EXHIBIT 10.1
FORBEARANCE AGREEMENT AND AMENDMENT
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This Forbearance Agreement and Amendment (the "Agreement") is entered into
as of December 1, 1999 by and among:
Nutramax Products, Inc. (hereinafter, the "BORROWER"), a Delaware
corporation with its principal executive offices at 0 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxxx;
Nutramax Holdings, Inc., Nutramax Holdings II, Inc, Optopics Laboratories
Corp., Fairton Realty Holdings, Inc., Oral Care, Inc., Powers
Pharmaceutical Corp., Xxxxxxxx Realty, Inc., Certified Corp., First Aid
Products, Inc., Adhesive Coatings, Inc., Elmwood Park Realty, Inc. and F.A.
Products, L.P. (individually, a "GUARANTOR" and collectively, the
"GUARANTORS");
BankBoston, N.A., National Bank of Canada, Fleet National Bank, The
Sumitomo Bank Limited, and Senior Debt Portfolio (hereinafter collectively,
the "BANKS")
BankBoston, N.A., as Agent for the Banks (hereinafter, in such capacity,
the "AGENT"), having a principal place of business at 000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000;
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
WITNESSETH:
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1. BACKGROUND. On December 30, 1996, the Agent, certain of the Banks and the
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Borrower entered into a Revolving Credit and Term Loan Agreement, pursuant
to which the Banks established, subject to the terms therein contained,
revolving credit, letter of credit and term loan facilities in favor of the
Borrower. The Revolving Credit and Term Loan Agreement was thereafter
modified pursuant to the terms of eight amendments thereto (the Revolving
Credit and Term Loan Agreement as so amended shall hereinafter be referred
to as the "LOAN AGREEMENT").
The Borrower's Obligations to the Agent and the Banks are secured by
perfected mortgage and security interests in and to all of the Borrower's
assets, including, without limitation, all of the Borrower's accounts,
inventory, equipment, general intangibles, trademarks, patents, and real
estate, (collectively, the "COLLATERAL"). In addition,
the Guarantors have unconditionally guarantied the payment and performance
of the Borrower's Obligations (the "GUARANTIES") and to secure their
respective guaranties have granted the Agent for the ratable benefit of the
Banks perfected mortgage and security interests in and to all of their
assets, including, without limitation, all of their accounts, inventory,
equipment, general intangibles, trademarks, patents, and real estate (the
"GUARANTORS' COLLATERAL").
Various Events of Default have arisen under the Loan Agreement, and the
Borrower and the Guarantors have requested that, notwithstanding the
occurrence of such Events of Default, the Agent and the Banks continue to
forbear from exercising their rights and remedies upon default on account
of such Events of Default. The Agent and the Banks are willing to so
forbear BUT ONLY upon the terms and conditions set forth herein.
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2. DEFINITIONS.
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a. All capitalized terms used herein and not otherwise defined shall have
the same meaning herein as in the Loan Agreement.
b. "EXISTING DEFAULTS" means those Events of Defaults existing as of the
date hereof and described on SCHEDULE 1 hereto.
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c. "Overadvance" shall mean the following amounts for the following
periods:
Period Overadvance
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November 24, 1999 through $2,750,000.00
December 4, 1999
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December 5, 1999 through $3,000,000.00
February 5, 2000
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After February 5, 2000 $ 0
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The Overadvance shall be further reduced in accordance with the
provisions of (S)5(d) of this Forbearance Agreement. To the extent
this definition conflicts
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with the first paragraph of (S)2.20 of the Loan Agreement, the
provisions of this definition shall control.
d. "Revolving Loan Ceiling" means $21,250,000.00.
3. OUTSTANDING OBLIGATIONS.
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a. The Borrower and the Guarantors each acknowledge and agree that, as of
November 22, 1999, they are jointly and severally obligated to the
Agent and the Banks as follows:
REVOLVING LOANS
Principal: $20,353,227.84
Interest: $ 267,047.23
TERM LOAN A
Principal: $21,425,000.00
Interest: $ 273,156.42
TERM LOAN B
Principal: $26,697,627.00
Interest: $ 386,559.39
b. In addition, the Borrower acknowledges and agrees that the Borrower is
obligated to the Agent and the Banks for the IRB Letters of Credit,
other Letters of Credit, and any amounts due under the LC
Reimbursement Agreements relating thereto, for Agent's Fees,
Commitment Fees, interest, Letter of Credit fees. together with costs
and expenses, including, without limitation, attorneys' fees,
appraisal fees, and commercial finance examination fees, all whether
accrued or now due or hereafter accruing or becoming due.
c. The Borrower and the Guarantors each further acknowledge and agree
that, as of the date hereof, they do not have any offsets, defenses,
or counterclaims against the Agent or the Banks with respect to the
Loan Agreement, the Guaranties, any other Loan Documents, or
otherwise, and to the extent that any such offsets,
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defenses or counterclaims may exist, the Borrower and each Guarantor
hereby WAIVES and RELEASES same. The Borrower and each Guarantor shall
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execute and deliver to the Agent and each Bank such releases as the
Agent or any Bank may request to confirm the foregoing.
d. The Borrower and each Guarantor hereby ratifies and confirms that the
Obligations (as modified hereby) are secured by the Collateral and the
Guarantor Collateral.
4. FORBEARANCE BY AGENT AND THE BANKS. The Agent and the Banks will each
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forbear from terminating the Commitments, accelerating the time for payment
of the Obligations, and foreclosing upon the Collateral and the Guarantor
Collateral until the earlier of (i) February 5, 2000, or (ii) at the
election of the Majority Banks, until the occurrence of a Termination Event
(as defined herein) (the period commencing on the date hereof and ending on
the earlier of (i) or (ii) above shall hereinafter be referred to as the
"FORBEARANCE PERIOD"). Nothing contained herein shall limit any other
rights of the Agent and the Banks upon default, including, without
limitation, the right to impose the default rate of interest.
5. TERMS OF EXTENDED FORBEARANCE. The Agent's and the Banks' consent to the
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Forbearance Period is subject to the following terms and conditions:
a. Revolving Loans. The provisions of (S)(S) 2.1(a) and 6.16 of the Loan
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Agreement are hereby amended to provide that (i) the maximum aggregate
principal amount of all Revolving Loans outstanding (after giving
effect to the amounts requested), plus the aggregate Stated Amount of
Letters of Credit (other than the Stock Purchase and IRB Letters of
Credit) outstanding at such time, plus the aggregate amount of any
unreimbursed draws under outstanding Letters of Credit, shall not at
any time exceed the lesser of (A) the aggregate amount of the
Revolving Credit Commitments of all of the Banks, and (B) the sum of
the Borrowing Base and the Overadvance, and (ii) during the
Forbearance Period, the maximum aggregate principal amount of all
Revolving Loans outstanding (after giving effect to the amounts
requested), plus the aggregate amount of any unreimbursed draws under
outstanding Letters of Credit, shall not at any time exceed the
Revolving Loan Ceiling.
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b. Interest. The Loan Agreement is hereby amended to provide that from
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and after the date hereof, the Borrower shall not be entitled to elect
to have any Loans bear interest by reference to the Adjusted
Eurodollar Rate. Rather all Loans shall be Base Rate Loans. Any
existing Eurodollar Loans shall convert to Base Rate Loans at the end
of the Interest Period therefor. Further, the Applicable Base Rate
Margin and the Applicable Eurodollar Margin shall be the highest rates
provided in the definition of those terms.
c. Loan Payments. The unpaid portion of the principal payment on Term
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Loan A which was due on October 1, 1999 and which remains unpaid, as
well as the regularly scheduled principal payment thereon due on
December 31, 1999, shall be deferred and paid in full upon the
termination of the Forbearance Period. All other payments of
principal, interest, fees and other amounts payable by the Borrower in
connection with the Loans shall be paid at the times and in the manner
set forth in the Loan Documents.
d. Sale of Optopics. The Borrower shall cause the assets of Optopics to
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be sold for a price and on terms reasonably acceptable to the Majority
Banks on or before December 15, 1999. The provisions of (S)2.13(f) of
the Loan Agreement are hereby amended to provide that the Net Proceeds
from such sale shall be applied ratably (based upon the outstanding
principal balances of the Term Loans and upon the Revolving Credit
Commitments at the time of prepayment) to the Term Loans and the
Revolving Loans. Any amounts applied to the Revolving Loans shall
permanently reduce the Revolving Credit Commitments by a like amount.
Any amounts applied to the Term Loans shall be applied in inverse
order of maturity. All payments hereunder shall be allocable (i) to
the Term Loans pro rata to each Bank having a Term Loan A Commitment
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or a Term Loan B Commitment, in accordance with such Bank's Commitment
Percentage relating to such Term Loans, and (ii) to the Revolving
Loans pro rata to each Bank having a Revolving Credit Commitment, in
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accordance with such Bank's Commitment Percentage relating to such
Revolving Loans.
e. Reporting Requirements. In addition to any other information required
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to be furnished by the Borrower to
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the Agent or any Bank, the Borrower shall furnish the Agent with the
following:
i. Copies of all letters of intent, offers, purchase and sale
agreements or similar documents for the sale of the assets of
Optopics promptly upon receipt thereof.
ii. Weekly, on Monday of each week as of the immediately preceding
Friday, a Borrowing Base Report signed by the chief financial
officer of the Borrower in the form and containing the
information set forth in (S)5.1(c) of the Loan Agreement,
provided that the inventory designation included as a part
thereof shall be required to be updated only as of the last day
of each month. In any event, the Borrowing Base Report shall
incorporate the adjustments to the Borrower's Inventory and
Accounts recommended by Xxxxxx Xxxxxxxx and previously furnished
to the Banks.
iii On or before November 30, 1999, internally prepared consolidated
financial statements of the Borrower and its Subsidiaries as of
the fiscal year ending September, 1999.
iv. Commencing with the November 27, 1999 monthly closing, monthly,
on or before the twentieth day of each month, a Consolidated
balance sheet as of the end of, and a related Consolidated
statement of income for the portion of the fiscal year then ended
and for the immediately preceding fiscal month, prepared in
accordance with GAAP (but subject to normal year end adjustments
which shall not be material in amount) and excluding footnotes,
accompanied by a signed statement that the statements are a fair
representation of the results of operation based upon the
financial records and information available to the chief
financial officer of the Borrower at that time.
v. Weekly, on Monday of each week, a Consolidated pro forma
statement of cash flow for the subsequent rolling thirteen week
period.
vi. On or before November 30, 1999, the Borrower shall advise the
Agent and the Banks of the identity of the certified public
accounting firm which will
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certify the Borrower's balance sheet as of the fiscal year which
ended September, 1999 and the date that such certified balance
sheet shall be delivered to the Agent and the Banks, all of which
shall be satisfactory to the Agent and the Banks.
f. Subordinated Indebtedness. Contemporaneously with the execution
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hereof, the Borrower shall cause to be delivered to the Agent an
agreement with ING pursuant to which ING consents to the terms of this
Agreement, defers payment of all amounts due or to become due on
account of the ING Subordinated Debt from October 15, 1999 through
February 15, 2000 and modifies such other terms of the ING
Subordinated Agreement and ING Subordinated Note as the Agent and the
Banks may reasonably require.
g. Proposal for Restructuring of Borrower. On or before December 15,
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1999, the Borrower shall furnish a term sheet to the Agent and the
Banks for the restructuring and/or recapitalization of the Borrower,
together with supporting projected financial statements, which term
sheet shall have been approved by Xxxxxxx Xxxxxx and Cape Xxx
Investors, LLC and which shall be reasonably satisfactory to the
Majority Banks.
h. Financial Performance Covenants.
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i. During the Forbearance Period only, the provisions of (S) 5,7 and
(S)(S)6.7 through and including 6.9 of the Loan Agreement shall
be inapplicable for purposes of determining whether a Termination
Event has occurred. Nothing contained herein, however, shall be
deemed to constitute a waiver of any Events of Default now
existing or hereafter arising under those sections of the Loan
Agreement.
ii. During the Forbearance Period, the Borrower shall not permit the
consolidated net sales of the Borrower and its Subsidiaries
(exclusive of Optopics), calculated on a cumulative basis from
its fiscal year beginning October, 1999, to be less than the
following amounts for the following periods:
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MONTH ENDING CUMULATIVE NET SALES
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November, 1999 $15,611,000
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December, 1999 $25,368,000
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January, 2000 $33,136,000
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iii During the Forbearance Period, the Borrower shall not permit its
EBITDA (exclusive of Optopics and exclusive of forbearance fees,
appraisal fees, and the fees and expenses of the Banks'
consultants and counsel), calculated on a cumulative basis from
its fiscal year beginning October, 1999, to be less than the
following amounts for the following periods:
MONTH ENDING CUMULATIVE EBITDA
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November, 1999 $1,388,000
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December, 1999 $2,277,000
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January, 2000 $2,989,000
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iv. During the Forbearance Period, the Borrower and its Subsidiaries
shall operate their business in accordance with, and achieve the
results projected in, the business plan furnished the Agent and
the Bank dated October 7, 1999 and November 12, 1999 [as modified
to reflect the Xxxxxx Xxxxxxxx recommendations and the results on
a monthly, rather than quarterly, basis] and shall not permit any
materially adverse deviation therefrom. The Banks agree that no
"materially adverse deviation" shall be deemed to have arisen if
the results of operations comply with the financial performance
covenants set forth in Paragraphs 5(h)(ii) and (iii) of this
Agreement.
i. Compliance with Loan Documents. During the Forbearance Period, except
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as otherwise specifically provided herein, the Borrower and each
Guarantor shall continue to comply with all of the other terms and
conditions of the Loan Agreement and other Loan Documents, as modified
hereby.
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j. Bank Consultant. The Borrower shall cooperate with Xxxxxxxx & Xxxxx,
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LLP, who have been engaged as consultants to the Agent and the Banks
to review and advise the Agent and the Banks with respect to the
Borrower's business, results of operation, financial condition, the
Collateral and such other matters as the Agent and the Banks may
request. The Borrower shall furnish such consultants with such
information at such times as the consultants may reasonably request.
All reasonable costs and expenses of the consultant shall be borne by
the Borrower and shall be paid on demand.
k. Appraisals; Equipment List. On or before December 3, 1999, the
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Borrower shall furnish the Agent with a detailed list of all of the
Borrower's and its Subsidiaries' properties, plant and equipment,
setting forth the location of each item thereof and any liens which
may exists thereon. The Agent may undertake appraisals of all or any
portion of such properties, plant and equipment at any time and from
time to time, at the Borrower's expense. The Borrower shall cooperate
with the Agent and its appraisers in connection therewith and shall
furnish the Agent and such appraisers with such information at such
times as they may reasonably request.
l. Reimbursement of Expenses. Upon the execution hereof, the Borrower
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shall pay all reasonable costs and expenses, including, without
limitation, attorneys' fees, appraisal fees, and commercial finance
examination fees, which have been incurred by the Agent or any Bank in
connection with its relationship with the Borrower and the Guarantors.
m. Forbearance Fee. In consideration of the Agent's and the Banks'
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entering into this Forbearance Agreement, upon the execution hereof,
the Borrower shall pay the Agent for the ratable benefit of the Banks,
a forbearance fee in the sum of $183,562.50. The forbearance fee
shall be fully earned upon payment and shall not be subject to refund
or rebate under any circumstances.
6. CONDITIONS TO EFFECTIVENESS. This Agreement and the Agent's and the Banks'
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forbearance hereunder shall not be effective until each of the following
conditions precedent have been fulfilled to the satisfaction of the Agent
and the Banks:
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a. This Agreement shall have been duly executed and delivered by the
respective parties hereto and, shall be in full force and effect and
shall be in form and substance satisfactory to each of the Banks.
b. All action on the part of the Borrower and each Guarantor necessary
for the valid execution, delivery and performance by the Borrower and
each Guarantor of this Agreement shall have been duly and effectively
taken and evidence thereof satisfactory to the Banks shall have been
provided to each of the Banks.
c. The Borrower shall have paid to the Agent and Banks all fees, expenses
and other amounts then due and owing pursuant to this Agreement and
the Loan Documents.
d. The Agent shall have received the agreement from ING described in
(S)5(f) hereof.
e. Except for the Existing Defaults, no Default or Event of Default (and
after taking into account the provisions of Paragraph 5(h)(i) hereof)
shall have occurred and be continuing.
f. The Borrower and the Guarantors shall have provided such additional
instruments and documents to the Agent and the Banks as the Agent and
the Agent's counsel may have reasonably requested.
7. TERMINATION EVENTS. The occurrence of any of the following events shall
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constitute a "TERMINATION EVENT" within the meaning of this Agreement:
a. The failure by the Borrower or any Guarantor to satisfy all of the
terms and conditions of this Agreement as and when due.
b. The occurrence of any Event of Default (other than Existing Defaults
and after taking into account the provisions of Paragraph 5(h)(i)
hereof).
c. There shall occur any material adverse change in the business,
financial condition, assets or operations of the Borrower and its
Subsidiaries, taken as a whole, after the date hereof, as determined
by the Agent and the Banks acting in good faith and in a commercially
reasonable manner.
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The occurrence of a Termination Event shall also constitute an immediate
Event of Default under the Loan Agreement, without additional notice or grace.
Upon the occurrence of a Termination Event, the Majority Banks may, at their
option, terminate the Forbearance Period and may exercise any or all of their
rights and remedies on default to which the Agent or any Bank is, or to which
the Agent or any Bank would be entitled against the Borrower or any Guarantor.
Without limiting the foregoing, at the election of the Majority Banks, (a) the
Commitments may be terminated and the Banks shall be relieved of all
obligations to make Loans and of all further obligations to cause Letters of
Credit to be issued, and (b) the Agent and the Banks may exercise all rights and
remedies against the Collateral and the Guarantors' Collateral, provided that
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the foregoing shall not be deemed to modify the automatic termination of the
Commitments and acceleration of the Obligations upon the occurrence of an Event
of Default under (S)(S)7.1(g) and (h) of the Loan Agreement. Any notice required
by this provision shall be given in accordance with Section 9.1 of the Loan
Agreement and such notice shall be deemed received as provided for in said
provision.
8. GENERAL.
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a. The provisions of (S)9.1 of the Loan Agreement are hereby amended to
provide that notices to the Agent or Bank of Boston shall be forwarded
as follows:
BankBoston, N.A.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxx
Telecopy: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxxxxxx, LLP
Xxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esquire
Telecopy: (000) 000-0000
b. This Agreement shall be binding upon the Borrower and the Guarantors
and their respective successors and assigns and shall enure to the
benefit of the Agent, the Banks, and their respective successors and
assigns.
c. Any determination that any provision of this Agreement
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or any application thereof is invalid, illegal, or unenforceable in
any respect in any instance shall not affect the validity, legality,
or enforceability of such provision in any other instance, or the
validity, legality, or enforceability of any other provision of this
Agreement.
d. No delay or omission by the Agent or any Bank in exercising or
enforcing any of its rights and remedies shall operate as, or
constitute, a waiver thereof. No waiver by the Agent or any Bank of
any of its rights and remedies on any one occasion shall be deemed a
waiver on any subsequent occasion, nor shall it be deemed a continuing
waiver.
e. This Agreement and all other documents, instruments, and agreements
executed in connection herewith incorporate all discussions and
negotiations among the Borrower, the Guarantors, the Agent and the
Banks, either express or implied, concerning the matters included
herein and in such other instruments, any custom, usage, or course of
dealings to the contrary notwithstanding. No such discussions,
negotiations, custom, usage, or course of dealings shall limit,
modify, or otherwise affect the provisions hereof. No modification,
amendment, or waiver of any provision of this Agreement or of any
provision of any other agreement between the Borrower, the Guarantors,
the Agent or any Bank shall be effective unless executed in writing by
the party to be charged with such modification, amendment and waiver.
f. Except as modified hereby, all terms and conditions of the Loan
Agreement and the other Loan Documents remain in full force and
effect. This Agreement does not constitute an amendment or remaking of
such documents and agreements but is, instead, an agreement by the
Agent and the Banks, provided that certain conditions are met, to
forbear from the exercise of certain rights to which the Agent and the
Banks otherwise would be entitled thereunder. The Agent and the Banks
are not hereby waiving any Existing Default or rights and remedies
which exist and the Agent and the Banks reserve the right upon
expiration of the Forbearance Period to undertake such action as a
result of such Defaults and Events of Default as the Agent or the
Banks may determine.
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g. This Forbearance Agreement shall be deemed to constitute a "Loan
Document" for all purposes under the Loan Agreement.
h. This Agreement and all rights and obligations here under, including
matters of construction, validity, and performance, shall be governed
by the laws of The Commonwealth of Massachusetts. The Borrower and
each Guarantor submits to the jurisdiction of the Courts of said
Commonwealth for all purposes with respect to this Agreement and the
Borrower's and the Guarantors' relationship with the Agent and the
Banks.
i. The Borrower makes the following waiver knowingly, voluntarily, and
intentionally, and understands that the Agent and the Banks, in
entering into this Forbearance Agreement, is relying thereon. THE
BORROWER AND EACH GUARANTOR, TO THE EXTENT OTHERWISE ENTITLED THERETO,
HEREBY IRREVOCABLY WAIVES ANY PRESENT OR FUTURE RIGHT OF THE BORROWER
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OR ANY SUCH GUARANTOR TO A JURY IN ANY TRIAL OF ANY CASE OR
CONTROVERSY IN WHICH THE AGENT OR ANY BANK IS OR BECOMES A PARTY
(WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE AGENT
OR ANY BANK OR IN WHICH THE AGENT OR ANY BANK IS JOINED AS A PARTY
LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT
OF, ANY RELATIONSHIP BETWEEN THE BORROWER, ANY GUARANTOR OR ANY SUCH
PERSON AND THE AGENT OR ANY BANK.
j. The Borrower and each Guarantor shall execute such instruments and
documents as the Agent and the Banks may from time to time request in
connection with the Loan Agreement and the other Loan Documents, this
Agreement and the arrangements contemplated hereby.
It is intended that this Agreement take effect as a sealed instrument.
NUTRAMAX PRODUCTS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Executive VP and COO
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NUTRAMAX HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Executive VP and COO
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NUTRAMAX HOLDINGS II, INC.
By: /s/ Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Executive VP and COO
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OPTOPICS LABORATORIES CORP.
By: /s/ Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Executive VP and COO
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FAIRTON REALTY HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Executive VP and COO
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ORAL CARE, INC.
By: /s/ Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Executive VP and COO
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POWERS PHARMACEUTICAL CORP.
By: /s/ Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Executive VP and COO
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XXXXXXXX REALTY, INC.
By: /s/ Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Executive VP and COO
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CERTIFIED CORP.
By: /s/ Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Executive VP and COO
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FIRST AID PRODUCTS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Executive VP and COO
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ADHESIVE COATINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Executive VP and COO
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ELMWOOD PARK REALTY, INC.
By: /s/ Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Executive VP and COO
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F.A. PRODUCTS, L.P.
By: First Aid Products, Inc., its General Partner
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By: /s/ Xxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxx
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Title: Executive VP and COO
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AGREED AND ACCEPTED BY
BANKBOSTON, N.A.
By: /s/ Xxxxxx X. Xxxxx
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Print Name: Xxxxxx X. Xxxxx
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Title: Authorized signer
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NATIONAL BANK OF CANADA
By: /s/ Xxxxxx X. Xxxxx, Xx.
----------------------------
Print Name: Xxxxxx X. Xxxxx, Xx.
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Title: Vice President
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By: /s/ XxxxXxx Xxxxxx
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Print Name: XxxxXxx Xxxxxx
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Title: Group Vice President
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FLEET NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxx
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Print Name: Xxxxxx X. Xxxxx
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Title: Vice President
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THE SUMITOMO BANK LIMITED
By: /s/ Xxxxxx X. Tata
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Print Name: Xxxxxx X. Tata
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Title: Senior Vice President
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SENIOR DEBT PORTFOLIO
By: /s/ Xxxxx X. Page
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Print Name: Xxxxx X. Page
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Title: Vice President
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BANKBOSTON, N.A., AS AGENT
By: /s/ Xxxxxx X. Xxxxx
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Print Name: Xxxxxx X. Xxxxx
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Title: Authorized signer
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By: /s/ Xxxxxxx X'Xxxxx
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Print Name: Xxxxxxx X'Xxxxx
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Title: Authorized signer
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