Exhibit 10.2
FOURTH AMENDMENT TO CREDIT AGREEMENT
DATED AS OF AUGUST 14, 2001
(AS AMENDED FROM TIME TO TIME, THE "AGREEMENT"), AND WAIVER
BY AND BETWEEN HEADS & THREADS INTERNATIONAL LLC,
A DELAWARE LIMITED LIABILITY COMPANY (THE "BORROWER"),
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO,
LASALLE BANK NATIONAL ASSOCIATION
AND FLEET NATIONAL BANK,
SUCCESSOR TO SUMMIT BANK, AS LENDERS (THE "LENDERS"),
AND AMERICAN NATIONAL BANK AND TRUST COMPANY
OF CHICAGO, AS AGENT (THE "AGENT")
This Fourth Amendment to the Agreement ("Amendment" or "Fourth
Amendment") is entered into as of August 14, 2001 by and among the Borrower, the
Lenders and the Agent.
All capitalized terms stated in this Amendment and not defined herein
shall have the same meaning as set forth in the Agreement.
WHEREAS, the Lenders have made Loans to the Borrower pursuant to the
Agreement; and
WHEREAS, Alleghany has agreed to make a $10,300,000 capital contribution
to the Borrower (the "Capital Contribution"), $6,000,000 of which shall be
contributed as cash equity and $4,300,000 of which shall be contributed as
payment of an income tax receivable due from Alleghany; and
WHEREAS, the Borrower and the Lenders have agreed to amend certain terms
of the Agreement and waive past noncompliance with certain financial covenants
as stated herein. Now, therefore, in consideration of the fulfillment of each of
the terms and conditions set forth herein, the parties hereto agree as follows:
Section 1. Amendments to Agreement.
a. Upon execution of this Amendment, the Capital Contribution shall
be immediately paid by the Borrower to the Agent and applied as follows:
$3,666,666.67 to retire the Term Loan, and $6,633,333.33 to reduce the balance
outstanding upon the Revolving Loan.
b. Section 1.1 of the Agreement is amended as follows:
(i) The definition of Borrowing Base is amended in its
entirety to state the following:
"Borrowing Base" means an amount equal to the lesser of (1)
$42,000,000 or (2) an amount, adjusted as described below, equal to (a)
85% of the face amount (less maximum discounts, credits and allowances
which may be taken by or granted to the Account Debtor thereof in
connection therewith) of all existing Eligible Accounts that are set
forth in the Schedule of Accounts then most recently delivered by the
Borrower to the Agent and all existing Eligible Accounts that are set
forth in any Schedule of Accounts delivered by the Borrower to the Agent
since the date of such Schedule of Accounts, which amount shall be
reduced by 100% of the face amount of all payments which the Borrower
has received on or in connection with its Eligible Accounts since the
date of such Schedule of Accounts, plus (b) the lesser of (i)
$32,000,000 prior to August 31, 2001, $31,000,000 from August 31, 2001
to September 29, 2001, $29,000,000 from September 30, 2001 through
October 30, 2001, $28,000,000 from October 31, 2001 through November 29,
2001 and $27,500,000 thereafter, or (ii) 55% of Eligible Inventory,
through September 14, 2001 and 50% of Eligible Inventory thereafter, all
as set forth in the Schedule of Inventory then most recently delivered
by the Borrower to the Agent and all existing Eligible Inventory set
forth in any Schedule of Inventory delivered by the Borrower to the
Agent since the date of such Schedule of Inventory; provided, however,
that, notwithstanding any contrary provision contained herein, the Agent
shall deduct inventory reserves in an amount not less than $6,817,000
and may elect at any time, if in its reasonable discretion, it is
materially insecure, to change the foregoing method of calculating the
Borrowing Base by reducing advances against Eligible Accounts and
Eligible Inventory, or to deduct additional reserves from the Borrowing
Base. For purposes hereof, unless otherwise notified by the Borrower,
the Agent will assume that all monies collected in the Lock Box (as
defined in the Security Agreement) are payments of Eligible Accounts.
(ii) The definition of "Aggregate Revolving Commitment" is
amended in its entirety to state the following: "Aggregate Revolving Commitment"
means $42,000,000.
(iii) The definition of "Term Commitment" is deleted from the
Agreement and there shall cease to be a Term Commitment.
(iv) "Free Cash Flow" is defined in Section 6.10.5 of the
Agreement.
(v) The new definition of "Pricing Schedule" is amended in
its entirety to state the following:
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"Pricing Schedule" means the Schedule attached to the Fourth
Amendment identified as such.
c. Sections 2.1.2 and 2.4.10 of the Agreement are deleted and all
references in the Agreement to the "Term Loan" are deleted.
d. Schedule 1 to the Agreement is amended in its entirety and
replaced by the Schedule 1 attached to this Amendment and incorporated herein.
e. Section 6.10.3 of the Agreement is amended in its entirety to
state the following:
6.10.3 Debt Service Coverage Ratio. The Borrower will maintain
a Debt Service Coverage Ratio, at all times of not less than (i) 1.00 to
1.00 on and before December 31, 2001 and (ii) 1.20:1.00 thereafter for
each trailing twelve month period preceding the testing date, provided
that the first test of such ratio shall be on June 30, 2001 at which
time such ratio will be tested only for the Borrower's second fiscal
quarter of 2001. The Debt Service Coverage Ratio will not be tested for
the Borrower's fiscal quarters ending September 30, 2001 and December
31, 2001. Thereafter, the Debt Service Coverage Ratio will resume to be
tested (i) on a calendar year to date basis at the end of the Borrower's
fiscal quarters ending March 31, 2002, June 30, 2002, September 30, 2002
and December 31, 2002 and (ii) on a trailing rolling four quarter basis
for each of the Borrower's fiscal quarters ending after December 31,
2002.
f. A new Section 6.10.5 is added to the Agreement stating the
following:
6.10.5 Free Cash Flow. The Borrower will maintain Free Cash
Flow for each of its fiscal quarters of Borrower's Fiscal Year measured
at the end of each quarter ending September 30, 2001 and December 31,
2001 of not less than the following:
Minimum Free Cash Flow
----------------------
9/30/01 $ 223,000
12/31/01 $ 334,800
"Free Cash Flow" is EBITDA minus gross Capital Expenditures.
Only for Borrower's fiscal quarter ending September 30, 2001, to the
extent that Free Cash Flow is less than $223,000 as of September 30,
2001, Alleghany may contribute equity in addition to the Capital
Contribution on or before October 15, 2001 in an amount sufficient that
when added to the Free Cash Flow as of September 30, 2001 will make the
Free Cash Flow as of that date equal to or exceed $223,000.
Notwithstanding the foregoing, the amount of equity contributed by
Alleghany which will be counted by the Lenders toward compliance with
the Free Cash Flow covenant as of September 30, 2001 shall not exceed
$750,000.
g. A new Section 6.25 is added to the Agreement stating the
following:
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6.25 Management Consultant. Borrower shall within twenty-one
days following the date of this Amendment at Borrower's expense engage
the services of a management consultant acceptable to the Required
Lenders whose work shall be limited to performance for Borrower of
thirteen week cash flow projections and monthly balance sheet and income
statements projections for the next twelve months after the date of this
Amendment. Borrower shall cooperate with such management consultant and
shall permit to the Lenders full access at all times to the consultant
and the consultant's work product.
h. Fleet National Bank substituted for Summit Bank as a Lender.
Fleet National Bank acquired Summit Bank and Fleet National Bank is hereby
substituted for Summit Bank as a Lender. Fleet National Bank agrees to be bound
by the terms of the Credit Agreement as fully and to the same extent as Summit
Bank. All references in the Credit Agreement to Summit Bank shall hereinafter
mean Fleet National Bank.
Section 2. Waiver.
a. The Borrower has requested that the Agent and the Lenders waive
the Default under the Agreement which has occurred and is continuing on account
of Borrower's failure to comply with the financial covenants stated in Sections
6.10.2 and 6.10.3 of the Agreement as of June 30, 2001.
b. In response to such request, the Agent, on behalf of the
Lenders, hereby waives the Borrower's violation of Sections 6.10.2 and 6.10.3 of
the Agreement as of June 30, 2001.
c. The waiver set forth herein is effective solely for the purpose
set forth herein and shall be limited precisely as written and shall not be
deemed to be a consent to any amendment, waiver, modification of, or
noncompliance with, any other term or condition of the Agreement, or otherwise
prejudice any right or remedy which the Agent and the Lenders may now have or
may have in the future in connection with the Agreement.
Section 3. Representations and Warranties. The Borrower represents
and warrants that:
a. The representations and warranties contained in the Agreement
are true and correct in all material respects on and as of the date hereof as if
such representations and warranties had been made on and as of the date hereof
(except to the extent any such
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representation or warranty is stated to relate solely to an earlier date, in
which case such representation or warranty is true and correct in all material
respects on and as of such earlier date); and
b. The Borrower is in compliance with all the terms and provisions
set forth in the Agreement and no Default or Unmatured Default has occurred and
is continuing.
Section 4. Conditions to Effectiveness. This Amendment is subject
to the satisfaction in full of the following conditions precedent:
a. The Agent shall have received executed originals of this
Amendment;
b. The Agent and each respective Lender shall have received an
executed original of the Second Amended and Restated Promissory Note
substantially in the form of Exhibit 1 attached hereto and incorporated herein.
c. The Agent shall have received payment of the fees provided in
Section 7 of this Amendment;
d. The Agent shall have received payment of a $63,000 fee to be
distributed to the Lenders in accordance with their Pro Rata Shares which fee
Borrower agrees is nonrefundable and shall have been fully earned by each Lender
on the date this Amendment is executed.
e. The full Capital Contribution shall have been made by Alleghany
and distributed as stated in Section 1a of this Amendment.
f. The Agent shall have received board resolutions from the
Borrower authorizing the execution of this Amendment; and
g. All legal matters incident to this Amendment shall be reasonably
satisfactory to Xxxx, Xxxxxx & Xxxxxxxxx, counsel for the Agent.
Section 5. Full Force and Effect. Except as expressly amended and
waived herein, the Agreement and the Loan Documents are hereby ratified and
confirmed, and shall continue in
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full force and effect in accordance with the provisions thereof on the date
hereof. As used in the Agreement and the Loan Documents, the terms "Agreement",
"this Agreement", "herein", "hereafter", "hereto", "hereof", and words of
similar import, shall, unless the context otherwise requires, mean the Agreement
as amended prior to the date hereof and as amended by this Amendment, all
references to "Lenders", "Commitment" and "Pro Rata Percentage" shall mean such
terms as stated on Schedule 1 attached hereto, and all references to the "Note"
or "Notes" shall mean the Second Amended and Restated Promissory Notes in the
form attached hereto as Exhibit 1.
Section 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
Section 7. Expenses. The Borrower agrees to pay all out-of-pocket
expenses incurred by Agent in connection with the preparation, execution and
delivery of this Amendment and the other documents incident hereto, including,
but not limited to, the reasonable fees and disbursements of Xxxx, Gerber &
Xxxxxxxxx, counsel for the Agent.
Section 8. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall constitute an original, but all of which
when taken together shall constitute one instrument.
Section 9. Headings. The headings of this Amendment are for the
purposes of reference only and shall not affect the construction of this
Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.
BORROWER:
HEADS & THREADS INTERNATIONAL LLC,
A DELAWARE LIMITED LIABILITY COMPANY
BY: /S/XXXXXXX X. XXXXX
---------------------------------
ITS: EXECUTIVE VICE PRESIDENT
----------------------------
LENDERS:
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
BY: /S/ XXXXXXX XXXXX
---------------------------------
ITS: FIRST VICE PRESIDENT
---------------------------
LASALLE BANK NATIONAL ASSOCIATION
BY: /S/ XXXXX X. XXXXX
--------------------------------
ITS: VICE PRESIDENT
---------------------------
FLEET NATIONAL BANK
BY: /S/ XXXXXXX X. XXXXXX
--------------------------------
ITS: AVP
---------------------------
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AGENT:
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
BY: /S/ XXXXXXX XXXXX
---------------------------------
ITS: FIRST VICE PRESIDENT
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SCHEDULE 1
Pro Rata
Lenders Commitment Percentage
------- ---------- ----------
American National Bank and $14,000,000.00 33.33333333%
Trust Company of Chicago
LaSalle Bank National $14,000,000.00 33.33333333%
Association
Fleet National Bank $14,000,000.00 33.33333333%
PRICING SCHEDULE
APPLICABLE MARGIN FOR REVOLVING LOANS
-------------------------------------
Eurodollar Rate 3.50%
Floating Rate 1.00%
APPLICABLE FEE MARGIN
---------------------
Commitment Fee .50 bp
Bankers Acceptances 2.00%
Letters of Credit 1.00%
------------------------------------
"bp" means basis points.
EXHIBIT 1
SECOND AMENDED AND RESTATED PROMISSORY NOTE
$14,000,000 AUGUST 14, 2001
FOR VALUE RECEIVED, the undersigned, HEADS & THREADS INTERNATIONAL LLC,
a Delaware limited liability company (the "Company"), hereby promises to pay to
the order of LASALLE BANK NATIONAL ASSOCIATION (the "Lender"), the principal sum
of Fourteen Million and 00/100 Dollars ($14,000,000) or, if less, the aggregate
unpaid principal amount of all sums advanced by the Lender to the Company
pursuant to the Credit Agreement, dated as of April 3, 2000 and amended by First
Amendment dated April 3, 2000, a Second Amendment dated November 27, 2000, a
Third Amendment dated March 19, 2001 and a Fourth Amendment dated August 14,
2001 (such Credit Agreement, as it may be further amended, restated,
supplemented or otherwise modified from time to time, being hereinafter called
the "Credit Agreement"), among the Company, the Lender, the other banks parties
thereto, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as agent for
the Lenders, on the dates and in the amounts provided in the Credit Agreement
(except to the extent sums advanced with respect to Facility Letters of Credit
are reimbursed to the Lender by any other Lender (as defined in the Credit
Agreement) pursuant to the Credit Agreement). The Company further promises to
pay interest on the unpaid principal amount of the Loans (except for the undrawn
portions of any Facility Letters of Credit), evidenced hereby from time to time
at the rates, on the dates, and otherwise as provided in the Credit Agreement.
The Lender is authorized to endorse the amount and the date on which
each Loan is made, the maturity date therefor and each payment of principal with
respect thereto on the schedules annexed hereto and made a part hereof, or on
continuations thereof which shall be attached hereto and made a part hereof;
provided, that any failure to endorse such information on such schedule or
continuation thereof shall not in any manner affect any obligation of the
Company under the Credit Agreement and this Promissory Note (the "Note").
This Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.
The portion of the principal amount of this Note evidencing outstanding
Facility Letters of Credit is the Lender's Pro Rata Share of such amount, as set
forth in Schedule 1 of the Credit Agreement, and shall be extinguished by either
termination of such Facility Letters of Credit, reimbursement of all amounts
paid by the Lender upon such Facility Letters of Credit or payment to the Lender
of an amount equal to the amount of all outstanding Facility Letters of Credit
pursuant to Section 2.3.9 of the Credit Agreement.
This Note is a renewal and replacement of the Promissory Note in the
original principal amount of $20,000,000 made and delivered by the Company to
the Lender as of April 28, 2000, and the Amended and Restated Promissory Note in
the original principal amount of
$21,666,666.67 dated November 27, 2000 made and delivered by the Company to
Lender, and nothing contained herein or in the Fourth Amendment to the Credit
Agreement dated as of November 27, 2000, shall be construed (a) to deem paid or
forgiven the unpaid principal balance of, or unpaid accrued interest on, said
Promissory Note outstanding at the time of their renewal and replacement by this
Note, or (b) to release, cancel, terminate or otherwise adversely affect all or
any part of any lien, mortgage, deed of trust, assignment, security interest or
other encumbrance heretofore granted to or for the benefit of the payee of said
Promissory Note.
Terms defined in the Credit Agreement are used herein with their defined
meanings therein unless otherwise defined herein. This Note shall be governed
by, and construed and interpreted in accordance with, the laws of the State of
Illinois applicable to contracts made and to be performed entirely within such
State.
HEADS & THREADS
INTERNATIONAL LLC
BY:
--------------------------------
ITS:
---------------------------
EXHIBIT 1
SECOND AMENDED AND RESTATED PROMISSORY NOTE
$14,000,000 AUGUST 14, 2001
FOR VALUE RECEIVED, the undersigned, HEADS & THREADS INTERNATIONAL LLC,
a Delaware limited liability company (the "Company"), hereby promises to pay to
the order of FLEET NATIONAL BANK (the "Lender"), the principal sum of Fourteen
Million and 00/100 Dollars ($14,000,000) or, if less, the aggregate unpaid
principal amount of all sums advanced by the Lender to the Company pursuant to
the Credit Agreement, dated as of April 3, 2000, and amended by First Amendment
dated April 3, 2000, a Second Amendment dated November 27, 2000, a Third
Amendment dated March 19, 2001 and a Fourth Amendment dated August 14, 2001
(such Credit Agreement, as it may be further amended, restated, supplemented or
otherwise modified from time to time, being hereinafter called the "Credit
Agreement"), among the Company, the Lender, the other banks parties thereto, and
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as agent for the Lenders,
on the dates and in the amounts provided in the Credit Agreement (except to the
extent sums advanced with respect to Facility Letters of Credit are reimbursed
to the Lender by any other Lender (as defined in the Credit Agreement) pursuant
to the Credit Agreement). The Company further promises to pay interest on the
unpaid principal amount of the Loans (except for the undrawn portions of any
Facility Letters of Credit), evidenced hereby from time to time at the rates, on
the dates, and otherwise as provided in the Credit Agreement.
The Lender is authorized to endorse the amount and the date on which
each Loan is made, the maturity date therefor and each payment of principal with
respect thereto on the schedules annexed hereto and made a part hereof, or on
continuations thereof which shall be attached hereto and made a part hereof;
provided, that any failure to endorse such information on such schedule or
continuation thereof shall not in any manner affect any obligation of the
Company under the Credit Agreement and this Promissory Note (the "Note").
This Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.
The portion of the principal amount of this Note evidencing outstanding
Facility Letters of Credit is the Lender's Pro Rata Share of such amount, as set
forth in Schedule 1 of the Credit Agreement, and shall be extinguished by either
termination of such Facility Letters of Credit, reimbursement of all amounts
paid by the Lender upon such Facility Letters of Credit or payment to the Lender
of an amount equal to the amount of all outstanding Facility Letters of Credit
pursuant to Section 2.3.9 of the Credit Agreement.
This Note is a renewal and replacement of a portion of the Promissory
Note in the original principal amount of $40,000,000 made and delivered by the
Company to AMERICAN
NATIONAL BANK AND TRUST COMPANY OF CHICAGO as of April 3, 2000 which portion was
assigned to Summit Bank pursuant to an Assignment and Assumption Agreement dated
as of April 28, 2000, and the Amended and Restated Promissory Note in the
original principal amount of $21,666,666.67 dated November 27, 2000 made and
delivered by the Company to Summit Bank, and nothing contained herein or in the
Fourth Amendment to the Credit Agreement dated as of August 14, 2001, shall be
construed (a) to deem paid or forgiven the unpaid principal balance of, or
unpaid accrued interest on, said Promissory Note outstanding at the time of
their renewal and replacement by this Note, or (b) to release, cancel, terminate
or otherwise adversely affect all or any part of any lien, mortgage, deed of
trust, assignment, security interest or other encumbrance heretofore granted to
or for the benefit of the payee of said Promissory Note.
Terms defined in the Credit Agreement are used herein with their defined
meanings therein unless otherwise defined herein. This Note shall be governed
by, and construed and interpreted in accordance with, the laws of the State of
Illinois applicable to contracts made and to be performed entirely within such
State.
HEADS & THREADS
INTERNATIONAL LLC
BY:
--------------------------------
ITS:
---------------------------
EXHIBIT 1
SECOND AMENDED AND RESTATED PROMISSORY NOTE
$14,000,000 AUGUST 14, 2001
FOR VALUE RECEIVED, the undersigned, HEADS & THREADS INTERNATIONAL LLC,
a Delaware limited liability company (the "Company"), hereby promises to pay to
the order of AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO (the "Lender"),
the principal sum of Fourteen Million and 00/100 Dollars ($14,000,000) or, if
less, the aggregate unpaid principal amount of all sums advanced by the Lender
to the Company pursuant to the Credit Agreement, dated as of April 3, 2000 and
amended by First Amendment dated April 3, 2000, a Second Amendment dated
November 27, 2000, a Third Amendment dated March 19, 2001 and a Fourth Amendment
dated August 14, 2001 (such Credit Agreement, as it may be further amended,
restated, supplemented or otherwise modified from time to time, being
hereinafter called the "Credit Agreement"), among the Company, the Lender, the
other banks parties thereto, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF
CHICAGO, as agent for the Lenders, on the dates and in the amounts provided in
the Credit Agreement (except to the extent sums advanced with respect to
Facility Letters of Credit are reimbursed to the Lender by any other Lender (as
defined in the Credit Agreement) pursuant to the Credit Agreement). The Company
further promises to pay interest on the unpaid principal amount of the Loans
(except for the undrawn portions of any Facility Letters of Credit), evidenced
hereby from time to time at the rates, on the dates, and otherwise as provided
in the Credit Agreement.
The Lender is authorized to endorse the amount and the date on which
each Loan is made, the maturity date therefor and each payment of principal with
respect thereto on the schedules annexed hereto and made a part hereof, or on
continuations thereof which shall be attached hereto and made a part hereof;
provided, that any failure to endorse such information on such schedule or
continuation thereof shall not in any manner affect any obligation of the
Company under the Credit Agreement and this Promissory Note (the "Note").
This Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.
The portion of the principal amount of this Note evidencing outstanding
Facility Letters of Credit is the Lender's Pro Rata Share of such amount, as set
forth in Schedule 1 of the Credit Agreement, and shall be extinguished by either
termination of such Facility Letters of Credit, reimbursement of all amounts
paid by the Lender upon such Facility Letters of Credit or payment to the Lender
of an amount equal to the amount of all outstanding Facility Letters of Credit
pursuant to Section 2.3.9 of the Credit Agreement.
This Note is a renewal and replacement of a portion of the Promissory
Note in the original principal amount of $40,000,000 made and delivered by the
Company to the Lender as
of April 3, 2000, a portion of which was assigned to Summit Bank pursuant to
Assignment and Assumption Agreement dated as of April 28, 2000, and the Amended
and Restated Promissory Note in the original principal amount of $21,666,666.67
dated November 27, 2000 made and delivered by the Company to Lender, and nothing
contained herein or in the Fourth Amendment to the Credit Agreement dated as of
August 14, 2001, shall be construed (a) to deem paid or forgiven the unpaid
principal balance of, or unpaid accrued interest on, said Promissory Note
outstanding at the time of their renewal and replacement by this Note, or (b) to
release, cancel, terminate or otherwise adversely affect all or any part of any
lien, mortgage, deed of trust, assignment, security interest or other
encumbrance heretofore granted to or for the benefit of the payee of said
Promissory Note.
Terms defined in the Credit Agreement are used herein with their defined
meanings therein unless otherwise defined herein. This Note shall be governed
by, and construed and interpreted in accordance with, the laws of the State of
Illinois applicable to contracts made and to be performed entirely within such
State.
HEADS & THREADS
INTERNATIONAL LLC
BY:
--------------------------------
ITS:
---------------------------
