Exhibit 10.2
CONSENT, WAIVER AND FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS CONSENT, WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "First Amendment"), dated as of June 26, 1998, is entered into
among COMPUCOM SYSTEMS, INC., a Delaware corporation (the "Borrower"), COMPUCOM
PROPERTIES, INC., a Delaware corporation ("Properties"), COMPUTER INTEGRATION
CORP., a Delaware corporation ("CIC") (Properties and CIC being sometimes
collectively referred to herein as the "Guarantors"), the lenders listed on the
signature pages hereof (the "Lenders"), and NATIONSBANK, N.A., successor by
merger to NationsBank of Texas, N.A., as Administrative Lender for the Lenders
(in said capacity, the "Administrative Lender").
BACKGROUND
A. The Borrower, the Lenders and the Administrative Lender heretofore
entered into a certain Amended and Restated Credit Agreement, dated as of
November 3, 1997 (the "Credit Agreement"; the terms defined in the Credit
Agreement and not otherwise defined herein shall be used herein as defined in
the Credit Agreement).
B. The Guarantors have heretofore executed and delivered certain Loan
Documents pursuant to which the Guarantors have guaranteed the indebtedness and
obligations of the Borrower under, or in connection with, the Credit Agreement
and pursuant to which the Guarantors have granted certain Liens to the
Administrative Lender as security for such indebtedness and obligations.
C. The Borrower has advised the Administrative Lender and the Lenders
that the Borrower has entered into a certain Agreement and Plan of Merger, dated
as of April 10, 1998, among the Borrower, CompuCom Acquisition Corp., a Florida
corporation and a wholly-owned subsidiary of the Borrower (the "Acquisition
Subsidiary") and Dataflex Corporation, a Florida corporation ("Dataflex") (such
Agreement and Plan of Merger, together with the documents executed in connection
therewith or in connection with the consummation of the transactions
contemplated thereby, being collectively referred to herein as the "Dataflex
Acquisition Documents"), pursuant to which (i) the Borrower, through the
Acquisition Subsidiary, will acquire all of the issued and outstanding shares of
the common stock, other outstanding securities and other indicia of ownership of
Dataflex (or same will otherwise be terminated, retired or relinquished) and the
Borrower will pay certain other costs and expenses associated with such
transactions, for an aggregate amount not to exceed $25,000,000, (ii) the
Borrower will repay certain existing indebtedness of Dataflex in an aggregate
amount not to exceed $17,500,000 and (iii) Dataflex will merge with the
Acquisition Subsidiary, with Dataflex being the surviving entity and a
wholly-owned subsidiary of the Borrower.
D. The Borrower and the Guarantors have requested that the
Administrative Lender and the Lenders waive the Event of Default that would
otherwise exist under clause (v) of Section 7.6 of the Credit Agreement by
virtue of the consummation of the transactions contemplated by the Dataflex
Acquisition Documents and that the Administrative Lender and the Lenders waive
certain other requirements under the Credit Agreement in connection therewith,
all as more fully described herein, and, subject to the terms, conditions and
limitations set forth herein, the Administrative Lender and the Lenders are
prepared to do so. The Borrower, the Guarantors, the Lenders and the
Administrative Lender also desire to amend the Credit Agreement in certain
respects.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower, the
Guarantors, the Lenders and the Administrative Lender covenant and agree as
follows:
1. AMENDMENTS.
1.1 Article I of the Credit Agreement is hereby amended by
adding thereto the following additional defined terms:
"`Borrower's Corporate Headquarters' means the building
located at 0000 Xxxxxx Xxxx in Dallas, Texas, together with
the land upon which such building is located and the other
improvements located on such land."
"`CIC' means Computer Integration Corp., a Delaware
corporation and a wholly-owned Subsidiary of the Borrower."
"`First Amendment' means that certain Consent, Waiver and
First Amendment to Amended and Restated Credit Agreement,
dated as of June 26, 1998, among the Borrower, Properties,
CIC, the Administrative Lender and the Lenders."
"`First Amendment Initial Pricing Period' means the period
from and including the effective date of the First Amendment
to and including the First Amendment Rate Adjustment Date."
"`First Amendment Rate Adjustment Date' means the date which
is two Business Days following the date that the Lenders
receive the financial statements for the fiscal quarter ended
September 30, 1998, required to be delivered pursuant to
Section 6.1 or 6.2 hereof, together with the Compliance
Certificate in connection therewith, required to be delivered
pursuant to Section 6.3 hereof."
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"`Properties' means CompuCom Properties, Inc., a Delaware
corporation and a wholly-owned Subsidiary of the Borrower."
"`Replacement Facility A Notes' means the promissory notes of
the Borrower evidencing Facility A Advances hereunder,
substantially in the form of Exhibit A hereto, together with
any extensions, renewals or amendments thereof, or
substitutions therefor, which Replacement Facility A Notes
constitute renewals, extensions, modifications and increases
of and to the Facility A Notes and the indebtedness evidenced
thereby."
"`Replacement Facility B Notes' means the promissory notes of
the Borrower evidencing Facility B Advances hereunder,
substantially in the form of Exhibit B hereto, together with
any extensions, renewals or amendments thereof, or
substitutions therefor, which Replacement Facility B Notes
constitute renewals, extensions and modifications of and to
the Facility B Notes and the indebtedness evidenced thereby."
"`Replacement Notes' means, collectively, the Replacement
Facility A Notes and the Replacement Facility B Notes."
1.2 The definition of "Applicable LIBOR Rate Margin" set forth
in Article I of the Credit Agreement is hereby amended to read as
follows:
"`Applicable LIBOR Rate Margin'" means the following per annum
percentages, applicable in the following situations:
(a) First Amendment Initial Pricing Period 0.875%
(b) Subsequent Pricing Period
(1) The Fixed Charge Coverage Ratio is greater than or equal 0.625%
to 2.50 to 1.00
(2) The Fixed Charge Coverage Ratio is less than 2.50 to 1.00 0.750%
but greater than or equal to 2.00 to 1.00
(3) The Fixed Charge Coverage Ratio is less than 2.00 to 1.00 0.875%
but greater than or equal to 1.50 to 1.00
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(4) The Fixed Charge Coverage Ratio is less than 1.50 to 1.00 1.125%
The Applicable Margin payable by the Borrower on the LIBOR Advances outstanding
hereunder shall be subject to reduction or increase, as applicable and as set
forth in the table above, on a quarterly basis according to the performance of
the Borrower as tested by using the Fixed Charge Coverage Ratio calculated as of
the end of each fiscal quarter during the Subsequent Pricing Period; provided,
that each adjustment in the LIBOR Basis shall be effective with respect to LIBOR
Advances (i) made following receipt by the Administrative Lender of the
financial statements required to be delivered pursuant to Section 6.1 or 6.2
hereof, as applicable, for each such fiscal quarter, and the corresponding
Compliance Certificate required pursuant to Section 6.3 hereof, on the date of
making such LIBOR Advance and (ii) outstanding on the date of receipt of such
financial statements and Compliance Certificate referred to in clause (i)
immediately preceding, on the date which is two Business Days following the date
of receipt of such financial statements and Compliance Certificate. If such
financial statements and Compliance Certificate are not received by the
Administrative Lender by the date required, effective as of the first Business
Day following notification thereof from the Administrative Lender to the
Borrower, the Applicable LIBOR Rate Margin shall be determined as if the Fixed
Charge Coverage Ratio is less than 1.50 to 1.00 until such time as such
financial statements and Compliance Certificate are received."
1.3 The definition of "EBITDA" set forth in Article I of the
Credit Agreement is hereby amended to read as follows:
"`EBITDA' means, for any period, determined in accordance with
GAAP on a consolidated basis for the Borrower and its
Subsidiaries, the sum of (a) EBIT plus (b) depreciation and
amortization (other than amortization of service parts), to
the extent that such depreciation and amortization are
included in determining EBIT."
1.4 The definition of "Facility A Commitment" set forth in
Article I of the Credit Agreement is hereby amended to read as follows:
"`Facility A Commitment' means $165,000,000, as reduced
pursuant to Section 2.6 hereof."
1.5 The definition of "Fixed Charges" set forth in Article I
of the Credit Agreement is hereby amended to read as follows:
"`Fixed Charges' means, for any date of calculation,
calculated for Borrower and its Subsidiaries on a consolidated
basis, the sum of, without duplication, (a) the greater of (i)
Current Maturities and
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(ii) 10% of Funded Debt, plus (b) interest expense (including
interest expense pursuant to Capitalized Lease Obligations);
provided, however, that (x) for purposes of calculating Fixed
Charges for the quarter ending September 30, 1998, 2.50% of
Funded Debt shall be utilized in the foregoing calculation,
(y) for purposes of calculating Fixed Charges for the quarter
ending December 31, 1998, 5.0% of Funded Debt shall be
utilized in the foregoing calculation and (z) for purposes of
calculating Fixed Charges for the quarter ending March 31,
1999, 7.50% of Funded Debt shall be utilized in the foregoing
calculation."
1.6 The definition of "Fixed Charge Coverage Ratio" set forth
in Article I of the Credit Agreement is hereby amended to read as
follows:
"`Fixed Charge Coverage Ratio' means the ratio of EBITDA to
Fixed Charges, calculated for the four consecutive fiscal
quarters immediately preceding the date of calculation;
provided, however, that for each of the three consecutive
fiscal quarters beginning with the fiscal quarter ending
September 30, 1998, the Fixed Charge Coverage Ratio shall mean
the ratio of EBITDA to Fixed Charges, calculated for the
actual fiscal quarter(s) that have ended since September 29,
1998 and prior to the date of calculation."
1.7 The definition of "Notes" set forth in Article I of the
Credit Agreement is hereby amended to read as follows:
"`Notes' means, collectively, the Facility A Notes, the
Facility B Notes, the Swing Line Note and the Replacement
Notes."
1.8 The definition of "Specified Percentage" set forth in
Article I of the Credit Agreement is hereby amended to read as follows:
"`Specified Percentage' means, as to any Lender, the
percentage indicated beside its name on the signature pages to
the First Amendment, or if applicable, specified in its most
recent Assignment Agreement."
1.9 The definition of "Subsequent Pricing Period" set forth in
Article I of the Credit Agreement is hereby amended to read as follows:
"`Subsequent Pricing Period' means the period from and
including the date which is the first day following the end
of the First
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Amendment Initial Pricing Period to and including the
Maturity Date."
1.10 Section 7.1 of the Credit Agreement is hereby amended by
adding a new clause (o) thereto reading as follows:
"(o) Subordinated Debt, not to exceed $150,000,000 in the
aggregate principal amount outstanding at any time."
1.11 Section 7.13 of the Credit Agreement is hereby deleted in
its entirety and the following is hereby substituted in lieu thereof:
"Section 7.13 Minimum Tangible Net Worth. The Borrower shall
not permit the Tangible Net Worth to be less than an amount
equal to the sum of (a) $135,000,000, plus (b) 75% of
cumulative Net Income for the period from, but not including,
March 31, 1998 through the date of calculation (but excluding
from the calculation of such cumulative Net Income the effect,
if any, of any fiscal quarter (or portion of a fiscal quarter
not then ended) of the Borrower for which Net Income was a
negative number, plus (c) 75% of the Net Cash Proceeds
received by the Borrower as a result of any offering of Equity
or pursuant to any conversion or exchange of convertible
Indebtedness or preferred Capital Stock into common Capital
Stock of the Borrower, plus (d) an amount equal to the net
worth of any Person that becomes a Subsidiary of the Borrower
or is merged into or consolidated with the Borrower or any
Subsidiary of the Borrower or substantially all of the assets
of which are acquired by the Borrower or any Subsidiary of the
Borrower to the extent the purchase price paid therefor is
paid in equity securities of the Borrower or any Subsidiary of
the Borrower."
1.12 Notwithstanding anything to the contrary contained in the
Credit Agreement or any of the other Loan Documents, subject to the
fulfillment of the following conditions precedent to the satisfaction
of the Administrative Lender, the Borrower may enter into any
transaction, or series of transactions, pursuant to which the Borrower
may sell the Borrower's Corporate Headquarters and contemporaneously
therewith leaseback the Borrower's Corporate Headquarters from the
purchaser thereof:
(a) no Default or Event of Default shall exist
immediately prior to, or after giving effect to, any
of such transaction(s);
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(b) contemporaneously with the consummation of such
transaction(s), in addition to any and all other
payments and/or prepayments that may be required by
the Credit Agreement and/or the other Loan Documents,
all of the Replacement Facility B Notes, together
with any and all accrued and unpaid interest thereon,
any and all costs and expenses of the Administrative
Lender and/or the Lenders relating thereto and any
and all other Obligations relating thereto shall have
been paid in full; and
(c) the documentation and other aspects of such
transaction(s) shall be reasonably acceptable to the
Administrative Lender.
1.13 The Replacement Notes constitute renewals, extensions,
amendments, increases (with respect to the Replacement Facility A Notes
only) and restatement of the outstanding principal balances under the
Facility A Notes and the Facility B Notes held by the Lenders, and are
not a novation of the Obligations evidenced thereby. On the effective
date of this First Amendment, the Facility A Notes and the Facility B
Notes and all of the outstanding indebtedness of the Borrower
thereunder shall be acquired by the Administrative Lender for the
ratable benefit of the Lenders in their respective Specified
Percentages (as set forth in this First Amendment). On the effective
date of this First Amendment, the outstanding indebtedness of the
Borrower under the Facility A Notes shall be renewed, extended,
modified, increased and restated by the Replacement Facility A Notes,
payable to the Lenders in their respective Specified Percentages (as
set forth in this First Amendment). On the effective date of this First
Amendment, the outstanding indebtedness of the Borrower under the
Facility B Notes shall be renewed, extended, modified and restated by
the Replacement Facility B Notes, payable to the Lenders in their
respective Specified Percentages (as set forth in this First
Amendment). The Borrower hereby consents to the acquisition by the
Administrative Lender of the indebtedness, rights and interests
described above. Except insofar as any of same may have heretofore
been, or may contemporaneously herewith or hereafter be, released
pursuant to written release documentation executed and delivered by the
Administrative Lender, all Liens covering the Collateral, or any part
thereof, under the collateral documents executed in connection with the
Credit Agreement shall remain valid, binding and enforceable Liens
against the Persons which granted such Liens, as security for the
Replacement Notes and all of the other Obligations.
2. CONSENTS/WAIVERS IN CONNECTION WITH DATAFLEX ACQUISITION.
2.1 Subject to the terms and limitations set forth herein, the
Administrative Lender and each of the Lenders hereby waive the Event of
Default that would otherwise exist under clause (v) of Section 7.6 of
the Credit Agreement by virtue of the fact that the aggregate
consideration (exclusive of Equity in the Borrower or any Subsidiary of
the Borrower, but inclusive of any Indebtedness incurred or assumed by
the Borrower or any Subsidiary of the Borrower) paid or given by the
Borrower and/or Borrower's Subsidiaries
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during calendar year 1998 in connection with Acquisitions would, by
virtue of the consummation of the transactions contemplated by the
Dataflex Acquisition Documents, exceed $20,000,000; PROVIDED, HOWEVER,
that the foregoing waiver shall be effective only to the extent that
the aggregate amount of consideration (exclusive of Equity in the
Borrower or any Subsidiary of the Borrower, but inclusive of any
Indebtedness incurred or assumed by the Borrower or any Subsidiary of
the Borrower) paid or given by the Borrower and/or Borrower's
Subsidiaries in connection with transactions contemplated by the
Dataflex Acquisition Documents does not exceed $42,500,000 and only
for so long as none of the material terms or provisions of any of the
Dataflex Acquisition Documents are amended, modified or waived by, or
with the consent of, the Borrower or any Subsidiary of the Borrower.
2.2 The Administrative Lender, each of the Lenders, the
Borrower and each of the Guarantors hereby further agree that,
notwithstanding anything to the contrary contained in any of the Loan
Documents, the provisions of Sections 5.12 and 7.6 of the Credit
Agreement requiring that certain property and assets of Dataflex be
pledged to the Administrative Lender, as additional security for the
Obligations, are hereby waived and, in lieu thereof, the Borrower and
Dataflex shall grant to the Administrative Lender, for the benefit of
the Lenders, the liens and security interests, and shall take the other
actions, required by paragraphs 3 and 4 hereof.
3. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE
BORROWER AND THE GUARANTORS. By its execution and delivery hereof, each of the
Borrower and each Guarantor hereby represents and warrants to the Administrative
Lender and to each Lender, and hereby covenants and agrees with the
Administrative Lender and each Lender, that, as of the date hereof and after
giving effect to the amendments contemplated by Section 1 hereof:
(a) The representations and warranties contained in the Credit
Agreement are true and correct on and as of the date hereof as made on
and as of such date, except to the extent that any representation or
warranty, by its own terms, relates only to a different specific date;
(b) No event has occurred and is continuing which constitutes
a Default or an Event of Default;
(c) Each of Borrower and each Guarantor has full power and
authority to execute and deliver this First Amendment, and this First
Amendment, the Credit Agreement, as amended hereby, and each of the
other Loan Documents constitute the legal, valid and binding
obligations of Borrower and each Guarantor, as applicable, enforceable
in accordance with their respective terms, except as enforceability may
be limited by applicable debtor relief laws and by general principles
of equity (regardless of
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whether enforcement is sought in a proceeding in equity or at law) and
except as rights to indemnity may be limited by federal or state
securities laws;
(d) No authorization, approval consent, or other action by,
notice to, or filing with, any governmental authority or other Person
(including the respective Board of Directors of Borrower or either
Guarantor) is required for the execution, delivery or performance by
Borrower and each Guarantor of this First Amendment;
(e) Neither CIC nor Dataflex has any Subsidiaries;
(f) On or before December 31, 1998, all distribution centers
of Dataflex, shall have been closed and any and all inventory and other
property of Dataflex located at such facilities shall have been moved
to distribution centers, or other facilities, of the Borrower;
(g) From and after the effective date of the merger of
Dataflex and the Acquisition Subsidiary, the aggregate fair market
value of Dataflex's inventory shall not, at any time, exceed
$6,000,000; provided, further, that from and after December 31, 1998
Dataflex shall not own any inventory whatsoever;
(h) From and after December 31, 1998, Dataflex shall not
generate or create any material new accounts receivables or other
receivables;
(i) Promptly following the consummation of the transactions
contemplated by the Dataflex Acquisition Documents, the Borrower shall
execute and deliver to the Administrative Lender such pledge
agreements, security agreements, financing statements, stock
certificates and stock powers (all in form and substance acceptable to
the Administrative Lender), and shall take such other actions and do
such other things, as the Administrative Lender shall reasonably
require in order to create a first priority Lien in favor of the
Administrative Lender, for the benefit of the Lenders, covering all of
the issued and outstanding capital stock and other indicia of
ownership, whether then existing or thereafter arising, of Dataflex, as
additional security for the Obligations; and
(j) Upon request of the Administrative Lender and the
Determining Lenders, the Borrower shall hereafter promptly deliver to
the Administrative Lender any and all security agreements, financing
statements, subordination agreements and other documents, agreements
and instruments, in each case duly executed by Dataflex and any other
necessary or appropriate Person(s), as the Administrative Lender shall,
from time to time, reasonably require in order to create a first
priority Lien in favor of the Administrative Lender covering all of the
accounts receivable and other receivables of Dataflex, as security for
the Obligations.
4. CONDITIONS OF EFFECTIVENESS. This First Amendment shall be effective
as of the date first above written, subject to the following:
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(a) The Administrative Lender shall have received counterparts
of this First Amendment executed by each Lender;
(b) The Administrative Lender shall have received counterparts
of this First Amendment executed by the Borrower and by each Guarantor;
(c) The Administrative Lender shall have received a Subsidiary
Guaranty executed by Dataflex;
(d) The Borrower shall have pledged to the Administrative
Lender, for the benefit of the Lenders, as additional security for the
Obligations, all of the issued and outstanding capital stock and other
indicia of ownership, whether now existing or hereafter arising, of the
Acquisition Subsidiary, pursuant to documentation acceptable to the
Administrative Lender;
(e) The Administrative Lender shall have received the
Replacement Notes, executed by the Borrower;
(f) The Administrative Lender shall have received
indorsement(s), in form and substance acceptable to the Administrative
Lender, to the existing mortgagee title policy in favor of the
Administrative Lender and the Lenders, covering the Borrower's
Corporate Headquarters, confirming that the Lien in favor of the
Administrative Lender and the Lenders, and such existing mortgagee
title policy, with respect to the Borrower's Corporate Headquarters
cover the Replacement Facility B Notes and that neither such Lien nor
such mortgagee title policy are adversely affected by the execution and
delivery of such Replacement Facility B Notes;
(g) Prior to the consummation of the transactions contemplated
by the Dataflex Acquisition Documents, the Administrative Lender shall
have received such corporate resolutions, opinions, certificates and
other information, documents and papers as the Administrative Lender
shall have reasonably requested, in each case, executed by all
necessary or appropriate parties and in form and substance acceptable
to the Administrative Lender; and
(h) The transactions contemplated by the Dataflex Acquisition
Documents shall have been consummated in accordance with the terms and
provisions of the Dataflex Acquisition Documents, to the reasonable
satisfaction of the Administrative Lender.
5. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this First 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 hereby.
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(b) The Credit Agreement, as amended by the amendments
referred to above, and each of the other Loan Documents shall remain in
full force and effect and are hereby ratified and confirmed by each of
the Borrower and each Guarantor. Without limiting the generality of the
foregoing, each Guarantor hereby acknowledges and agrees that neither
this First Amendment nor the transactions contemplated hereby shall
release, terminate, diminish or otherwise adversely affect any Guaranty
or Collateral Document executed by such Guarantor in connection with
the Credit Agreement or any of such Guarantor's obligations thereunder.
6. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Administrative Lender in connection with
the preparation, reproduction, execution and delivery of this First Amendment
and the other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Lender with respect thereto and with respect to advising the Administrative
Lender as to its rights and responsibilities under the Credit Agreement, as
hereby amended).
7. EXECUTION IN COUNTERPARTS. This First Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which when taken together shall constitute but one and
the same instrument.
8. GOVERNING LAW: BINDING EFFECT. This First Amendment shall be
governed by and construed in accordance with the laws of the State of Texas and
shall be binding upon the Borrower, each Guarantor, the Administrative Lender
and each Lender and their respective successors and assigns.
9. HEADINGS. Section headings in this First Amendment are included
herein for convenience of reference only and shall not constitute a part of this
First Amendment for any other purpose.
10. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FIRST
AMENDMENT, 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 BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date first above written.
BORROWER: COMPUCOM SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxxxx
--------------------
Title: Treasurer
--------------------
GUARANTORS: COMPUCOM PROPERTIES, INC.
By: /s/ X. Xxxxxx Xxxxx
----------------------------
Name: X. Xxxxxx Xxxxx
---------------------
Title: President
---------------------
COMPUTER INTEGRATION CORP.
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxxxx
---------------------
Title: V. P.
---------------------
ADMINISTRATIVE LENDER NATIONSBANK, N.A., successor by merger to NationsBank of
Texas, N.A., as Administrative Lender
By: /s/ Xxxxxxx X. X'Xxxxxx
----------------------------
Name: Xxxxxxx X. X'Xxxxxx
---------------------
Title: Vice President
---------------------
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LENDERS: NATIONSBANK, N.A., successor by merger to
NationsBank of Texas, N.A., as a Lender,
Swing Line Bank and Issuing Bank
Specified Percentage: 14.210526316%
By: /s/ Xxxxxxx X. X'Xxxxxx
-------------------------------
Name: Xxxxxxx X. X'Xxxxxx
--------------------
Title: Vice President
--------------------
SANWA BUSINESS CREDIT CORPORATION
Specified Percentage: 8.947368421%
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxxx
--------------------
Title: Vice President
--------------------
FIRST UNION NATIONAL BANK, successor by
merger to Corestates Bank, N.A.
Specified Percentage: 10.526315789%
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
--------------------
Title: Vice President
--------------------
NATIONAL CITY BANK OF KENTUCKY
Specified Percentage: 10.526315789%
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
--------------------
Title: Assistant Vice President
-------------------------
PNC BANK, NATIONAL ASSOCIATION,
successor-by- merger to Midlantic
Bank, N.A.
Specified Percentage: 10.526315789%
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
--------------------
Title: Vice President
--------------------
CREDIT LYONNAIS NEW YORK BRANCH
Specified Percentage: 7.894736842%
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxxx
--------------------
Title: Senior Vice President
----------------------
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XXXXX XXXX XX XXXXXXXXXX, N.A.
Specified Percentage: 8.947368421%
By: /s/ Xxx Xxxxxx
-------------------------------
Name: Xxx Xxxxxx
----------------------
Title: Vice President
----------------------
By:
-------------------------------
Name:
----------------------
Title:
----------------------
NATIONAL BANK OF CANADA
Specified Percentage: 8.947368421%
By: /s/ Xxxx Xxxxxxx
-------------------------------
Name: Xxxx Xxxxxxx
----------------------
Title: Vice President
----------------------
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
----------------------
Title: Vice President and
Manager
----------------------
COMERICA BANK
Specified Percentage: 8.947368421%
By: /s/ Xxxxxxxx X. Xxxxxxxxx III
-------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx III
----------------------
Title: Vice President
----------------------
FLEET NATIONAL BANK
Specified Percentage: 10.526315789%
By: /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
----------------------
Title: Vice President
----------------------
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