimbursements are in the
ordinary course of business and consistent with past practices.
1.12 Section 5.2(q) shall be amended by adding the following to the
end thereof: "Notwithstanding anything in this Section 5.2(q) to the contrary,
the Net Capital Expenditures (i) for the four consecutive fiscal quarters of the
Company ending March 31, 2000 shall be allowed up to, but not in excess of,
$5,638,000, (ii) for the four consecutive fiscal quarters of the Company ending
June 30, 2000 shall be allowed up to, but not in excess of, $5,010,000, and
(iii) for the four consecutive fiscal quarters of
-4-
the Company ending September 30, 2000 shall be allowed up to, but not in excess
of, $5,333,000.
1.13 Schedule 5.2(j) attached hereto is substituted for Schedule
5.2(j) to the Credit Agreement and Schedule 5.2(j)-2 attached hereto is added as
Schedule 5.2(j)-2 to the Credit Agreement.
1.14 The restructuring charges taken in connection with the Standard
Acquisition to the extent such charges do not exceed $18,500,000 for the
Calculation Period ending December 31, 1998, do not exceed $5,577,000 for the
Calculation Period ending December 31, 1999, and do not exceed $700,000 for the
Calculation Period ending December 31, 2000 shall be deemed "consistent with
the restructuring charges identified in the Pro Forma Financial Statements" for
purposes of clause I(xii)(A) of the definition of Adjusted EBITDA contained in
Section 1.1 of the Credit Agreement, provided that no other restructuring
charges shall be deemed "consistent with the restructuring charges identified in
the Pro Forma Financial Statements" for purposes of clause I(xii)(A) of such
definition of Adjusted EBITDA or for any other purpose without the prior written
approval of the Required Lenders.
ARTICLE II. REPRESENTATIONS AND AGREEMENTS. The Company represents and
warrants to, and agrees with, the Agent and the Lenders that:
2.1 The execution, delivery and performance of this Amendment are
within its powers, have been duly authorized and are not in contravention of any
statute, law or regulation known to it or of any terms of its Articles of
Incorporation or By-laws, or of any material agreement or undertaking to which
it is a party or by which it is bound.
2.2 This Amendment is the legal, valid and binding obligations of the
Company and each Guarantor enforceable against each in accordance with the
respective terms thereof.
2.3 After giving effect to the amendments contained herein, the
representations and warranties contained in Article IV of the Credit Agreement
are true in all material respects on and as of the date hereof with the same
force and effect as if made on and as of the date hereof.
2.4 After giving effect to the amendments contained herein, no Event
of Default or Unmatured Default exists or has occurred and is continuing on the
date hereof.
2.5 The Company and Parent have not, and will not without the prior
written consent of the Lenders, consummate the Company Acquisition.
2.6 The aggregate amount of any payment, transfer or other
consideration paid or otherwise transferred in any way to Xxxxxxx or any of
Xxxxxxx'x Affiliates (other than the Company or Guarantor), whether directly or
indirectly, and whether constituting any management, consulting, investment
banking, advisory or other fees or payments under any leases or any expense
reimbursement or similar payments or any other payments of any kind (including,
without limitation, any amounts paid or payable by the Company or any of its
Subsidiaries in respect of overhead expense allocations among the members of the
affiliate corporate group) or constituting any loans, advances, dividends,
distributions, forgiveness of debt or other transfer of any kind to Xxxxxxx or
any of Xxxxxxx'x Affiliates (other than the Company or Guarantor) since
September 30, 1999 is equal to $570,000.
ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective as of the date hereof when each of the following conditions is
satisfied or waived by the Lenders:
-5-
3.1 The Company, the Guarantors and the Required Lenders shall have
signed this Amendment.
3.2 The Company and the Guarantors shall have delivered such
resolutions, officer's certificates and legal opinions as the Agent may request.
3.3 The Company shall have paid to the Agent, for the benefit of the
Lenders, an amendment fee equal to 15 basis points on the amount of the
Commitment of each Lender.
3.4 The Company and the Guarantors and Firstar Bank shall have
executed such agreements satisfactory to the Agent pursuant to which the Agent
is granted a first priority security interest in all bank accounts of the
Company and the Guarantors and such other rights with respect thereto as
required by the Agent.
3.5 The Company shall have delivered to the Agent such other documents
and satisfied such other conditions, if any, as requested by the Agent.
ARTICLE IV. MISCELLANEOUS.
4.1 References in the Credit Agreement or in any other Loan Document
to the Credit Agreement shall be deemed to be references to the Credit Agreement
as amended hereby and as further amended from time to time.
4.2 The Company agrees to pay and to save the Agent harmless for the
payment of all reasonable documented costs and expenses arising in connection
with this Amendment, including the reasonable documented fees of counsel to the
Agent in connection with preparing this Amendment and the related documents.
4.3 The Company and each Guarantor acknowledge and agree that, to the
best of their knowledge, the Agent and the Lenders have fully performed all of
their obligations under all documents executed in connection with the Credit
Agreement. The Company and each Guarantor represent and warrant that they are
not aware of any claims or causes of action against the Agent or any Lender.
4.4 The Lenders and the Agent waive the Event of Default (the
"Existing Default") caused by the breach of Section 5.2(a), (b) and (j) which
occurred prior to the date hereof to the extent described by the Company to the
Lenders prior to the date hereof, provided that it is acknowledged and agreed
that this is a one time waiver only for the Existing Default, and shall not
waive any other breach at any other time of Section 5.2(a), (b) or (j) or any
other term or covenant of the Credit Agreement.
4.5 Except as expressly amended hereby, the Company and each Guarantor
agree that the Credit Agreement, the Notes, the Security Documents and all other
documents and agreements executed by the Company in connection with the Credit
Agreement in favor of the Agent or any Lender are ratified and confirmed, as
amended hereby, and shall remain in full force and effect in accordance with
their terms and that they are not aware of any set off, counterclaim, defense or
other claim or dispute with respect to any of the foregoing. Terms used but not
defined herein shall have the respective meanings ascribed thereto in the Credit
Agreement. This Amendment may be signed upon any number of counterparts with the
same effect as if the signatures thereto and hereto were upon the same
instrument, and telecopied signatures shall be effective as originals.
-6-
IN WITNESS WHEREOF, the parties signing this Amendment have caused
this Amendment to be executed and delivered as of the day and year first above
written.
APCOA/STANDARD PARKING, INC.
By: /s/ XXXXXXXX XXXXXXXXXX
-----------------------------------------
Its: EVP, CEO
----------------------------------------
BANK ONE, NA, as a Lender and as Agent, formerly
known as The First National Bank of Chicago
By: /s/ Xxxxxxx X. XxXxxxxxx
-----------------------------------------
Its: Xxxxxxx X. XxXxxxxxx, First Vice President
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxx Xxx Xxxxxxxx
-----------------------------------------
Its: Xxxx Xxx Xxxxxxxx, First Vice President
----------------------------------------
-7-
CONSENT AND AGREEMENT
---------------------
As of the date and year first above written, each of the undersigned
hereby:
(a) fully consents to the terms and provisions of the above Amendment and
the consummation of the transactions contemplated hereby and agrees to all terms
and provisions of the above Amendment applicable to it;
(b) agrees that each Guaranty and all other agreements executed by any of
the undersigned in connection with the Credit Agreement or otherwise in favor of
the Agent or the Lenders (collectively, the "Security Documents") are hereby
ratified and confirmed and shall remain in full force and effect, and each of
the undersigned acknowledges that it has no setoff, counterclaim or defense with
respect to any Security Document;
(c) acknowledges that its consent and agreement hereto is a condition to
the Banks' obligation under this Amendment and it is in its interest and to its
financial benefit to execute this consent and agreement;
(d) agrees that it will not make any payment, transfer or give or transfer
any other consideration in any way to Xxxxxxx or any of Xxxxxxx'x Affiliates
(other than the Company or a Guarantor), whether directly or indirectly, and
whether constituting any management, consulting, investment banking, advisory or
other fees or payments under any leases or any expense reimbursement or similar
payments or any other payments of any kind (including, without limitation, any
amounts paid or payable by the Company or any of its Subsidiaries in respect of
overhead expense allocations among the members of the affiliate corporate group)
or constituting any loans, advances, dividends, distributions, forgiveness of
debt or other transfer of any kind to Xxxxxxx or any of Xxxxxxx'x Affiliates
(other than the Company or a Guarantor); provided, however, that the Parent may
make payments or transfers to Xxxxxxx if such payments or transfers are solely
from new common equity proceeds or new Indebtedness (which new Indebtedness
incurred by the Parent after the Second Amendment Effective Date shall not
exceed $3,000,000 in aggregate amount until the Company is in compliance with
all covenants contained in the Credit Agreement without giving effect to the
above Amendment or any amendment or modification thereafter and no Event of
Default or Unmatured Event has occurred and is continuing) received by the
Parent after the Second Amendment Effective Date from the owners of the Parent
or other Persons (but not from the Company or any Guarantor, directly or
indirectly) and that any such transaction could not result in the Company or any
Guarantor making any additional payments or transfers of any kind to the Parent
or incurring any additional obligations of any kind; and
(e) the Parent agrees that it will not incur any Indebtedness in excess of
$3,000,000 until after the Company is in compliance with all covenants contained
in the Credit Agreement without giving effect to the above Amendment or any
amendment or modification thereafter and no Event of Default or Unmatured Event
has occurred and is continuing or grant any Liens on any of its assets other
than in favor of the Company.
A-1 AUTO PARK, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
-8-
AP HOLDINGS, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Treasurer
-9-
APCOA CAPITAL CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
APCOA-HAWAII, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
EVENTS PARKING CO., INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Treasurer
HAWAII PARKING MAINTENANCE, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
METROPOLITAN PARKING SYSTEM, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Treasurer
SENTINEL PARKING CO. OF OHIO, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
TOWER PARKING, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
-10-
STANDARD AUTO PARK, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
STANDARD PARKING CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
APCOA LASALLE PARKING, LLC
By: APCOA/Standard Parking Inc.
as Manager
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
S & S PARKING, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
STANDARD PARKING CORPORATION, IL
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
CENTURY PARKING, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
SENTRY PARKING CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
VIRGINIA PARKING SERVICES, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
-11-
Schedule 5.2(j)
Investments, Loans, and Advances
Investments existing as of the Second Amendment Effective Date in Joint Ventures
in an aggregate amount of $273,200
-12-
Schedule 5.2(j)-2
Permitted Affiliates
Joint Ventures of the Company, provided that such Joint Ventures shall exclude
Xxxxxxx, the Parent or any Person in which Xxxxxxx or the Parent has any direct
or indirect interest other than solely due to any ownership interest in the
Company
-13-
