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EXHIBIT 10.3.1.a
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SECOND WAIVER EXTENSION AGREEMENT AND AMENDMENT NO. 4
SECOND WAIVER EXTENSION AGREEMENT AND AMENDMENT NO. 4 (this "WAIVER AND
AMENDMENT"), dated as of March 26, 1999, to the Credit Agreement, dated as of
March 8, 1996, by and among Telxon Corporation (the "BORROWER"), the Lenders
party thereto, and The Bank of New York, as Issuer, Swing Line Lender and Agent
(as heretofore amended, the "AGREEMENT").
RECITALS
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I. italized terms used herein which are not otherwise defined herein shall have
the respective meanings ascribed thereto in the Agreement.
II. The Borrower, the Agent and the Lenders have heretofore entered into a
Waiver and Agreement, dated as of December 29, 1998 (the "ORIGINAL WAIVER") and
a Waiver Extension and Agreement, dated as of February 12, 1999 (the "ORIGINAL
WAIVER EXTENSION"), with respect to certain matters relating to the compliance
by the Borrower with certain provisions of the Agreement.
III. The Borrower has requested that the Agent and the Lenders agree to a
further waiver of compliance by the Borrower with certain provisions of the
Agreement, including an extension of the waiver granted in the Original Waiver
as extended by the Original Waiver Extension, upon the terms and conditions
contained herein.
IV. In addition, the Borrower has requested that the Agent, the Lenders, the
Issuer and the Swing Line Lender agree to amend the Agreement upon the terms and
conditions contained herein, and the Agent, the Lenders, the Issuer and the
Swing Line Lender are willing so to agree.
Accordingly, in consideration of the Recitals and the covenants and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Borrower, the
Agent, the Issuer and the Swing Line Lender hereby agree as follows:
1. WAIVERS. Subject to satisfaction of the conditions to effectiveness
set forth in Section 4 below:
(i) The Required Lenders hereby agree that the Waiver Period
(as defined in Section 1 of the Original Waiver) shall not expire as of
the time provided in the Original Waiver Extension but shall be
extended and remain in effect for the period (the "EXTENDED WAIVER
PERIOD") from the Effective Date (as defined in Section 4 hereof)
through June 29, 1999.
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(ii) The Required Lenders hereby waive, for and during the
Extended Waiver Period, compliance by the Borrower with the provisions
of Sections 7.11 (Leverage Ratio), 7.12 (Tangible Net Worth), 7.13
(Fixed Charge Coverage Ratio) and 7.15 (Current Ratio) of the Agreement
and any Defaults or Events of Default under any of said Sections 7.11,
7.12, 7.13 and 7.15 currently existing in respect of the fiscal
quarters of the Borrower ended September 30, 1998 and December 31, 1998
and as may exist for the fiscal quarter of the Borrower ended March 31,
1999 and any other Defaults or Events of Default existing as of the
Effective Date or arising during the Extended Waiver Period and which
arose solely by reason of (a) the restatement of the Borrower's
financial statements for any period prior to the September 30, 1998
quarter (any Defaults or Events of Defaults relating to the restatement
of the Borrower's financial statements for the September 30, 1998
quarter, including the effects thereof on the Borrower's financial
statements for the December 31, 1998 quarter and the March 31, 1999
quarter, being waived as provided in the Original Waiver, as extended
by the Original Waiver Extension and this Waiver and Amendment), (b)
the Borrower's financial results for the December 31, 1998 quarter and
the March 31, 1999 quarter as reflected in the Borrower's financial
statement for such periods, and/or (c) any ratios or other computations
or certifications required to be made, maintained or provided under the
Agreement or any other Loan Document (as used in this Waiver and
Amendment, such term shall include, in addition to the documents
specified in the definition thereof in the Agreement, the Original
Waiver and the Original Waiver Extension) based upon or in respect of
any of the financial statements referenced in the immediately foregoing
clauses (a) and (b).
(iii) The Required Lenders hereby waive, for and during the
Extended Waiver Period, compliance by the Borrower with the due dates
established in Sections 7.7(c) and 7.7(d) for the delivery of quarterly
financial statements and the associated Compliance Certificate and any
Defaults or Events of Default under Section 7.7 currently existing in
respect of the fiscal quarters of the Borrower ended September 30, 1998
and December 31, 1998 and any other Defaults or Events of Default
existing as of the Effective Date or arising during the Extended Waiver
Period and which arose solely with respect to any financial statements
and/or certifications or other similar documents based thereon or
relating thereto required to be provided by the Borrower under the
Agreement or any other Loan
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Document in respect of the fiscal quarter ended December 31, 1998 or
any prior period.
Unless otherwise agreed to by the Required Lenders in writing, upon the
expiration of the Extended Waiver Period, the waivers provided for herein shall
be of no further force or effect, and unless as of that time the Borrower is
then in compliance with all of the provisions of the Agreement compliance with
which is waived in the Original Waiver, the Original Waiver Extension and in
this Waiver and Amendment, an Event of Default shall exist, and the Lenders may
exercise any and all rights and remedies available to any of them under
Agreement, the other Loan Documents of applicable law.
2. AMENDMENTS TO AGREEMENT. Subject to satisfaction of the conditions
to effectiveness set forth in Section 4 below, the Agreement is hereby amended
as follows:
(a) The definition of the term "Collateral" set forth in
Section 1.1 is hereby amended in its entirety to read as follows:
"COLLATERAL": the assets and property in which a
security interest is granted under the Security
Agreement, the Subsidiary Security Agreement, the Pledge
Agreements, the Patent and Trademark Security Agreement
and the Deed of Trust.
(b) The definition of the term "Disposition" set forth in
Section 1.1 is hereby amended by inserting the following sentence at the end
thereof:
"As used herein, the term "Disposition" shall be deemed
to include the transactions described on Schedules
8.3(j)(i), (ii) and (iii) hereto."
(c) The definition of the term "Loan Documents" set forth in
Section 1.1 is hereby amended by inserting the following words immediately
following the words "the Security Agreement" appearing therein:
", the Subsidiary Security Agreement, the Pledge
Agreements, the Patent and Trademark Security Agreement,
the Deed of Trust"
(d) The definition of the term "Texas PP&E" set forth in
Section 1.1 is hereby amended in its entirety to read as follows:
"TEXAS PP&E": all property, plant and equipment of the
Borrower located at its manufacturing facility and
national service center in Houston, Texas.
(e) Section 1.1 is hereby amended by inserting the following
new defined terms in appropriate alphabetical order:
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"DEED OF TRUST": as defined in Section 4(vii) of the
Second Waiver.
"NET CASH PROCEEDS": means, with respect to any
Disposition, the aggregate amount of cash received by or
on behalf of the Person making the Disposition in
connection with such transaction after deducting
therefrom only (a) reasonable and customary brokerage
commissions, legal fees, and other similar fees and
commissions, (b) the amount of taxes payable in
connection with or as a result of such transaction and
(c) the amount of any Indebtedness (other than the
Obligations) secured by a Lien on such asset that, by
the terms of such transaction, is required to be repaid
upon such disposition, in each case to the extent, but
only to the extent, that the amounts so deducted are, at
the time of receipt of such cash, actually paid to a
Person that is not an Affiliate and are properly
attributable to such transaction or to the asset that is
the subject thereof.
"PATENT AND TRADEMARK SECURITY AGREEMENT": as defined in
Section 4(v) of the Second Waiver.
"PLEDGE AGREEMENTS": as defined in Section 4(iv) of the
Second Waiver.
"SECOND WAIVER": shall mean the Second Waiver Extension
Agreement and Amendment No. 4, dated as of March 26,
1999, to this Agreement.
"SECURITY DOCUMENTS": shall mean the Security Agreement,
the Subsidiary Security Agreement, the Pledge
Agreements, the Patent and Trademark Security Agreement
and the Deed of Trust.
"SUBSIDIARY SECURITY AGREEMENT": as defined in Section
4(iii) of the Second Waiver.
(f) Section 2.9 is hereby amended by redesignating subsection (e)
thereof as subsection (f), and by inserting the following new subsection (e)
immediately following subsection (d):
"(e) MANDATORY PREPAYMENTS AND COMMITMENT REDUCTIONS
RELATING TO DISPOSITIONS. Notwithstanding anything
contained herein to the contrary, the Aggregate
Revolving Commitment Amount shall be permanently
reduced and the Borrower shall prepay the aggregate
unpaid principal amount of the Revolving Loans upon
its receipt by the Borrower or any Guarantor of the
proceeds of any Disposition listed on Schedule
8.3(j)(i), (ii) or (iii), by an amount equal to (x)
25% of up to $10,000,000 of the Net Cash Proceeds
with respect to a Disposition relating to the asset
set forth on Schedule 8.3(j)(i), (y) 50% of the Net
Cash Proceeds in excess of $10,000,000 with respect
to a
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Disposition relating to the asset set forth on
Schedule 8.3(j)(i) and (z) 50% of the Net Cash
Proceeds with respect to any other Disposition listed
on Schedule 8.3(j)(ii) or (iii), it being understood
and agreed that the Borrower shall be permitted to
retain the balance thereof for working capital
purposes.
(g) Article 3 is hereby amended by inserting the following new
Section 3.14 at the end thereof:
"3.14 CONSENT FEE. Upon the occurrence of the
Effective Date of the Second Waiver, the Borrower
agrees to pay to the Agent for the pro rata account
of each Lender that has executed a counterpart of the
Second Waiver on or prior to its Effective Date, a
consent fee equal to .50% of such Lender's Revolving
Commitment Amount (after giving effect only to the
reduction in the Aggregate Revolving Commitment
Amount referred to in Section 4(x) of the Second
Waiver), which fee shall be due and payable (x) on
the Effective Date of the Second Waiver in an amount
equal to .35% of each such Lender's Revolving
Commitment Amount (as of the Effective Date of the
Second Waiver) and (y) on June 1, 1999 in an amount
equal to .15% of each such Lender's Revolving
Commitment Amount (as of the Effective Date of the
Second Waiver) if the Borrower shall not have
delivered to the Agent, on or before such date, a
binding written commitment letter for the refinancing
in whole of the Obligations, on terms reasonably
acceptable to the Agent and the Required Lenders,
PROVIDED, that should such commitment letter be
terminated, the balance of the consent fee shall be
payable at the time of such termination."
(h) Article 4 is hereby amended by inserting the following new
Section 4.18 and 4.19 at the end thereof:
"4.18 DESIGNATED SENIOR INDEBTEDNESS. The Obligations
constitute "Designated Senior Indebtedness" under,
and as such term is defined and used in that certain
Indenture, dated as of December 1, 1995 pursuant to
which the Existing Subordinated Notes were issued.
4.19 COPYRIGHTS. Neither the Borrower nor any of its
Subsidiaries own any material copyrights of the
United States, or any other country (including,
without limitation, applications or registrations)
which have been recorded in the United States
Copyright Office or in any similar office or agency
of the United States, any State thereof, or any other
country or political subdivision thereof."
(i) Article 7 is hereby amended by inserting the following new
Section 7.17 at the end thereof:
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"7.17 PHASE I REPORT. Cooperate fully with the
consultant retained by the Agent to provide it with a
Phase I environmental report with respect to the
Texas PP&E (the cost of which shall be borne by the
Borrower).
(j) Subsection (p) of Section 8.2 is hereby amended by
deleting the word "Agreement" appearing therein and inserting in lieu thereof
the words "Documents".
(k) Section 8.3 is hereby amended by deleting the word "and"
immediately prior to clause (i) thereof, and by inserting the following new
clause (j) at the end thereof:
"and (j) notwithstanding anything to the contrary set
forth above, Dispositions set forth on Schedules
8.3(j)(i), (ii) and (iii) on terms acceptable to the
Agent and the Required Lenders (other than the
Disposition listed on Schedule 8.3(j)(iii) as to
which the Borrower shall provide the Agent and the
Lenders reasonable notice of any such Disposition),
provided that the Net Cash Proceeds thereof that are
payable to the Borrower or any Guarantor are
simultaneously therewith applied to the Revolving
Loans as required pursuant to Section 2.9(e)."
(l) The Schedules to the Agreement are hereby amended by
adding new Schedules 8.3(j)(i), 8.3(j)(ii) and 8.3(j)(iii) in the form annexed
hereto as Schedules 8.3(j)(i), 8.3(j)(ii) and 8.3(j)(iii).
(m) Section 9.1(o) is hereby amended in its entirety to read
as follows:
"(o) Any Security Document shall cease to be valid
and enforceable (except as otherwise specifically
provided therein), an "Event of Default" shall have
occurred under, and as defined in, any Security
Document or any Lien granted to the Agent thereunder
shall cease to be a first priority, perfected
security interest; or"
3. AGREEMENTS BY THE BORROWER. Anything in the Agreement to the
contrary notwithstanding, in consideration of the waivers and amendments set
forth above, the Borrower hereby agrees as follows during the Extended Waiver
Period:
(i) The obligations of the Borrower under Section 2 of the
Original Waiver, except as the same has been modified by Original
Waiver Extension and as may be modified by the terms of this Waiver and
Amendment, shall not be limited to the Waiver Period but shall, as so
modified, continue to be performed and observed by the Borrower for and
during the Extended Waiver Period.
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(ii) Notwithstanding that on the Effective Date of the Second
Waiver the Aggregate Revolving Commitment Amount (after giving
effect to its reduction pursuant to Section 4(x) of the Second
Waiver) is $60,000,000, unless otherwise agreed to by the
Required Lenders (in the exercise of their respective sole
discretion) in writing, the Borrower agrees that the Aggregate
Revolving Credit Exposure shall not at any time exceed the
lesser of (x) $55,000,000 and (y) the sum of (I) the Eligible
Accounts Receivable MINUS $8,000,000, multiplied by 85% PLUS
(II) 25% of the Eligible Inventory, PROVIDED that the
$55,000,000 amount set forth in clause (x) above shall be
reduced at the time of and on a dollar-for-dollar basis by the
amount of any prepayment of the Revolving Loans and reduction
of the Aggregate Revolving Commitment Amount required pursuant
to Section 2.9(e) of the Agreement and that the Borrower will
not request any new Loans or the issuance of any new Letters
of Credit under the Agreement in violation hereof.
The Borrower agrees that any violation of its agreements set
forth above shall constitute a Default under the Agreement.
4. EFFECTIVE DATE. Paragraph 1, 2 and 3 of this Waiver and Amendment
shall not be effective until such date (the "EFFECTIVE DATE") as each of the
following conditions shall have been satisfied:
(i) COUNTERPARTS. The Agent shall have received counterparts
of this Waiver and Amendment executed by the Borrower, the Issuer, the
Swing Line Lender, the Required Lenders and the Guarantors.
(ii) AMENDMENT AND RESTATEMENT OF THE SECURITY AGREEMENT. The
Borrower shall have executed and delivered to the Agent an Amendment
and Restatement of the Security Agreement, in form and substance
satisfactory to the Agent, pursuant to which the Borrower shall have
granted to the Agent additional liens and security interests on
substantially all of the Borrower's assets.
(iii) SUBSIDIARY SECURITY AGREEMENT. TLXITX Corporation,
Teletransaction, Inc., PTC Airco, Inc., Meta Holding Corporation,
PenRight! Corporation, The Retail Technology Group, Inc., Telxon
Trading Co., Inc., Telxon Products, Inc., and Telxon International
Procurement Services, Inc. shall have executed and delivered to the
Agent a Subsidiary Security Agreement, in form and substance
satisfactory to the Agent (as the same may be amended,
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modified or otherwise supplemented from time to time, the "SUBSIDIARY
SECURITY AGREEMENT").
(iv) PLEDGE AGREEMENTS. The Borrower and Meta Holding
Corporation shall have executed and delivered to the Agent Pledge
Agreements, in form and substance satisfactory to the Agent (as the
same may be amended, modified or otherwise supplemented from time to
time, the "PLEDGE AGREEMENTS").
(v) PATENT AND TRADEMARK SECURITY AGREEMENT. The Borrower,
TLXITX Corporation, and PenRight! Corporation and any other Domestic
Subsidiary owning Intellectual Property shall have executed and
delivered to the Agent a Patent and Trademark Security Agreement, in
form and substance satisfactory to the Agent (as the same may be
amended, modified or otherwise supplemented from time to time, the
"PATENT AND TRADEMARK SECURITY AGREEMENT").
(vi) SUBSIDIARY GUARANTEE SUPPLEMENT. TLXITX Corporation,
PenRight! Corporation, The Retail Technology Group, Inc., Telxon
Trading Co., Inc., Telxon Products, Inc., and Telxon International
Procurement Services, Inc. shall have executed and delivered to the
Agent a Supplement to the Subsidiary Guarantee in form and substance
satisfactory to the Agent.
(vii) DEED OF TRUST. The Borrower shall have executed and
delivered to the Agent a Deed of Trust, in form and substance
satisfactory to the Agent (as the same may be amended, modified or
otherwise supplemented from time to time, the "DEED OF TRUST") on the
Texas PP&E.
(viii) OPINION OF COUNSEL. The Agent shall have received an
opinion of special counsel to the Borrower and the Subsidiaries, in
form and substance satisfactory to the Agent.
(ix) UCCS; PLEDGED SHARES. The Borrower, TLXITX Corporation,
Teletransaction, Inc., PTC Airco, Inc., Meta Holding Corporation,
PenRight! Corporation, The Retail Technology Group, Inc., Telxon
Trading Co., Inc., Telxon Products, Inc., and Telxon International
Procurement Services, Inc. shall have delivered to the Agent such UCC
Financing Statements, share certificates and blank stock powers
executed by the Borrower and Meta Holding Corporation and all other
documents and certificates which may be required to be filed in any
public office in order to perfect the security
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interest in the Collateral, and such other documents and instruments as
shall be reasonably requested by the Agent in order to perfect the
security interest in the Collateral.
(x) COMMITMENT REDUCTION. The Borrower shall have reduced
the Aggregate Revolving Commitment Amount to $60,000,000 pursuant to
Section 2.7 of the Agreement.
(xi) FEES AND DISBURSEMENTS. The Borrower shall have paid the
reasonable fees and disbursements of Xxxxxx, Xxxxx & Xxxxxxx LLP,
Special Counsel to the Agent, which shall have accrued up to, and
properly invoiced to the Borrower no later than, the Effective Date.
(xii) NO DEFAULT; REPRESENTATIONS AND WARRANTIES. On and as of
the Effective Date after giving effect to the Original Waiver, the
Original Waiver Extension and this Waiver and Amendment, there shall
exist no Default or Event of Default, and all of the representations
and warranties of the Loan Parties contained in the Loan Documents (in
the case of the affirmation of representations and warranties in
Section 4(c) of each of the Original Waiver and the Original Waiver
Extension, after giving effect to this Waiver and Amendment in addition
to the Original Waiver and the Original Waiver Extension as there
recited) shall be true and correct with the same effect as though such
representations and warranties had been made on the Effective Date.
(xiii) BANK ONE CONSENT. Bank One shall have consented to the
waivers, amendments and agreements contemplated hereby with respect to
the Bank One Credit Line.
(xiv) CONSENT FEE. The Borrower shall have paid to the Agent
for the pro rata account of each Lender entitled thereto that portion
of the consent fee that is required to be paid to such Lenders on the
Effective Date pursuant to Section 3.14 of the Agreement.
5. AFFIRMATION; RELEASE. (i) On each of the date hereof and the
Effective Date, the Borrower hereby (a) reaffirms and admits the validity and
(subject to the terms of the Original Waiver, the Original Waiver Extension and
this Waiver and Amendment) enforceability of the Loan Documents and all of its
obligations thereunder, (b) agrees and admits that it has no defenses to or
offsets or counterclaims against any such obligations, and (c) represents and
warrants that after giving effect hereto and to the Original Waiver and the
Original Waiver Extension (as modified hereby), no Default or Event of Default
has occurred and is continuing, and that each of the
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representations and warranties made by it in the Agreement is true and
correct with the same effect as though such representation and warranty
had been made on such date.
(ii) The Borrower and each Guarantor hereby release the Agent,
the Lenders, the Issuer and the Swing Line Lender and each of their respective
directors, officers, employees, attorneys, agents, advisors, attorneys-in-fact,
experts and Affiliates (collectively the "LENDER GROUP"), from and against any
and all costs and expenses, losses, settlements, claims, causes of action,
debts, liabilities, obligations, damages, actions, judgments, proceedings of any
kind or nature whatsoever, known or unknown, contingent or otherwise which may
be imposed on, incurred by or asserted against any of them in any way relating
to or arising out of or with respect to this Waiver and Amendment, the Agreement
or the other Loan Documents, and/or any actions taken or omitted to be taken by
the Lender Group on or prior to the Effective Date with respect thereto (except
to the extent that any of the foregoing arises solely from the gross negligence
or willful misconduct of the party which would be so released as determined by a
final order or judgment of a court of competent jurisdiction), and the Borrower
and each Guarantor hereby agree to hold the Lender Group harmless from and
against any and all costs and expenses, losses, settlements, claims, causes of
action, debts, liabilities, obligations, damages, actions, judgments,
proceedings of any kind or nature whatsoever, known or unknown, contingent or
otherwise which may be imposed on, incurred by or asserted against any of them
with respect thereto.
6. WAIVERS AND AMENDMENTS LIMITED. In all other respects, the Loan
Documents shall remain in full force and effect, and no waiver or amendment in
respect of any term or condition of any Loan Document contained herein shall be
deemed to be a waiver or amendment in respect of any other term or condition
contained in any Loan Document.
7. COUNTERPARTS. This Waiver and Amendment may be executed in any
number of counterparts all of which, taken together shall constitute one waiver.
In making proof of this Waiver and Amendment, it shall only be necessary to
produce the counterpart executed and delivered by the party to be charged.
8. GOVERNING LAW. THIS WAIVER AND AMENDMENT IS BEING EXECUTED AND
DELIVERED IN, AND IS INTENDED TO BE PERFORMED IN, THE STATE OF NEW YORK AND
SHALL BE CONSTRUED AND ENFORCEABLE IN ACCORDANCE WITH, AND BE GOVERNED BY, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT
OF LAWS.
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AS EVIDENCE of the agreement by the parties hereto to the
terms and conditions herein contained, each such party has caused this Waiver
and Amendment to be executed on its behalf.
TELXON CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK, in its capacity as a
Lender, as the Issuer, as the Swing Line
Lender and as the Agent
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
Each of the following Lenders consents to
the execution and delivery of this Waiver
and Amendment by the Agent, hereby
directs the Agent to so execute and
deliver this Waiver and Amendment and
agrees to all of the terms and conditions
hereof:
BANK ONE, N.A.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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COMERICA BANK
By: /s/ Xxxxxxx X. Judge
Name: Xxxxxxx X. Judge
Title: Vice President
THE HUNTINGTON NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
PNC BANK, N.A.
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President
SOCIETE GENERALE
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Director
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Joint General Manager
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Each of the Guarantors acknowledges the execution and delivery of this Waiver
and Amendment by the Borrower and the Agent and by signing below, indicates its
reaffirmation of the Guarantor Obligations (as such term is defined in the
Subsidiary Guaranty) and its joinder in the release contained in Section 5(ii)
of this Waiver and Amendment.
PTC AIRCO, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
META HOLDING CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
TELETRANSACTION, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
TLXITX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
PENRIGHT! CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
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THE RETAIL TECHNOLOGY GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
TELXON TRADING CO., INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
TELXON PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
TELXON INTERNATIONAL PROCUREMENT SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
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