FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT
THIS FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT FACILITIES
AGREEMENT (this "Amendment") is entered into as of September 24, 1999, by and
among DT INDUSTRIES, INC., a Delaware corporation ("Domestic Borrower"), DT
INDUSTRIES (UK) II LIMITED, ASSEMBLY TECHNOLOGIE & AUTOMATION GMBH, XXXXXX INC.,
formerly Xxxxxx Canada Inc., and DT CANADA INC. (together with Domestic
Borrower, separately and collectively, "Borrower"), BANK OF AMERICA, N.A.,
formerly NationsBank, N.A., as administrative agent ("Administrative Agent"),
and the other lenders listed on the signature pages hereof (the "Lenders").
RECITALS
(a) Borrower, Administrative Agent and the Lenders are parties
to that certain Fourth Amended and Restated Credit Facilities Agreement
dated as of July 21,1997 (as amended through the date hereof, the
"Credit Agreement"; terms defined in the Credit Agreement and not
otherwise defined herein shall be used herein as defined in the Credit
Agreement).
(b) Borrower has requested that the Lenders waive certain
Events of Default, and the Lenders have agreed to waive such Events of
Default, subject to the terms and conditions contained herein.
(c) Borrower, Administrative Agent, and the Lenders desire to
amend the Credit Agreement to provide for, among other things, (i) a
reduction in the Revolving Loan Commitment, (ii) modification to
certain pricing terms, (iii) a new maturity date, (iv) modifications to
certain financial reporting requirements, (v) additional financial
covenants and revisions to existing financial covenants, (vi)
additional collateral security, and (vii) other modifications described
below, all subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the parties
hereto covenant and agree as follows:
1. WAIVER. Subject to the satisfaction of the conditions of
effectiveness set forth in Section 11 of this Amendment and the other conditions
contained herein, the Lenders hereby waive any Event of Default under Section
16.1. of the Credit Agreement which may have occurred as a result, directly or
indirectly, of the failure of the Borrower to comply with Sections 15.2., 15.3.,
15.4., and 15.5. or any of them for any fiscal quarter ending on or before the
date hereof, including, without limitation, any Event of Default arising from
the Borrower's requests for Advances of the Revolving Loan while not in
compliance with the financial covenants in the foregoing sections (the "Existing
Events of Default"). The waiver provided in this Section 1 shall not be and
shall not be deemed to be a waiver of any Defaults or Events of Default under
the Credit Agreement other than the Existing Events of Default.
2. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:
(a) The first sentence of Section 3.1. is entirely amended, as
follows:
Subject to the applicable limitations in Section 3.2
and elsewhere herein, each Lender commits to make available to
Domestic Borrower, from the Effective Date to the Revolving
Loan Maturity Date, such Lender's prorata share of an
Aggregate Revolving Loan Commitment in the Dollar Equivalent
Amount of (a) $165,000,000 from the date of this Agreement
through but excluding September 24, 1999, and (b) $130,000,000
at all times thereafter (the "Aggregate Revolving Loan
Commitment") by funding such Lender's prorata share (as listed
on Exhibit 3 hereto) of Revolving Loan Advances denominated in
Dollars, Pounds Sterling or Deutsche Marks and made from time
to time as provided herein.
(b) A new Section 3.2.6. is added immediately following
Section 3.2.5., as follows:
3.2.6. Minimum Availability. No Revolving Loan Advance will be
made which would result in the Unused Revolving Loan
Commitment equaling less than $5,000,000 unless and until
Administrative Agent and Lenders shall have received from
Domestic Borrower (a) the financial statements required under
Section 13.13.2. for the fiscal quarter of Borrower ending in
December 1999, reflecting that EBITDA for the two quarter
period then ended met or exceeded $16,064,000, and (b) a
certificate of the Chief Financial Officer of Domestic
Borrower that no Default or Event of Default exists at the
time such financial statements are delivered. If the above
conditions are not met and Domestic Borrower shall voluntarily
reduce the Aggregate Revolving Loan Commitment by an aggregate
amount of $5,000,000 or more, then the minimum availability
requirement described above shall no longer be applicable.
(c) The introductory language in Section 4.3. is entirely
amended, as follows:
The "Adjusted Eurodollar Rate" for any Eurodollar Loan is the
lesser of (a) the Eurodollar Rate plus the applicable
Eurodollar Increment, and (b) the Maximum Rate, and the
"Adjusted Base Rate" for any Base Rate Loan shall be the
lesser of (a) the Prime Rate plus the applicable Base Rate
Increment, and (b) the Maximum Rate. Beginning September 24,
1999, and continuing at all times thereafter, the Eurodollar
Increment shall be 3.00%, and the Base Rate Increment shall be
1.875%. At all times before such date, the Eurodollar
Increment and the Base Rate Increment shall be as prescribed
for the applicable Level in the following table:
(d) The first sentence of Section 4.7. is entirely amended, as
follows:
Interest on all Eurodollar Loans will be calculated on the
basis of actual number of days elapsed but computed as if each
calendar year consisted of 360 days, and
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interest on all Base Rate Loans will be calculated on the
basis of actual number of days elapsed on the basis of a year
of 365 or 366 days, as the case may be.
(e) Section 4.15. is entirely amended, as follows:
4.15. Usury. Regardless of any provision contained in any Loan
Document, Lenders are not entitled to contract for, charge,
take, reserve, receive, or apply, as interest on all or any
part of the Loan Obligation, any amount in excess of the
Maximum Rate, and, if Lenders ever do so, then any excess
shall be treated as a partial prepayment of principal and any
remaining excess shall be refunded to Borrower. In determining
if the interest paid or payable exceeds the Maximum Rate,
Borrower and Lenders shall, to the maximum extent permitted
under applicable Law, (a) treat all Advances as but a single
extension of credit (and Lenders and Borrower agree that this
is the case and that provision in this Agreement for multiple
Advances is for convenience only), (b) characterize any
nonprincipal payment as an expense, fee, or premium rather
than as interest, (c) exclude voluntary prepayments and their
effects, and (d) amortize, prorate, allocate, and spread the
total amount of interest throughout the entire contemplated
term of the Loan Obligations. However, if the Loan Obligations
are paid in full before the end of their full contemplated
term, and if the interest received for its actual period of
existence exceeds the Maximum Amount, Lenders shall refund any
excess (and Lenders may not, to the extent permitted by Law,
be subject to any penalties provided by any Laws for
contracting for, charging, taking, reserving, or receiving
interest in excess of the Maximum Amount). If Texas laws are
applicable for purposes of determining the "Maximum Rate" or
the "Maximum Amount," then those terms mean the "weekly
ceiling" from time to time in effect under Chapter 303 of the
Texas Finance Code, as amended. Borrower agrees that Chapter
346 of the Texas Finance Code, as amended (which regulates
certain revolving credit loan accounts and revolving triparty
accounts), does not apply to the Loan Documents.
(f) A new paragraph is added to Section 5.1. immediately
following the table therein, as follows:
Notwithstanding any of the above to the contrary, beginning
September 24, 1999, and continuing at all times thereafter,
(a) the "Commitment Fee Rate" shall be 0.50% per annum, and
(b) the "Unused Revolving Loan Commitment" on any day shall be
the difference between (i) the amount of the Aggregate
Revolving Loan Commitment and (ii) the sum of (A) the
Aggregate Revolving Loan, and (B) the Letter of Credit
Exposure as of the close of business on such day.
(g) The second sentence of Section 5.2. is entirely amended,
as follows:
The "Letter of Credit Fee" for any Letter of Credit shall be
equal to 3.00% per annum of the Dollar Equivalent Amount of
the aggregate undrawn amount of such Letter of Credit, payable
quarterly in advance on the day of its issuance and as of the
first day of each calendar quarter thereafter.
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(h) Section 6.1.2. is entirely amended, as follows:
6.1.2. Principal. Borrower shall repay the entire amount of
the Aggregate Revolving Loan as then outstanding on April 2,
2001. Canadian Borrowers shall repay the entire amount of the
Canadian Term Loan on April 2, 2001.
(i) A new Section 6.2.3. is added immediately following
Section 6.2.2., as follows:
6.2.3. Mandatory Prepayment from Asset Sale Proceeds. Promptly
upon receipt of the proceeds from any sale, transfer,
exchange, lease, or other dispositions of any of its assets on
or after September 24, 1999 (except for sales in the ordinary
course of business, sales of worn out or obsolete assets to be
immediately replaced by assets of equal or greater value or
quality, and sales or other dispositions of other assets
(excluding stock of any Subsidiaries) for which the book value
does not exceed $1,000,000 in the aggregate), Borrower shall
prepay the Loans in a principal amount equal to 100% of the
Net Proceeds of such transaction. For purposes hereof, "Net
Proceeds" means the aggregate amount of cash and cash
equivalents received by Borrower or any Subsidiary of Borrower
in connection with any transaction described in this Section
6.2.3. minus fees, costs and expenses and related taxes paid
or payable as a result of such transaction. Any such
prepayment shall be applied to the Aggregate Canadian Term
Loan and the Aggregate Revolving Loan, pro rata based upon the
respective principal amounts of the Aggregate Canadian Term
Loan and the Aggregate Revolving Loan Commitment at the time
of such prepayment. Notwithstanding anything herein to the
contrary, the Revolving Loan Commitment shall be permanently
reduced by the amount of any such prepayment applied to the
Aggregate Revolving Loan. Nothing in this Section 6.2.3.
permits any violation of Section 14.6. of this Agreement.
(j) The first sentence of Section 11.18 is entirely amended as
follows:
To Borrower's knowledge, all Pension Benefit Plans maintained
by each Covered Person or an ERISA Affiliate of such Covered
Person qualify under Section 401 of the Code (other than plans
intended to be non-qualified) and are in compliance with the
provisions of ERISA in all material respects.
(k) Section 13.1. is entirely amended, as follows:
13.1. Use of Proceeds. Subject to the terms and conditions
hereof, the proceeds of any Revolving Loan Advances made after
September, 1999, shall be used only for working capital and
capital expenditures, as the source for payment of Borrower's
reimbursement obligations with respect to Letters of Credit,
and for general corporate purposes.
(l) Section 13.13.1. is hereby amended by (i) deleting the
text, "120 days," and replacing it with the text, "90 days, and (ii)
deleting the text, "(on a group basis)," and replacing it with the
text, "(on a company by company basis)."
4
(m) Section 13.13.2. is entirely amended, as follows:
13.13.2. Quarterly Financial Statements. Within 45 days after
the end of each fiscal quarter of Domestic Borrower, unaudited
consolidated and consolidating (on a company by company basis)
financial statements of Domestic Borrower and its Subsidiaries
for the fiscal quarter then ended, in each case containing a
balance sheet, income statement, and statement of cash flows
and accompanied by (a) a report comparing actual consolidated
results of operations of Domestic Borrower and its
Subsidiaries for such fiscal quarter compared to budgeted
performance, and (b) a Compliance Certificate of the Chief
Financial Officer of Domestic Borrower.
(n) A new Section 13.13.3. is added immediately following
Section 13.13.2., as follows:
13.13.3. Monthly Financial Statements and Information. Within
45 days after the end of each March, June, September and
December beginning with September 1999, and within 30 days
after the end of each other month beginning with October 1999,
unaudited consolidated and consolidating (on a company by
company basis) financial statements of Domestic Borrower and
its Subsidiaries for the month then ended, in each case
containing a balance sheet, income statement, and statement of
cash flows and accompanied by (a) a report comparing actual
consolidated results of operations of Domestic Borrower and
its subsidiaries for such month compared to budgeted
performance, and (b) a back-log report as of the end of such
month from each Subsidiary of Domestic Borrower.
(o) Section 14.1.6. is entirely amended, as follows:
14.1.6. Indebtedness of (a) any Covered Person or any of its
wholly owned subsidiaries to any other Covered Person incurred
on or before September 24, 1999, (b) Borrower or any
Significant Subsidiary to any other Significant Subsidiary or
Borrower incurred after September 24, 1999, and (c) any
Covered Person to any Significant Subsidiary or Borrower
incurred after September 24, 1999, so long as such Covered
Person shall have, on or before the later of October 31, 1999
or the date of the initial incurrence of such Indebtedness,
execute and deliver to Administrative Agent for the benefit of
the Lenders, an unconditional guaranty of the Loan Obligations
in form and substance satisfactory to Administrative Agent and
such documents, instruments, and other agreements reasonably
required by Administrative Agent to create, grant and perfect
first priority Security Interests (subject only to Permitted
Security Interests) in all of such Covered Person's real and
personal property.
(p) Section 14.1.7. is entirely amended, as follows:
5
14.1.7. Any other Investment in any Person made on or before
September 24, 1999 if, after giving effect thereto, the
aggregate Investments in all such Persons that are not
Significant Subsidiaries is less than $30,000,000.
(q) Section 14.2.4. is entirely amended, as follows:
14.2.4. Any other Indebtedness of a Covered Person (excluding
Indebtedness described in other provisions of this Section
14.2) (a) incurred on or before September 24, 1999, to the
extent such other Indebtedness of all Covered Persons does not
exceed a Dollar Equivalent Amount (as of the date incurred) of
$5,000,000 to any one Person or $10,000,000 in the aggregate;
or (b) incurred after September 24, 1999, to the extent such
other Indebtedness of all Covered Persons incurred after such
date does not exceed a Dollar Equivalent Amount (as of the
date incurred) of $1,000,000 in the aggregate and, taken
together with Indebtedness described in clause (a) of this
Section 14.2.4., does not exceed the limitations set forth in
such clause.
(r) New Sections 14.2.6., 14.2.7., and 14.2.8. are entirely
amended, as follows:
14.2.6. Indebtedness of any Covered Person, other than German
Borrower, UK Borrower, or Canadian Borrowers, incurred on or
before September 24, 1999, with respect to the proceeds of
issued bonds on which the interest is tax exempt under Section
103 of the Code, so long as the aggregate principal amount
outstanding with respect thereto does not at any time exceed
$15,000,000.
14.2.7. Indebtedness of Canadian Borrower under the revolving
credit agreement with Hong Kong Bank to the extent such
Indebtedness does not exceed a Dollar Equivalent of CND
$4,350,000.
14.2.8. Indebtedness described in Section 14.1.6.
(s) Section 14.4.5. is entirely amended, as follows:
14.4.5. Purchase money Security Interests granted on or before
September 24, 1999, securing payment of the purchase price of
capital assets acquired by Covered Persons after the Effective
Date and on or before September 24, 1999 in an amount not to
exceed $3,000,000 in the aggregate for all Covered Persons
during any fiscal year of Borrower and $10,000,000 for all
Covered Persons in the overall aggregate.
(t) Section 14.4.9. is entirely amended, as follows:
14.4.9. Security Interests granted on or before September 24,
1999 that secure Obligations of Covered Persons which, when
added to Security Interests permitted in Section 14.4.5, do
not exceed $25,000,000 for all Covered Persons.
(u) Sections 14.5.1., 14.5.2., 14.5.3, 14.5.4, and 14.5.5. are
hereby deleted, and Section 14.5. is entirely amended, as follows:
6
14.5. Acquisitions. Acquire stock or any other equity interest
in a Person sufficient for such Person to become a Subsidiary
or Affiliate of a Covered Person, or acquire all or
substantially all of the assets or a division of a Person,
except Investments permitted under Section 14.1.7.
(v) Section 14.6. is entirely amended, as follows:
14.6 Disposal of Property. Sell, transfer, exchange, lease, or
otherwise dispose of any of its assets (except for sales in
the ordinary course of business and sales of worn out or
obsolete assets to be immediately replaced by assets of equal
or greater value or quality) including any shares of stock of
any Subsidiaries of Domestic Borrower or any Foreign Borrower
that are not pledged to Administrative Agent for the benefit
of Lenders, except for sales and other dispositions of assets
(excluding stock of any Subsidiaries) for which the book value
does not exceed $1,000,000 in the aggregate and sales approved
by consent of the Required Lenders.
(w) New Sections 14.11., 14.12., and 14.13. are added
immediately following Section 14.10., as follows:
14.11. Capital Expenditures. Make Capital Expenditures (for
all Covered Persons) in excess of the applicable amount in the
following table for the period indicated in the following
table:
----------------------------------------------- --------------------------------
During the period The applicable amount is
----------------------------------------------- --------------------------------
From June 28, 1999 through September 26, 1999 $3,800,000
----------------------------------------------- --------------------------------
From June 28, 1999 through December 26, 1999 $7,300,000
----------------------------------------------- --------------------------------
From June 28, 1999 through March 26, 2000 $11,800,000
----------------------------------------------- --------------------------------
From June 28, 1999 through June 25, 2000 $14,300,000
----------------------------------------------- --------------------------------
From June 26, 2000 through September 24, 2000 $3,500,000
----------------------------------------------- --------------------------------
From June 26, 2000 through December 31, 2000 $7,000,000
----------------------------------------------- --------------------------------
From June 26, 2000 through April 1, 2001 $10,500,000
----------------------------------------------- --------------------------------
14.12. Distributions. With respect to any Covered Person that
has issued any shares of capital stock or other equity
securities, (a) retire, redeem, purchase, or otherwise
7
acquire for value any of those securities, (b) declare or pay
any dividend on or with respect to those securities, except to
Domestic Borrower, the UK Borrower or their respective
wholly-owned Subsidiaries, (c) make any loan or advance to, or
other investment in, the holder of any of those securities, or
(d) make any other payment with respect to those securities,
except to Domestic Borrower, the UK Borrower or their
respective wholly-owned Subsidiaries.
14.13. Amendment to TIDES. Amend, change, or permit to be
amended or changed, those certain 7.16% Convertible Junior
Subordinated Deferrable Interest Debentures or any document,
instrument or other agreement executed in connection therewith
other than amendments or supplements to any registration
statement or prospectus relating thereto and as required in
connection with the replacement of the trustee under the
indenture.
(x) Section 15.1. is amended by adding a new sentence
immediately following the last sentence in the definition of "Net
Worth" therein, as follows:
Notwithstanding any of the above, cumulative foreign currency
translation adjustments shall not be included in the
calculation of Net Worth.
(y) Sections 15.2., 15.3., 15.4., and 15.5. are entirely
amended, as follows:
15.2. Minimum Net Worth. Domestic Borrower's Net Worth as of
the end of each fiscal quarter of Domestic Borrower shall at
no time be less than $175,000,000 plus (i) 50% of Domestic
Borrower's cumulative Net Income (but not any net loss) for
the period commencing June 28, 1999, and extending through and
including the end of the applicable fiscal quarter and (ii)
75% of the amount of the cumulative net proceeds received by
Domestic Borrower for the period commencing June 28, 1999, and
extending through and including the end of the applicable
fiscal quarter from the issuance of equity securities of any
Covered Person (other than in connection with any employee
benefit plan or employee compensation arrangement).
15.3. Maximum Funded Debt to EBITDA Ratio. The ratio of
Domestic Borrower's Funded Debt as of the end of any fiscal
quarter of Domestic Borrower to Domestic Borrower's EBITDA for
the four consecutive fiscal quarters then ended shall not
exceed the applicable ratio in the following table:
--------------------------------------------- ----------------------------------
During the period The applicable ratio is
--------------------------------------------- ----------------------------------
From June 28, 1999 through December 26, 1999 7.5 to 1.0
--------------------------------------------- ----------------------------------
From December 27, 1999 through March 26, 6.25 to 1.0
2000
--------------------------------------------- ----------------------------------
After March 26, 2000 3.25 to 1.0
--------------------------------------------- ----------------------------------
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15.4 Minimum Fixed Charge Coverage. The ratio of Domestic
Borrower's Adjusted EBITDA to Domestic Borrower's Fixed
Charges, calculated at the end of each fiscal quarter of
Domestic Borrower for the four consecutive fiscal quarters
then ended, shall not be less than the applicable ratio in the
following table:
--------------------------------------------- ----------------------------------
During the period The applicable ratio is
--------------------------------------------- ----------------------------------
From June 28, 1999 through September 26, 0.30 to 1.0
1999
--------------------------------------------- ----------------------------------
From September 27, 1999 through 0.40 to 1.0
December 26, 1999
--------------------------------------------- ----------------------------------
From December 27, 1999 through March 26, 0.50 to 1.0
2000
--------------------------------------------- ----------------------------------
After March 26, 2000 1.25 to 1.0
--------------------------------------------- ----------------------------------
15.5. Minimum EBITDA to Interest Expense Ratio. The ratio of
Domestic Borrower's EBITDA to Domestic Borrower's Interest
Expense, calculated at the end of each fiscal quarter of
Domestic Borrower for the four consecutive fiscal quarters
then ended, shall not be less than the applicable ratio in the
following table:
--------------------------------------------- ----------------------------------
During the period The applicable ratio is
--------------------------------------------- ----------------------------------
From June 28, 1999 through December 26, 1999 1.20 to 1.0
--------------------------------------------- ----------------------------------
From December 27, 1999 through March 26, 1.25 to 1.0
2000
--------------------------------------------- ----------------------------------
After March 26, 2000 2.25 to 1.0
--------------------------------------------- ----------------------------------
(z) A new Section 15.6. is added immediately following Section
15.5., as follows:
15.6. Minimum EBITDA. Domestic Borrower's EBITDA, calculated
at the end of each fiscal quarter of Domestic Borrower for the
four consecutive fiscal quarters then ended, shall not be less
than the applicable amount in the following table for the
period indicated in the following table:
----------------------------------------------- --------------------------------
During the period The applicable amount is
----------------------------------------------- --------------------------------
From June 28, 1999 through December 26, 1999 $17,500,000
----------------------------------------------- --------------------------------
From December 27, 1999 through March 26, 2000 $22,000,000
----------------------------------------------- --------------------------------
9
From March 27, 2000 through June 25, 2000 $40,000,000
----------------------------------------------- --------------------------------
After June 25, 2000 $45,000,000
----------------------------------------------- --------------------------------
(aa) Section 16.1.6. is entirely amended, as follows:
16.1.6. Other Covenants. Failure of any Covered Person to
comply with of any of the terms or provisions of any of the
Loan Documents applicable to it (other than a failure which
constitutes an Event of Default under any of Sections 16.1.1
through 16.1.5) which is not remedied or waived in writing in
accordance with the terms of this Agreement within 30 days
after notice thereof from the Administrative Agent to such
Covered Person.
(bb) A new Section 16.1.17. is added immediately following
Section 16.1.16., as follows:
16.1.17. Default Under Certain Other Agreements. In respect of
any Indebtedness incurred in connection with (a) that certain
Reimbursement Agreement between Domestic Borrower and
BankBoston, N.A. ("BankBoston") dated as of July 1, 1998 (as
amended, extended, renewed or restated from time to time) and
those certain $7,000,000 Multi-Mode Industrial Revenue Bonds
(Sencorp Systems, Inc. ProjectB1998 Series A) issued by the
Massachusetts Industrial Finance Agency (collectively, the
"Bond Documents"), and (b) those certain 7.16% Convertible
Junior Subordinated Deferrable Interest Debentures, any
default or other event or condition occurs or exists at any
time beyond the applicable grace or cure period (and, solely
with respect to the Bond Documents, only after BankBoston has
obtained a Security Interest in the Collateral which is pari
passu with the Lenders), the effect of which is to cause or to
permit any holder of that Indebtedness to cause (whether or
not it elects to cause) any of that Indebtedness to become due
before its stated maturity or regularly scheduled payment
dates.
(cc) The fourth sentence of Section 19.2. is entirely amended,
as follows:
The foregoing notwithstanding, no such amendment,
modification, waiver or consent shall release any of the
Collateral or any Covered Person or any Guarantor from its
obligations under the Loan Documents (other than in connection
with sales or other dispositions of assets permitted under
Section 14.6. and upon compliance with Section 6.2.3.) unless
signed by authorized officers of Borrower and any one or more
Lenders whose shares of Lenders' Exposure at the relevant time
aggregate at least 80%, and no such amendment, modification,
waiver or consent shall, unless signed by authorized officers
of Borrower and of all the Lenders: (i) increase any Revolving
Loan Commitment of any Lender, or increase the Letter of
Credit Commitment or subject any Lender or the Letter of
Credit Issuer to a greater obligation than expressly provided
for in this Agreement, (ii) reduce or forgive the repayment of
principal of any Advance or the reimbursement of any draw on a
Letter of Credit or decrease the
10
rate, or change the mechanism for determining the rate, of
interest on any Advance or any fees or other amounts payable
by Borrower hereunder, (iii) change to a later date the
regularly scheduled dates for payments of principal or
interest of any Advance or other fees or amounts payable to
any Lender under the Loan Documents (including, without
limitation, the Revolving Loan Maturity Date), (iv) change the
provisions of Section 17 to the detriment of any Lender, (v)
change the definition of Required Lenders herein, (vi) change
the provisions of this Section, (vii) change any provisions of
this Agreement requiring ratable distributions to Lender, or
(viii) subordinate the Loan Obligations to any other
Indebtedness.
(dd) The first sentence of Section 19.7. is entirely amended,
as follows:
Notwithstanding anything to the contrary in any other Loan
Document, this Agreement, the Notes and the other Loan
Documents and the rights and obligations of the parties
hereunder and thereunder shall be governed by and construed
and interpreted in accordance with the internal Laws of the
State of Texas without regard to choice or conflicts of law
principles.
(ee) The definition of "Permitted Stock Repurchase" in Exhibit
2.1 to the Credit Agreement is hereby amended by adding at the end
thereof, the following: "and which has been completed prior to June 27,
1999."
(ff) The following definitions are added to Exhibit 2.1 to the
Credit Agreement, or entirely amended, as the case may be:
AGGREGATE REVOLVING LOAN COMMITMENT - the aggregate
commitments of Lenders to fund Revolving Loan Advances as
provided in Section 3.1, as it may be reduced as stated in
Section 3.3. or Section 6.2.3.
BUSINESS DAY - a day other than a Saturday, Sunday or other
day on which commercial banks are authorized or required to
close under the Laws of either the United States or the State
of Texas.
COLLATERAL - the stock and all other property which is pledged
as required in (a) Section 8 of this Agreement, and (b) the
Fourth Amendment.
MAXIMUM AMOUNT - the maximum non-usurious amount of interest
that, under applicable Law, Lenders are permitted to contract
for, charge, take, reserve, or receive on the Loan
Obligations.
MAXIMUM RATE - the maximum non-usurious rate of interest that,
under applicable Law, Lenders are permitted to contract for,
charge, take, reserve, or receive on the Loan Obligations.
FOURTH AMENDMENT - that certain Fourth Amendment to Fourth
Amended and Restated Credit Facilities Agreement dated as of
September 24, 1999, by and among the parties hereto.
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SECURITY DOCUMENTS - all of the documents required or
contemplated to be executed and delivered to Administrative
Agent for the benefit of Lenders under (a) Section 8 of this
Agreement, and (b) the Fourth Amendment, all other documents
granting a Security Interest in any asset of Borrower or any
other Person to secure the payment or performance of any of
the Loan Obligations from time to time, including any such
documents listed on Exhibit 9.1.1 and any similar documents at
any time executed and delivered to Administrative Agent for
the benefit of Lenders from time to time, by Borrower or any
other Person to secure payment or performance of any of the
Loan Obligations.
(gg) Notwithstanding anything in any other Loan Document to
the contrary, DT Resources, Inc. is hereby designated as a Significant
Subsidiary and shall be subject to all obligations of a Significant
Subsidiary under the Loan Documents, except DT Resources shall not be
required to become a Guarantor, or execute a Guaranty or Subsidiary
Security Agreement so long as (i) each Significant Subsidiary, the
Indebtedness of which is held by DT Resources, Inc., has executed a
Subsidiary Security Agreement; and (ii) if requested by Administrative
Agent, DT Resources, Inc. has agreed to subordinate such Significant
Subsidiaries' Obligations under such Indebtedness to the Loan
Obligations in form and substance satisfactory to Administrative Agent.
(hh) Exhibit 13.13 to the Credit Agreement is amended and
restated in the form of, and all references in the Credit Agreement to
Exhibit 13.13 are hereby deemed to be references to, the attached
Exhibit 13.13.
3. COLLATERAL. Domestic Borrower shall execute and deliver to
Administrative Agent, or cause to be executed and delivered to Administrative
Agent, the following documents and items (the "Additional Security Documents"),
each satisfactory to Lenders:
(a) as security for the payment and performance of all of the
Loan Obligations, a security agreement executed by Domestic Borrower in
form and substance satisfactory to Administrative Agent (the "Borrower
Security Agreement") granting to Administrative Agent for the benefit
of Lenders a first priority Security Interest in all personal property
of Domestic Borrower other than assets of any Pension Benefit Plan and
subject to any Permitted Security Interests;
(b) as security for the payment and performance of all of the
Loan Obligations, a security agreement executed by every Significant
Subsidiary domiciled in the United States (other than DT Resources,
Inc.) and Vanguard Technical Solutions, Inc., Armac Industries Co., and
Assembly Machines, Inc. (the "Additional Guarantors") in form and
substance satisfactory to Administrative Agent (the "Subsidiary
Security Agreement"), granting to Administrative Agent for the benefit
of Lenders a first priority Security Interest in all personal property
of each such Significant Subsidiary and Additional Guarantor subject to
any Permitted Security Interests;
(c) UCC-1 Financing Statements executed by Domestic Borrower
and each Significant Subsidiary (other than DT Resources, Inc.) for
filing in such filing offices as
12
Administrative Agent deems necessary for the perfection of the
Security Interests granted in the documents referred to in clauses (a)
and (b) above (the "Financing Statements");
(d) landlord's waivers in form and substance satisfactory to
Administrative Agent for each location leased by Domestic Borrower and
each Significant Subsidiary domiciled in the United States (the
"Landlord Waivers"), which locations are listed on Schedule 2 hereto;
provided that Administrative Agent may, in its discretion, waive
delivery of any Landlord Waiver if Administrative Agent determines that
obtaining such Landlord Waiver is impracticable or immaterial to the
transactions contemplated hereby;
(e) as security for the payment and performance of all of the
Loan Obligations, mortgages or deeds of trust, as appropriate, executed
by Domestic Borrower or the applicable Subsidiary, as the case may be,
in form and substance satisfactory to Administrative Agent, granting a
first priority (except for Permitted Security Interests) lien to
Administrative Agent for the benefit of Lenders on all real property
owned by Domestic Borrower and each Subsidiary domiciled in the United
States (the "Deeds of Trust"), which real property is listed on
Schedule 1 hereto;
(f) Mortgagee Policies of Title Insurance with respect to the
real property described in clause (f) above, showing a satisfactory
state of title (the "Title Policies");
(g) as security for the payment and performance of all of the
Loan Obligations, an aircraft security agreement executed by Domestic
Borrower in form and substance satisfactory to Administrative Agent
(the "Aircraft Security Agreement") granting to Administrative Agent
for the benefit of Lenders a first priority Security Interest in all
aircraft and aircraft engines of Domestic Borrower;
(h) as security for the payment and performance of the Loan
Obligations of the Canadian Borrowers, a security agreement executed by
Xxxxxx, Inc. (the "Canadian Security Agreement") in form and substance
satisfactory to Administrative Agent and Lenders, granting to
Administrative Agent for the benefit of Lenders a first priority
Security Interest in all personal property of Xxxxxx, Inc., subject to
any Permitted Security Interests;
(i) an unconditional guaranty of the Loan Obligations by the
Additional Guarantors, in form and substance satisfactory to
Administrative Agent (the "Additional Guaranty"); and
(j) any additional documents, instruments, certificates and
other items as Administrative Agent reasonably deems appropriate or
necessary to (i) perfect and maintain the liens and Security Interests
granted pursuant to the documents referred to above or (ii) to preserve
and protect the rights of Administrative Agent and Lenders under any
Loan Document ("Collateral Requirements").
4. SWINGLINE ADVANCES. Notwithstanding anything in the Credit Agreement
or any other Loan Document, commencing on the date of this Amendment and
continuing at all times thereafter, the Borrower may not request, and
Administrative Agent will not make, Swingline Advances.
13
5. AMENDMENT FEE. Borrower shall pay to the Administrative Agent, for
the pro rata benefit of the Lenders, an amendment fee in the aggregate amount of
$325,000 (the "Amendment Fee"), earned and due and payable as of the date of
this Amendment.
6. TIDES. Until the Loan Obligations are paid in full and all
Commitments are cancelled, Domestic Borrower shall exercise its option to defer
interest payments on those certain 7.16% Convertible Junior Subordinated
Deferrable Interest Debentures and shall not make such payments.
7. ACKNOWLEDGMENT OF THE BORROWER. The Borrower acknowledges and agrees
that the Lenders executing this Amendment have done so in their sole discretion
and without any obligation. The Borrower further acknowledges and agrees that
any action taken or not taken by the Lenders or the Administrative Agent prior
to, on or after the date hereof shall not constitute a waiver or modification of
any term, covenant or provision of any Loan Document other than with respect to
the Existing Events of Default or prejudice any rights or remedies other than
with respect to the Existing Events of Default which the Administrative Agent or
any Lender now has or may have in the future under any Loan Document, Applicable
Law or otherwise, all of which rights and remedies are expressly reserved by the
Administrative Agent and the Lenders.
8. SUBSIDIARIES ACKNOWLEDGMENT. By signing below, each of the Domestic
Borrower's Subsidiaries which has executed a guaranty of the Loan Obligations
(a) consents and agrees to this Amendment's execution and delivery, (b) ratifies
and confirms its obligations under its guaranty, (c) acknowledges and agrees
that its obligations under its guaranty are not released, diminished, impaired,
reduced, or otherwise adversely affected by this Amendment, and (d) acknowledges
and agrees that it has no claims or offsets against, or defenses or
counterclaims to, its guaranty.
9. RELEASE.
(a) Upon this Amendment becoming effective, the Domestic
Borrower and each of its Subsidiaries hereby unconditionally and
irrevocably remises, acquits, and fully and forever releases and
discharges the Administrative Agent and the Lenders and all respective
affiliates and subsidiaries of the Administrative Agent and the
Lenders, their respective officers, servants, employees, agents,
attorneys, principals, directors and shareholders, and their respective
heirs, legal representatives, successors and assigns (collectively, the
"Released Lender Parties") from any and all claims, demands, causes of
action, obligations, remedies, suits, damages and liabilities
(collectively, the "Borrower Claims") of any nature whatsoever, whether
now known, suspected or claimed, whether arising under common law, in
equity or under statute, which the Domestic Borrower or any of its
Subsidiaries ever had or now has against the Released Lender Parties
which may have arisen at any time on or prior to the date of this
Amendment and which were in any manner related to any of the Loan
Documents or the enforcement or attempted enforcement by the
Administrative Agent or the Lenders of rights, remedies or recourses
related thereto.
(b) Upon this Amendment becoming effective, the Domestic
Borrower and each of its Subsidiaries covenants and agrees never to
commence, voluntarily aid in any way,
14
prosecute or cause to be commenced or prosecuted against any of the
Released Lender Parties any action or other proceeding based upon any
of the Borrower Claims which may have arisen at any time on or prior
to the date of this Amendment and were in any manner related to any of
the Loan Documents.
(c) The agreements of the Domestic Borrower and each of its
Subsidiaries set forth in this Section 9 shall survive termination of
this Amendment and the other Loan Documents.
10. REPRESENTATIONS AND WARRANTIES. By its execution and delivery
hereof, the Borrower represents and warrants to the Lenders that, as of the date
hereof:
(a) the information contained in Schedules 1 and 2 attached
hereto is true and correct in all respects, and (i) Domestic Borrower
and its Significant Subsidiaries domiciled in the United States do not
own any real property in the United States other than the real property
listed on Schedule 1, and (ii) Domestic Borrower and its Significant
Subsidiaries domiciled in the United States do not lease any real
property in the United States other than the real property listed on
Schedule 2;
(b) after giving effect to the waiver set forth in Section 1
of this Amendment, the representations and warranties 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 such date;
(c) after giving effect to the waiver set forth in Section 1
of this Amendment, no event has occurred and is continuing which
constitutes a Default or an Event of Default; and
(d) the Domestic Borrower has (i) initiated a review and
assessment of all areas within its business and operations that could
be adversely affected by the AYear 2000 Problem@ (that is, the risk
that computer applications used by the Domestic Borrower and its
Subsidiaries (or its suppliers and vendors) may be unable to recognize
and perform properly date-sensitive functions involving certain dates
prior to and any date after December 31, 1999), (ii) developed a plan
and a timeline for addressing the Year 2000 Problem on a timely basis,
and (iii) to date, implemented that plan in accordance with that
timetable. The Domestic Borrower reasonably believes that, based upon
successful implementation of the plan and timeline, all of the computer
applications that are material to the business and operations of the
Domestic Borrower and its Subsidiaries will on a timely basis be able
to perform properly date-sensitive functions for all dates before and
after January 1, 2000 (that is, be AYear 2000 compliant@), except to
the extent that a failure to do so could not reasonably be expected to
have a Material Adverse Effect.
11 CONDITIONS OF EFFECTIVENESS. This Amendment shall be effective as
of September 24, 1999, so long as all corporate actions of Borrower and the
Significant Subsidiaries taken in connection herewith and the transactions
contemplated hereby shall be satisfactory in form and substance to
Administrative Agent and Lenders, and each of the following conditions precedent
shall have been satisfied:
15
(a) All reasonable out-of-pocket fees and expenses in
connection with the Loan Documents, including this Amendment and the
Additional Security Documents, including legal and other professional
fees and expenses incurred on or prior to the date of this Amendment by
Administrative Agent or any Lender, including, without limitation, the
fees and expenses of Xxxxxxxx Xxxxxxxx & Xxxxxx P.C. and Xxxxxx
Xxxxxxxx L.L.P., shall have been paid.
(b) Administrative Agent and each Lender shall have received
each of the following, in form and substance satisfactory to
Administrative Agent, Lenders and Administrative Agent's counsel:
(i) an opinion of PricewaterhouseCoopers, accountants
for the Borrower and its Subsidiaries, with respect to the
fiscal year 1999 audited consolidated financial statements of
the Borrower, which shall not be limited as to the scope of
the audit or qualified as to the status of the Borrower and
its Subsidiaries as a going concern;
(ii) a certificate of the Borrower certifying (A) as
to the accuracy in all material respects, after giving effect
to this Amendment, the Additional Security Documents, and the
Waiver in Section 1 hereof, of the representations and
warranties set forth in the Credit Agreement, this Amendment,
the Additional Security Documents, and the other Loan
Documents, and (B) that there exists no Default or Event of
Default, after giving effect to this Amendment and the Waiver
in Section 1 hereof, and the execution, delivery and
performance of this Amendment and the Additional Security
Documents will not cause a Default or Event of Default;
(iii) certified copies of resolutions of the boards
of directors of the Borrower and each Significant Subsidiary
authorizing the transactions contemplated by this Amendment
and the Additional Security Documents;
(iv) the Borrower Security Agreement, the Subsidiary
Security Agreement, the Aircraft Security Agreement, the
Financing Statements, and any and all Collateral Requirements
in connection with any of the foregoing (other than as set
forth in Section 12 below);
(v) payment of the Amendment Fee;
(vi) an opinion of counsel to the Borrower and each
Subsidiary addressed to the Lenders and in form and substance
satisfactory to the Administrative Agent, dated as of the date
hereof, and covering such matters incident to the transactions
contemplated by this Amendment and the Additional Security
Documents as the Administrative Agent or its counsel may
reasonably request; and
(vii) such other documents, certificates and
instruments as the Administrative Agent shall require prior to
the date hereof.
16
12 ADDITIONAL EVENTS OF DEFAULT. It will constitute an Event of
Default if (a) the Borrower shall fail, on or before December 31, 1999, to
deliver to Administrative Agent the Landlord Waivers, the Title Policies, the
Canadian Security Agreement, and any and all Collateral Requirements in
connection with any of the foregoing, or (b) the Borrower shall fail, on or
before October 31, 1999, to deliver to Administrative Agent the Deeds of Trust,
the Additional Guaranty, and legal descriptions of real property not delivered
to Administrative Agent on or before the date hereof and necessary for the
filing of certain Financing Statements.
13 REFERENCE TO CREDIT AGREEMENT. Upon the effectiveness of this
Amendment, each reference in the Credit Agreement to "this Agreement,"
"hereunder," or words of like import shall mean and be a reference to the Credit
Agreement, as affected and amended by this Amendment.
14 COUNTERPARTS; EXECUTION VIA FACSIMILE. This Amendment may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This
Amendment may be validly executed and delivered by facsimile or other electronic
transmission.
15 GOVERNING LAW: BINDING EFFECT. This Amendment shall be governed by
and construed in accordance with the laws of the State of Texas and shall be
binding upon the Borrower, the Administrative Agent, each Lender and their
respective successors and assigns.
16 HEADINGS. Section 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.
17 LOAN DOCUMENT. This Amendment is a Loan Document and is subject to
all provisions of the Credit Agreement applicable to Loan Documents, all of
which are incorporated in this Amendment by reference the same as if set forth
in this Amendment verbatim.
18 NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
17
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
the date first above written.
DT INDUSTRIES, INC., XXXXXX INC. formerly Xxxxxx Canada Inc.,
a Delaware corporation a New Brunswick, Canada corporation
By:/s/ Xxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Senior Vice Xxxxx X. Xxxxx, Vice
President-Finance and President and Treasurer
Administration
DT CANADA INC., ASSEMBLY TECHNOLOGIE &
a New Brunswick, Canada corporation AUTOMATION GMBH, a German
limited liability company
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Vice President Xxxxx X. Xxxxx,
and Treasurer Geschaftsfuhrer
DT INDUSTRIES (UK) II LIMITED,
a corporation of England and Wales
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Director
BANK OF AMERICA, N.A., formerly DRESDNER BANK AG, NEW YORK
NationsBank, N.A., as Administrative Agent AND GRAND CAYMAN BRANCHES
and a Lender
By: /s/ Xxxxxxx X. Xxxxxxxxxxx By:/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxxxxx, XX Xxxxxxx X. Xxxxx
Managing Director Vice President
By:/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
Vice President
THE BANK OF NEW YORK THE BANK OF NOVA SCOTIA
By:/s/ Xxxxxx X. XxXxxxxx By:/s/ F.C.H. Xxxxx
Xxxxxx X. XxXxxxxx F.C.H. Xxxxx
Vice President Senior Manager Loan
Operations
THE SAKURA BANK, LIMITED MERCANTILE BANK NATIONAL ASSOCIATION
By:/s/ Tamihiro Kawauchi By:/s/ Xxxxxxx X. Xxxxxx
Tamihiro Xxxxxxxx Xxxxxxx X. Xxxxxx
Senior Vice President Vice President
GENERAL ELECTRIC CAPITAL THE SUMITOMO BANK, LIMITED
CORPORATION
By: /s/ Xxxxxxx Xxxx By:/s/ Xxxxxx X. Tata
Xxxxxxx Xxxx Xxxxxx X. Tata
Duly Authorized Signatory Senior Vice President
NATIONAL CITY BANK
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Senior Vice President
ACKNOWLEDGED AND AGREED:
ADVANCED ASSEMBLY AUTOMATION, INC.
By:/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Vice President
ASSEMBLY TECHNOLOGY & TEST, INC.
By:/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Vice President
DETROIT TOOL AND ENGINEERING COMPANY
By:/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Vice President
DETROIT TOOL METAL PRODUCTS CO.
By:/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Vice President
XXXXXXXX MANUFACTURING CORPORATION
By:/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Vice President
PHARMA GROUP, INC.
By:/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Vice President
MID-WEST AUTOMATION ENTERPRISES, INC.
By:/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Vice President
MID-WEST AUTOMATION SYSTEMS, INC.
By:/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Vice President
SENCORP SYSTEMS, INC.
By:/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Vice President
SCHEDULE 1
--------------------------------------------------------------------------------
OWNED REAL PROPERTY
--------------------------------------------------------------------------------
Name of Company Description of Property
--------------- -----------------------
Assembly Machines, Inc. 0000 Xxxxx Xxxxx
Xxxx, XX 00000
Assembly Technology & Test, Inc. 000 Xxxxxxxx
Xxxxxxx, XX 00000
0000 X. Xxxxxxxx
Xxxxxxx, XX 00000
000 X. Xxxxxxxx Xxx.
Lots 1 and 0
Xxx 000 Xxxxxxx Xxxxxxx,
0xx addition
Xxxxxxx, XX 00000
0000 X. Xxxxxxxx Xxx.
E S Vacant Blk A
Xxxxxxx Xxxxxxx,
2nd addition
Also that part of vacated
Xxxxxxx St. lying adjacent
thereto
Xxxxxxx, XX 00000
Detroit Tool and Engineering Company 000 X. Xxx
Xxxxxxx, XX
("Engineering" -- approx.
5.25 acres)
("Heat Treat" -- approx.
1.25 acres)
000 Xxxxxx Xxxx
Xxxxxxx, XX
("Xxxxxx" -- approx. 10 acres)
Peer Division
0000 X. Xxxxxx
Xxxxxx Xxxxxx, XX 00000
Detroit Tool Metal Products Co. 000 Xxxx Xxxx
Xxxxxxx, XX 00000
Pharma Group, Inc. Xxxxx Division
00 Xxxx Xx.
Xxxxxxxxxx, XX
Xxxxx & Xxxxx Division
0000 X. Xxxxxx
Xxxxxxxxxx, XX
23
Sencorp Systems, Inc. 000 Xxxxx Xxxx Xxxx
Xxxxxxx, XX
--------------------------------------------------------------------------------
24
SCHEDULE 2
--------------------------------------------------------------------------------------------------------------------
LEASED REAL PROPERTY
--------------------------------------------------------------------------------------------------------------------
Name of Company Description of Property Landlord
--------------- ----------------------- --------
DT Industries, Inc. 18,372 square feet American National Insurance Company
Corporate Center 1949 E. Sunshine
0000 X. Xxxxxxxx Xxxxx 0-000
Xxxxx 0-000 Xxxxxxxxxxx, XX
Xxxxxxxxxxx, XX 00000
Advanced Assembly Automation, Inc. 000 Xxxxx Xxxxxx Xxxx Wide Development Corporation
Xxxxxx, XX 00000 0 X. Xxxx Xxxxxx
Xxxxxx, XX 00000
000 X. Xxxxx Xx. Xxxx Wide Development Corporation
Xxxxxx, XX 00000 0 X. Xxxx Xxxxxx
Xxxxxx, XX 00000
Assembly Technology & Test, Inc. 00000 Xxxxx Xx. Xxxx Xxxxxxxxxx
Xxxxxxx, XX 00000 0000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
00000 Xxxxx Xx. The Xxxxx Group, Inc.
Xxxxxxx, XX 00000
Detroit Tool and Engineering Company 0000 Xxxxxx Xxx. EFMR, Inc.
Xxxxxxx, XX 00000 Pinetree Drive
(Warehouse Facility) Lebanon, MD
Storage Building Xxxxxxxx Enterprises
(approx. 2,000 square feet)
Storage Facility R-Rentals
(approx. 6,000 square feet)
Xxxxxxxx Manufacturing Corporation 0000 Xxxxxx Xx. South Van Buren X. Xxxxxxxx, Xx.
Xxxxxxxxx, XX 00000
0000 Xxxxxx Xxx. 0000 Xxxxxx Xxx. Associates
Pittsford, NY
Xxxxxx, Inc. 0000 Xxxxxxxxx Xx. Westpen Properties Ltd.
Xxxxxxxxxxx, Xxxxxxx
00000 TransCanada Hwy. Teecan Properties Inc.
Xxxxxxxx, Xxxxxx 0000 Xxxx Xxxxx West, #300
Xxxxxxxx, Xxxxxx X0X 0X0
Pharma Group, Inc. Xxxxxx Division Somerville Fidelco Associates, L.P.
00 Xxxxxx Xx. 000 Xxxxx 00, X.X. Xxx 0000
Xxxxxxxxxx, XX Xxxxxxxxxxx, XX 00000
0000 Xxxxx Xxx. Alamitos Associates, LLC
25
Lakewood, CA
Xxxxxxx Division Capplanco Four, Inc.
0000 X. Xxxxxx Xx.
Xxxxx, XX
Xxxxxx Division I-95 Business Center at Keystone
0000 Xxxxxx'x Xxxx Xxxx-0, a PA Limited Partnership
Bristol, PA
Mid-West Automation Systems, Inc. 0000 Xxxxx Xxxxxxx American National Bank and Trust
Buffalo Grove, IL Company of Chicago
Xxx 00, Xxxxxxxxx Xxxxx XxXxxxx National Trust N.A.
Buffalo Grove, IL
1275 Xxxxxxx Blvd. Xxxxxxx Xxxxxxxx Street Property
Buffalo Grove, IL
000 X. Xxxxxx Xxxxxx Community First Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, XX
Armac Industries, Co. 000 Xxxxxxx Xx. 000 Xxxxxxx Xxxx Realty & Ins.
Fall River, MA 00 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Vanguard Technical Solutions, Inc. 0000 Xxxxxxxxxx Xxxxxx Xxx Xxxxxxx Properties, L.P.
Suite 202 West
Ontario, CA
6550 South Bay Colony Dr. AU Bay Colony, LLC
Tucson, AZ
--------------------------------------------------------------------------------------------------------------------
26
