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AMENDMENT NO. 2 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment") is made
and entered into effective as of December 31, 1999, among INDUSTRIAL
DISTRIBUTION GROUP, INC., a Delaware corporation (the "Borrower"), the lending
institutions listed on the signature pages of this Amendment (collectively, the
"Lenders"), BANK ONE, NA (formerly The First National Bank of Chicago), in its
capacities as agent for the Lenders (in such capacity, the "Agent") and as
issuing bank for the "Facility LCs" as provided in the Credit Agreement
referred to below (in such capacity, the "LC Issuer"), BANK OF AMERICA, N.A.
(formerly Bank of America National Trust and Savings Association), in its
capacity as Co-Agent for the Lenders, and FIRST UNION NATIONAL BANK, in its
capacity as Co-Agent for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, and the Agent and LC Issuer are
parties to a certain Credit Agreement dated as of December 11, 1997, as amended
and restated by a certain First Amendment and Restatement of Credit Agreement
dated as of December 11, 1998, as amended by Amendment No. 1 to Credit
Agreement dated as of November 1, 1999 (as so amended and restated, the "Credit
Agreement");
WHEREAS, the Borrower has requested that the Lenders amend the Credit
Agreement so as to revise certain of the financial covenants set forth therein
and in certain other respects;
WHEREAS, the Lenders have agreed to make such amendments, subject to
the terms, conditions and requirements set forth in this Amendment;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. DEFINED TERMS. Except as otherwise expressly defined herein, capitalized
terms used in this Amendment that are defined in the Credit Agreement are used
in this Amendment with the respective meanings assigned to such capitalized
terms in the Credit Agreement.
2. AMENDMENTS TO ARTICLE I ("DEFINITIONS").
(a) Article I of the Credit Agreement is hereby amended by
deleting the defined terms "Aggregate Revolving Commitment", "Borrower Credit
Documents", "Collateral Documents", "Consolidated EBITDA", "Permitted
Acquisition", and "Subsidiary Credit Documents" and the
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accompanying definitions for such defined terms in their entirety, and
substituting in lieu thereof the following defined terms and accompanying
definitions in appropriate alphabetical order:
"AGGREGATE REVOLVING COMMITMENT" means the aggregate of the
Revolving Commitments of all the Lenders, which amount shall be, on
and after the Amendment No. 2 Effective Date, $100,000,000, as such
amount may be reduced from time to time pursuant to the terms hereof.
"BORROWER CREDIT DOCUMENTS" means this Agreement, any and all
Notes, any and all Facility LC Application Agreements, the Borrower
Pledge Agreement, and the Borrower Security Agreement.
"COLLATERAL DOCUMENTS" means, collectively, the Borrower
Pledge Agreement, the Borrower Security Agreement, the Subsidiary
Guaranty, the Contribution Agreement, the Subsidiary Pledge Agreement,
and the Subsidiary Security Agreement.
"CONSOLIDATED EBITDA" means Consolidated Net Income plus, to
the extent deducted from revenues in determining Consolidated Net
Income, (i) Consolidated Interest Expense, (ii) expense for current
federal, state and local income taxes paid or accrued, (iii)
depreciation, amortization and all other non-cash charges, and (iv)
the 1999 Specified Cash Charges, minus, to the extent added in
determining Consolidated Net Income, (A) non-recurring items such as
gains on sale of assets or extraordinary items, which items constitute
positive net income, (B) earnings from discontinued businesses, (C)
any non-cash gains, and (D) the positive income of any Affiliate or
other Person (other than a Subsidiary of the Borrower) in which any
Person (other than the Borrower or any of its Subsidiaries) has a
joint interest, except to the extent of the amount of dividends or
other distributions actually paid to the Borrower or any of its
Subsidiaries by such Affiliate or other Person during such period.
"PERMITTED ACQUISITION" means an Acquisition (i) that was not
preceded by an unsolicited public tender offer for Capital Stock of
the Person being acquired (the "Acquired Entity"), (ii) where the
Acquired Entity is in the same or similar line of business as the
Borrower and its Subsidiaries, (iii) in the case of an Acquisition of
an Acquired Entity organized in the United States of America whose
principal business is conducted in the United States of America, if
the cash consideration to be paid in the Acquisition exceed
$5,000,000, where the Borrower has submitted to the Agent and the
Lenders evidence satisfactory to them that, after giving pro forma
effect to the Acquisition, the Borrower will be in compliance with all
financial and other covenants set forth in this Agreement and the
Required Lenders have given their prior written approval of such
Acquisition, (iv) in the case of an Acquisition of an Acquired Entity
organized outside the United States of America or whose principal
business is conducted outside the United States of America, where the
Required Lenders have given their prior written approval of such
Acquisition, (v) where immediately prior to and after giving effect to
such Acquisition, no Default or Unmatured Default then exists or would
occur as a result thereof, and (vi) where the cash consideration to be
paid in such Acquisition, plus all cash
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consideration paid in respect of all other Acquisitions on and after
the Amendment No. 2 Effective Date, does not exceed $15,000,000 in the
aggregate.
"SUBSIDIARY CREDIT DOCUMENTS" means, collectively, the
Subsidiary Guaranty, the Subsidiary Pledge Agreement, and the
Subsidiary Security Agreement.
(b) Article I of the Credit Agreement is hereby amended by adding
the following new defined terms and accompanying definitions in appropriate
alphabetical order:
"ACCOUNT DEBTOR" shall mean any Person who is or who may
become obligated to the Borrower or any Subsidiary under or on account
of a Receivable.
"AMENDMENT NO. 2" means Amendment No. 2 to Credit Agreement
dated as of December 31, 1999, among the Borrower, the Lenders, and
the Agent and LC Issuer.
"AMENDMENT NO. 2 CREDIT DOCUMENTS" means, collectively,
Amendment No. 2 and the Notes, the Borrower Security Agreement, and
Subsidiary Security Agreement required to be executed and delivered to
the Agent pursuant to Section 4.4.
"AMENDMENT NO. 2 EFFECTIVE DATE" means the date on which all
conditions and requirements set forth in Section 4.4 have been
satisfied or waived in writing by the Required Lenders.
"AMENDMENT NO. 2 FEES" means, collectively, the fee payable
to each Lender on the amount of such Lender's Revolving Commitment as
in effect immediately after giving effect to Amendment No. 2, in an
amount equal to 0.20% of such Revolving Commitment.
"BORROWER SECURITY AGREEMENT" means the Borrower Security
Agreement executed by the Borrower in favor of the Agent for the
ratable benefit of the Lenders, substantially in the form of Exhibit
L, as the same may be amended, supplemented, and restated from time to
time.
"BORROWING BASE" shall mean, at any date of determination,
(a) the sum of the following amounts as of such date: (i) 85% percent
of the net dollar value of the Eligible Receivables of the Borrower
and those Subsidiaries that are parties to the Subsidiary Security
Agreement, and (ii) 50% of the net dollar value (based on the lower of
market value and actual cost, with cost being determined on a
first-in, first-out basis) of the Eligible Inventory of the Borrower
and those Subsidiaries that are parties to the Subsidiary Security
Agreement, less all amounts owing to any other Persons secured by
Liens granted to such Persons in any such Inventory.
"BORROWING BASE CERTIFICATE" shall mean a certificate of an
authorized officer of the Borrower substantially in the form of
Exhibit N attached hereto.
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"COLLATERAL" means, collectively, the "Collateral" as defined
in the Borrower Pledge Agreement, the Borrower Security Agreement, the
Subsidiary Pledge Agreement, and the Subsidiary Security Agreement.
"COLLATERAL LOCATIONS" shall mean all locations of Inventory
as described in the Perfection Certificates, as supplemented from time
to time pursuant to written notice provided to the Agent pursuant to
the Borrower Security Agreement or Subsidiary Security Agreement, as
the case may be.
"ELIGIBLE INVENTORY" shall mean and include only such
Inventory of the Borrower and those Subsidiaries that are parties to
the Subsidiary Security Agreement that has been listed on a schedule
delivered to the Agent and the Lenders in accordance with Section
6.1(xi), (a) that consists solely of Inventory not deemed to be a
non-stock item or out of condition, stale, obsolete, slow moving (as
reflected by reserves therefor established by the Borrower or such
Subsidiary in accordance with GAAP), damaged, or otherwise
unmerchantable by the Agent (as determined in its reasonable judgment)
or any governmental agency or any department or division thereof
having regulatory authority over the Borrower or any Subsidiary or any
of their respective agents or activities, (b) located at one or more
of the Collateral Locations within the United States or its
territories and is not in-transit from the vendor or supplier thereof
(except where title to such Inventory is held by the Borrower or such
Subsidiary and such Inventory is being transported by Borrower or such
Subsidiary), (c) that is subject to internal control and management
procedures conducted by the Borrower and its Subsidiaries that are
reasonably satisfactory to the Agent, (d) that is subject to a first
priority (other than tax liens permitted by Section 6.14 and
landlord's, warehousemen's, and similar liens in respect of Inventory
at Collateral Locations where the obligations of the Borrower or any
Subsidiary to pay rent or other storage charges are not more than ten
(10) days past due) perfected security interest in favor of the Agent,
(e) that is not consigned or demonstration Inventory, (f) that is not
work in process or packaging supplies, and (g) that the Agent
otherwise determines in good faith to be Eligible Inventory, based on
such reasonable and customary credit and collateral considerations as
the Agent takes into account generally to determine collateral
eligibility of inventory of such type, condition, and location.
"ELIGIBLE RECEIVABLES" shall mean and include only such
Receivables (i) consisting of accounts receivable arising from bona
fide transactions (excluding sales for cash or paid by credit cards)
in the ordinary course of the business of the Borrower and those
Subsidiaries that are parties to the Subsidiary Security Agreement,
(ii) that are described on a schedule delivered to the Agent and the
Lenders in accordance with Section 6.1(xi) hereof, (iii) that are
adjusted to deduct appropriate amounts for rebates due to Account
Debtors, credit balances in favor of Account Debtors, and unreconciled
differences in the Accounts, and (iv) that the Agent otherwise
determines in good faith to be Eligible Receivables based on such
reasonable and customary credit and collateral considerations as the
Agent takes into account generally to determine the collateral
eligibility of accounts receivables of such type and creditworthiness.
In any event,
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however, unless the Agent specifically consents otherwise in writing,
no Receivable shall be considered to be an Eligible Receivable if (a)
it arises out of a sale made by the Borrower or any Subsidiary to an
Affiliate of the Borrower or such Subsidiary or to a Person controlled
by an Affiliate of the Borrower or such Subsidiary, (b) it is due more
than 90 days after the original invoice date, (c) unpaid more than 60
days after the due date, (d) 25% or more of the Receivables from the
Account Debtor are unpaid for more than 90 days after the original
invoice date or for more than 60 days after the due date (other than
in circumstances where clause (g) is applicable), (e) any covenant,
representation or warranty contained in this Agreement, the Borrower
Security Agreement, or the Subsidiary Security Agreement with respect
to such Receivable has been breached, (f) the Account Debtor is also
the Borrower's or such Subsidiary's creditor or supplier, or the
Account Debtor has disputed liability, or the Account Debtor has made
any claim with respect to any other Receivable due from such Account
Debtor to the Borrower or such Subsidiary, or the Receivable otherwise
is or may become subject to any right of setoff (actual or potential)
by the Account Debtor, whether by virtue of the terms of the contract
between the Borrower or such Subsidiary and the Account Debtor, or by
virtue of any other defense or claim of the Account Debtor against the
Borrower or such Subsidiary; provided, however, that the Receivables
of such Account Debtor shall only be ineligible to the extent of such
offset or potential offset, (g) the Account Debtor has commenced a
voluntary case under the federal Bankruptcy Code, or made an
assignment for the benefit of creditors, or if a decree or order for
relief has been entered by a court having jurisdiction in the premises
in respect of the Account Debtor in an involuntary case under the
federal Bankruptcy Code, or if any other petition or other application
for relief under the Bankruptcy Code has been filed against the
Account Debtor, or if the Account Debtor has failed, suspended
business, ceased to be solvent, or consented to or suffered a
receiver, trustee, liquidator or custodian to be appointed for it or
for all or a significant portion of its assets or affairs, (h) the
sale is to an Account Debtor outside the United States unless the sale
is on letter of credit, guaranty or acceptance terms, in each case
acceptable to the Agent, (i) the sale to the Account Debtor is on a
xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval,
consignment or any other repurchase or return basis, (j) the Agent
believes that collection of such Receivable is insecure or that such
Receivable may not be paid by reason of the Account Debtor's financial
inability to pay, (k) the Account Debtor is the United States of
America or any department, agency or instrumentality thereof, unless
the Borrower or such Subsidiary, as the case may be, assigns its right
to payment of such Receivable to the Agent pursuant to the Assignment
of Claims Act of 1940, as amended, (l) the goods giving rise to such
Receivable have not been shipped and delivered to the Account Debtor
(or, if shipped and delivered, the Borrower or any such Subsidiary has
received knowledge or notice of their loss in transit, mis-delivery or
their non-acceptance by the Account Debtor) or the services giving
rise to such Receivable have not been performed by the Borrower or
such Subsidiary with respect thereto (or, if performed, the Borrower
or such Subsidiary has received knowledge or notice of their
non-acceptance by the Account Debtor), or the Receivable otherwise
does not represent a final bona fide sale, (m) the Receivables of any
Account Debtor, together with the Receivables of any Affiliates of
such Account Debtor, exceed at any time 15% of the aggregate amount of
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Eligible Receivables of all Account Debtors, to the extent such
Receivables of such Account Debtor and its Affiliates exceed such
amount, (n) the Agent does not hold a first priority, perfected
security interest in such Receivables, or (o) the Agent otherwise in
good faith determines such Receivables to be ineligible for borrowing
purposes hereunder, based on such reasonable and customary credit and
collateral considerations as the Agent takes into account generally to
determine collateral eligibility of accounts receivables of such type
and creditworthiness.
"ERP SALE-LEASEBACK" means the Sale and Leaseback of the
Borrower's enterprise resource planning system.
"INVENTORY" shall mean and include all of the Borrower's and
each Subsidiary's inventory, wherever located and whether now existing
or hereafter acquired or arising or in which the Borrower or any
Subsidiary now has or hereafter acquires any rights, including without
limitation, all cutting tools, hand and power tools, abrasives,
lubricants, adhesives, electrical products, pipes, valves and
fittings, power transmission equipment, and other maintenance, repair,
operating and production products, and all other inventory,
merchandise, goods and other personal property held by or on behalf of
the Borrower or any Subsidiary for sale or lease or to be furnished
under a contract of service, or that constitute raw materials, work in
process or materials used or consumed or to be used or consumed in the
business of the Borrower or any Subsidiary, or in the processing,
production, packaging, promotion, delivery or shipping of the same,
including other supplies, all returned or repossessed goods now or at
any time hereafter in the possession or under the control of the
Borrower or any Subsidiary or the Agent, and all documents of title or
documents representing the same.
"MANDATORY PREPAYMENT EVENT" shall mean a sale (including any
transaction that has the economic effect of a sale), transfer or other
disposition (by way of merger or otherwise, including sales in
connection with a Sale and Leaseback Transaction, or as a result of a
casualty or condemnation of any property) by the Borrower or any
Subsidiary to any Person (other than to the Borrower or another
Subsidiary) of any real property (including any improvements,
fixtures, and personal property located on or used in connection with
such real property and improvements that are included in such sale,
transfer or other disposition) from and after January 1, 2000, where
(i) the Borrower and its Subsidiaries have failed to use the Net Sale
Proceeds of such sale, transfer, or other disposition to purchase or
otherwise invest in properties and assets used in the business of the
Borrower and its Subsidiaries within 90 days after the date of such
sale, transfer, or other disposition, and (ii) the total aggregate
amount of Net Sale Proceeds received from and after January 1, 2000,
in respect of such sales, transfers, and other dispositions that are
not invested as described in the preceding clause (i) exceed $500,000;
provided, however, that neither the UTF Sale-Leaseback nor the ERP
Sale-Leaseback shall constitute a Mandatory Prepayment Event for
purposes of this Agreement.
"NET SALE PROCEEDS" shall mean, with respect to any
transaction giving rise to a Mandatory Prepayment Event, the proceeds
of such transaction to the Borrower and/or its
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Subsidiaries, including payments in the form of cash or cash
equivalents, deferred payment obligations, casualty loss insurance
proceeds, condemnation awards, and proceeds from the conversion of
other property received, net of (i) brokerage commissions and other
reasonable and customary fees and expenses of such transaction, (ii)
provision of all taxes imposed on such transaction, and (iii) payments
made to repay Indebtedness secured by the assets subject to such
transaction.
"1999 SPECIFIED CASH CHARGES" shall mean, collectively, the
one-time cash charges being taken and reflected on the consolidated
financial statements of the Borrower and its Subsidiaries for the
period ending December 31, 1999, for (i) settlement of pending
litigation with a dissenting shareholder, such charge to be in an
amount not to exceed $4,500,000, (ii) discontinued operations at the
MACS Tucson location, such charge to be in an amount not to exceed
$300,000, (iii) executive severance payments, such charge to be in an
amount not to exceed $450,000, and (iv) costs incurred related to the
abandonment of Project Phoenix, such charge to be in an amount not to
exceed $50,000.
"PERFECTION CERTIFICATES" shall mean the Perfection
Certificates in the form of Exhibit O attached hereto delivered by the
Borrower and the Subsidiaries to the Agent and the Lenders.
"RECEIVABLES" shall mean and include all of the Borrower's
and each Subsidiary's accounts, contract rights, chattel paper and
instruments, whether now existing or hereafter acquired or arising or
in which the Borrower or any Subsidiary now has or hereafter acquires
any rights, including without limitation, all present and future
rights to payments for goods, merchandise or Inventory sold or leased
or for services rendered, whether or not represented by instruments or
chattel paper, and whether or not earned by performance; proceeds of
any letter of credit on which the Borrower or any Subsidiary is a
beneficiary; and all forms of obligations whatsoever owing to the
Borrower or any Subsidiary, together with all instruments and
documents of title representing any of the foregoing, all rights in
any goods, merchandise or Inventory which any of the foregoing may
represent, all rights in any returned or repossessed goods,
merchandise or Inventory, and all rights, security and guaranties with
respect to each of the foregoing, including without limitation, any
rights of stoppage in transit and reclamation.
"REVOLVING COMMITMENT" means for each Lender, the obligation
of such Lender to make Loans (other than Swing Line Loans) not
exceeding its Percentage of the Aggregate Revolving Commitment (with
the maximum amount of each Lender's Revolving Commitment in effect on
and after the Amendment No. 2 Effective Date being set forth on the
signature page for such Lender to Amendment No. 2).
"SUBSIDIARY SECURITY AGREEMENT" means the Subsidiary Security
Agreement executed by the Subsidiaries of the Borrower in favor of the
Agent for the ratable benefit
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of the Lenders, substantially in the form of Exhibit M, as the same
may be amended, supplemented, and restated from time to time.
"UTF SALE-LEASEBACK" means the Sale and Leaseback
Transactions between the Borrower and/or certain of its Subsidiaries
and United Trust Fund Limited Partnership, substantially in accordance
with the terms of the letter agreement dated November 23, 1999,
between the Borrower and United Trust Fund.
3. AMENDMENTS TO ARTICLE II ("THE CREDITS").
(a) Section 2.1 ("Revolving Commitment") of the Credit Agreement
is hereby amended by deleting said Section 2.1 in its entirety and substituting
in lieu thereof the following Section 2.1:
2.1. REVOLVING COMMITMENT. From and including the Closing
Date and prior to the Facility Termination Date, each Lender severally
agrees, on the terms and conditions set forth in this Agreement, to
make Loans to the Borrower from time to time; provided, however, that
upon giving effect to each such Loan, such Lender's Outstanding Credit
Exposure shall not exceed such Lender's Revolving Commitment; and
provided further, that upon giving effect to each Loan, the Aggregate
Outstanding Credit Exposure shall not exceed the lesser of (i) the
Aggregate Revolving Commitment, (ii) the Borrowing Base as calculated
pursuant to the most recent Borrowing Base Certificate delivered by
the Borrower hereunder, and (iii) during the period from the Amendment
No. 2 Effective Date through the date of delivery of the first
Borrowing Base Certificate pursuant to Section 6.1(xi), $70,000,000.
Subject to the terms of this Agreement, the Borrower may borrow, repay
and reborrow at any time prior to the Facility Termination Date. The
Revolving Commitments to lend hereunder shall expire on the Facility
Termination Date.
(b) Section 2.2 ("Required Payments; Termination") of the Credit
Agreement is hereby amended by deleting said Section 2.2 in its entirety and
substituting in lieu thereof the following Section 2.2:
2.2. REQUIRED PAYMENTS; TERMINATION. Any outstanding
Advances and Swing Line Loans and all other unpaid Obligations shall be paid in
full by the Borrower on the Facility Termination Date. If at any time prior to
the Facility Termination Date the aggregate principal amount of the outstanding
Advances and Swing Line Loans plus the Aggregate Outstanding LC Exposure
exceeds the lesser of (i) the Aggregate Revolving Commitment, and (ii) the
Borrowing Base as calculated pursuant to the most recent Borrowing Base
Certificate delivered by the Borrower hereunder, the Borrower agrees to pay at
such time a principal amount of such outstanding Advances and/or Swing Line
Loans (together with interest thereon and any applicable funding
indemnification amounts required by Section 3.4) not less than such excess
amount. In addition, not later than the third Business Day following the
occurrence, consummation or completion of each Mandatory Prepayment Event, the
Borrower shall pay to the Lenders an amount
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equal to the Net Sale Proceeds received in respect of such Mandatory Prepayment
Event in excess of the $500,000 amount described in clause (ii) of the
definition of "Mandatory Prepayment Event" as set forth herein, other than any
portion of such Net Sale Proceeds not to exceed ten percent (10%) thereof that
is received in a form other than cash or cash equivalents, which amount shall
be used to prepay principal amounts outstanding under the Loans. If any portion
of such Net Sale Proceeds is received in a form other than cash or cash
equivalents, then the Borrower shall promptly pay to the Lenders all cash and
cash equivalents subsequently received as payment or satisfaction in respect of
such portion of such Net Sale Proceeds.
(c) Section 2.19 ("Facility LCs") of the Credit Agreement is
hereby amended by deleting clause (ii) contained in the first sentence of
paragraph (a) of Section 2.19 and substituting in lieu thereof the following
clause (ii):
(ii) the Aggregate Outstanding Credit Exposure shall not
exceed the lesser of (x) the Aggregate Revolving Commitment, and (y)
the Borrowing Base as calculated pursuant to the most recent Borrowing
Base Certificate delivered by the Borrower hereunder;
(d) Section 2.21 ("Increase in Commitments") of the Credit
Agreement is hereby amended by deleting said Section 2.21 in its entirety and
substituting in lieu thereof the following Section 2.21:
2.21. DECREASES IN COMMITMENTS.
(a) On the Amendment No. 2 Effective Date, the Aggregate
Revolving Commitment shall be decreased from $125,000,000 to
$100,000,000. After giving effect to the foregoing, the Revolving
Commitments and the Percentages of the Lenders shall be as set forth
on the signature pages for such Lenders attached to Amendment No. 2.
(b) If the Borrower has been required to make a prepayment
to the Lenders in connection with any Mandatory Prepayment Event as
provided in the last sentence of Section 2.2 hereof, the Aggregate
Revolving Commitment as in effect immediately prior to such Mandatory
Prepayment Event shall be automatically and permanently decreased by
an amount equal to the principal amount required to be paid by the
Borrower pursuant to Section 2.2.
(c) In the event the Borrower and its Subsidiaries
consummate a securitization or secured financing facility for accounts
receivable, as approved by all of the Lenders pursuant to the terms
hereof, on the date of consummation of such securitization or secured
financing facility the Aggregate Revolving Commitment shall be
automatically and permanently decreased by an amount equal to the
maximum aggregate principal amount that may initially be paid or
loaned to the Borrower and its Subsidiaries under such securitization
or secured financing facility for all such accounts receivable and
recovered from all such accounts receivable, and on the date of any
subsequent increase
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in the maximum principal amount of accounts receivable that may be so
purchased or pledged as collateral pursuant to such securitization or
secured financing facility, the Aggregate Revolving Commitment shall
be automatically and permanently decreased by the net increase in such
aggregate principal amount that may be paid or loaned against such
accounts receivable at any time outstanding.
(d) The Borrower's obligations to pay the principal of, and
interest on, all Loans shall be evidenced by the records of the Agent
and each Lender and, if such Lender has received a Note executed by
the Borrower pursuant to Section 2.13, 4.1, 4.3, or 4.4, by such Note
payable to such Lender completed in conformity with this Agreement.
(e) From and after the Amendment No. 2 Effective Date, all
references in this Agreement to the Revolving Commitments shall be
deemed to mean the Revolving Commitments as decreased by this Section
2.21 (subject, however, to subsequent decreases from time to time as a
result of any other reductions thereof pursuant to the provisions of
this Agreement).
4. AMENDMENT TO ARTICLE IV "CONDITIONS PRECEDENT"). Article IV of the
Credit Agreement is hereby amended by adding a new Section 4.4 thereto as
follows:
4.4. EFFECTIVENESS OF AMENDMENT NO. 2. Amendment No. 2 shall
not become effective until all of the following conditions and
requirements have been satisfied and performed:
(a) The Borrower shall have furnished to the Agent the
following, all in form and substance satisfactory to the Agent and the
Lenders, with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of
incorporation, certificate of limited
partnership, articles of organization, or
similar organizational documents of each Loan
Party, together with all amendments thereto,
and a certificate of good standing, each
certified by the appropriate governmental
officer in its jurisdiction of organization for
such Loan Party.
(ii) Copies, certified by its Secretary or
Assistant Secretary or similar representative,
of each Loan Party's by-laws, partnership
agreement, operating or management agreement,
or similar organizational documents, and
resolutions of its board of directors,
managers, or similar officials, authorizing the
execution of Amendment No. 2 Credit Documents
to which each such Loan Party is a party.
(iii) An incumbency certificate, executed by the
Secretary or Assistant Secretary or similar
representative of each Loan Party, which shall
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identify by name and title and bear the
signatures of the authorized officers and any
other representative of such Loan Party
authorized to sign the Amendment No. 2 Credit
Documents to which such Loan Party is a party,
upon which certificate the Agent and the
Lenders shall be entitled to rely until
informed of any change in writing by such Loan
Party.
(iv) A certificate, signed by the Chief Financial
Officer of the Borrower, stating that on the
Amendment No. 2 Effective Date (A) no Default
or Unmatured Default has occurred and is
continuing, (B) the representations and
warranties set forth in Amendment No. 2 and the
other Amendment No. 2 Credit Documents are true
and correct in all material respects, and (C)
all conditions and requirements set forth in
this Section 4.4 have been satisfied and
performed or waived in writing by the Required
Lenders.
(v) A written opinion of counsel for the Loan
Parties, addressed to the Lenders in
substantially the form of Exhibit P attached to
Amendment No. 2.
(vi) Any Notes requested by Lenders pursuant to
Section 2.13 payable to the order of such
requesting Lenders.
(vii) The Borrower Security Agreement duly executed
by an Authorized Officer of the Borrower,
Uniform Commercial Code financing statements
naming the Borrower as "debtor" and the Agent,
for the ratable benefit of the Lenders, as the
"secured party" and covering the "Collateral"
(as defined in the Borrower Security
Agreement), evidencing a first priority pledge
of and security interest in such "Collateral."
(viii) The Subsidiary Security Agreement, duly
executed by an authorized officer or other
representative of each Subsidiary, together
with Uniform Commercial Code financing
statements naming each Subsidiary as "debtor"
and the Agent, for the ratable benefit of the
Lenders, as the "secured party" and covering
the "Collateral" (as defined in the Subsidiary
Security Agreement), evidencing a first
priority pledge of and security interest in
such "Collateral", other than any such
financing statements that the Borrower and the
Agent have agreed in writing may be delivered
after the Amendment No. 2 Effective Date
pursuant to Section 6.25.
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(ix) The Perfection Certificates duly executed by
the authorized officers or other
representatives of the Borrower and the
Subsidiaries.
(x) Examination reports from the Uniform
Commercial Code, federal tax lien, and judgment
lien records of each of the jurisdictions
indicated on the Perfection Certificate, in
each case showing no outstanding liens or
security interests granted by any Loan Party,
other than (1) Liens permitted by Section 6.14,
and (2) Liens in favor of the Agent.
(xi) Landlord and customer lien waivers with respect
to any Inventory of the Borrower or any
Subsidiary in the possession or control of a
Person other than the Borrower or such
Subsidiary, and any other documentation
requested by the Agent in order to assure the
perfection of a first priority lien in the
Collateral described in the Borrower Security
Agreement and Subsidiary Security Agreement in
favor of the Agent for the ratable benefit of
the Lenders, other than any such lien waivers
or other documentation that the Borrower and
the Agent have agreed in writing may be
delivered subsequent to the Amendment No. 2
Effective Date pursuant to Section 6.25.
(xii) Copies of all documents and instruments,
including all consents, authorizations and
filings, required or advisable by any material
contractual obligation of any Loan Party in
connection with the execution, delivery,
performance, validity or enforceability of the
Amendment No. 2 Credit Documents, and such
consents, authorizations, and filings shall be
full force and effect.
(xiii) Such other documents, opinions, certificates
and agreements as the Agent may reasonably
request.
(b) The Borrower shall have paid to the Agent for the
benefit of the respective Lenders the full amount of the Amendment No.
2 Fees.
(c) Amendment No. 2 shall have been executed and delivered
by the Borrower, the Required Lenders, the Agent and LC Issuer, and
the Acknowledgment and Agreement of Guarantors attached to Amendment
No. 2 shall have been executed and delivered by all Domestic Active
Subsidiaries.
(d) Since September 30, 1999, there shall have been no
change in the business, Property, prospects, condition (financial or
otherwise) or results of operations of the Borrower and its
Subsidiaries which could reasonably be expected to have a Material
Adverse Effect.
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5. AMENDMENTS TO ARTICLE VI ("COVENANTS").
(a) Section 6.1 ("Financial Reporting") of the Credit Agreement is
hereby amended by adding new clauses (xi) and (xii) to the end of said Section
6.1 as follows:
(xi) Within 30 days after the end of each fiscal month, the
Borrower shall deliver to the Agent and to each Lender,
commencing January 30, 2000, a Borrowing Base
Certificate as of the end of such fiscal month,
specifically setting forth on the schedules attached
thereto (1) the amount of Inventory owned by the
Borrower and the Subsidiaries that are parties to the
Subsidiary Security Agreement, (2) the amount of
Eligible Inventory and the Eligible Receivables of the
Borrower and such Subsidiaries as of the end of such
fiscal month, and (3) the amount, by Collateral
Location, of any rent or other payments for storage of
Inventory that are past due by more than ten (10) days.
(xii) Within 20 days after request of the Agent or any Lender
(which request, in the absence of an Unmatured Default
or Default, shall not be made more than four (4) times
in any one fiscal year), the Borrower shall deliver to
the Agent and to any Lender requesting the same, in
form acceptable to the Agent, a detailed aged trial
balance of all Receivables existing as of the day of
the preceding fiscal month, specifying the names,
addresses, face value, dates of invoices and due dates
for each Account Debtor obligated on a Receivable so
listed and all other information necessary to calculate
Eligible Receivables as of such last day of the
preceding fiscal month and, upon the Agent's request
therefor, copies of proof of delivery and the original
copy of all documents, including without limitation,
repayment histories and present status reports relating
to the Receivables so scheduled and such other matters
and information relating to the status of the then
existing Receivables as the Agent shall reasonably
request.
(b) Section 6.8 ("Maintenance of Properties") of the Credit
Agreement is hereby amended by deleting said Section 6.8 in its entirety and
substituting in lieu thereof the following Section 6.8:
6.8. MAINTENANCE OF PROPERTIES; PAYMENT OF RENTS AND STORAGE
COSTS. The Borrower will, and will cause each Subsidiary to (i) do all
things necessary to maintain, preserve, protect and keep its Property
in good repair, working order and condition, and make all necessary
and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all
times, and (ii) promptly pay when due all rents and other amounts due
for storage of Inventory at all
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Collateral Locations and any other locations not owned by the Borrower
or any Subsidiary where any of the Inventory may be stored or
maintained.
(c) Section 6.9 ("Inspection") of the Credit Agreement is hereby
amended by deleting said Section 6.9 in its entirety and substituting in lieu
thereof the following Section 6.9:
6.9. INSPECTION. The Borrower will, and will cause each
Subsidiary to, permit the Agent and the Lenders, by their respective
representatives and agents, to conduct field audits and surveys of any
and all Collateral, wherever located, to inspect any and all other
Property of the Borrower and each Subsidiary, to inspect, examine, and
make copies of the books and financial records of the Borrower and
each Subsidiary, and to discuss the affairs, finances and accounts of
the Borrower and each Subsidiary with, and to be advised as to the
same by, their respective officers at such reasonable times and
intervals as the Agent or any Lender may designate. The Borrower shall
pay for each field audit of Collateral performed by the Agent pursuant
to this Section 6.9 at the Agent's customary audit fees and expenses;
provided, however, that the Borrower shall not be obligated to pay for
more than three (3) such audits in any one fiscal year so long as no
Default exists.
(d) Section 6.10 ("Indebtedness") of the Credit Agreement is
hereby amended by deleting clauses (ii), (iii) and (v) thereof in their
entirety, and substituting in lieu thereof the following clauses (ii), (iii)
and (v) respectively:
(ii) Indebtedness existing on the Amendment No. 2
Effective Date and described in Schedule 6.10.
(iii) Indebtedness arising or deemed to arise in respect of
a securitization or secured financing facility for accounts receivable
of the Borrower and its Subsidiaries, provided that such facility is
approved by all of the Lenders.
. . . .
(v) Indebtedness not described in clause (ii) above (A)
incurred or assumed for the purpose of financing or refinancing all or
any part of the cost of acquiring or constructing any specific fixed
asset, or (B) owing by any Subsidiary at the time such Subsidiary is
acquired by the Borrower or merged into or consolidated with the
Borrower or another Subsidiary, so long as such Indebtedness was not
incurred in contemplation of such acquisition, merger or
consolidation; provided that the sum of all Indebtedness described in
this clause (v), together with all Indebtedness secured by Liens
permitted pursuant to Section 6.14(vii) and the amount of the
transactions permitted pursuant to Section 6.17(C) (but without
duplication of such amounts), does not exceed an amount equal to
$10,000,000.
(e) Section 6.12 ("Sale of Assets") of the Credit Agreement is
hereby amended by deleting clause (iv) thereof in its entirety and substituting
in lieu thereof the following clause (iv):
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(iv) The UTF Sales-Leaseback and other sales, leases and
other dispositions of its Property that, together with all other
Property of the Borrower and its Subsidiaries previously leased, sold
or disposed of (other than as provided in clauses (i) through (iii)
above) as permitted by this Section, (x) during any 12-month period
ending on or before December 31, 1999, do not constitute a Substantial
Portion of the Property of the Borrower and its Subsidiaries, or (y)
at any time after December 31, 1999, do not have an aggregate book
value in excess of $5,000,000 (excluding the Property sold in the UTF
Sale-Leaseback and the ERP Sale-Leaseback).
(f) Section 6.14 ("Liens") of the Credit Agreement is hereby
amended by deleting clauses (v) and (vii) in their entirety and substituting in
lieu thereof the following clauses (v) and (vii) as follows:
(v) Liens existing on the Amendment No. 2 Effective Date
and described in Schedule 6.14.
. . . .
(vii) Any Lien not described in clause (v) above and
existing on any specific fixed asset (A) of any Person at the time
such Person becomes a Subsidiary of the Borrower and not created in
contemplation of such event, (B) securing Indebtedness incurred or
assumed for the purpose of financing or refinancing all or any part of
the cost of acquiring or constructing such asset, where such
acquisition is not in connection with the purchase of all or
substantially all of the assets of a Person, (C) of any Person
existing at the time such Person is merged or consolidated with or
into the Borrower or any of its Subsidiaries and not created in
contemplation of such event, and (D) prior to the acquisition of such
asset by the Borrower or any of its Subsidiaries and not created in
contemplation of such acquisition; provided that the Indebtedness
secured by all such Liens described in this clause (vii), (x) is
otherwise permitted by Section 6.10, and (y) when taken together with
all Indebtedness described in Section 6.10(v) and the amount of the
transactions permitted pursuant to Section 6.17(C) (but without
duplication of such amounts), does not exceed $10,000,000.
(g) Section 6.17 ("SALE AND LEASEBACK TRANSACTIONS AND OTHER
OFF-BALANCE SHEET LIABILITIES") of the Credit Agreement is hereby amended by
deleting said Section 6.17 in its entirety and substituting in lieu thereof the
following Section 6.17:
Section 6.17. SALE AND LEASEBACK TRANSACTIONS AND OTHER
OFF-BALANCE SHEET LIABILITIES. The Borrower will not, nor will it
permit any Subsidiary to, enter into or suffer to exist (i) any Sale
and Leaseback Transaction, or (ii) any other transaction pursuant to
which it incurs or has incurred Off-Balance Sheet Liabilities, except
for (A) Rate Hedging Obligations or other interest rate or foreign
currency swap contracts entered into in the ordinary course of
business and not for speculative purposes, (B) the UTF Sale-Leaseback,
and (C) "synthetic lease" transactions entered into by the Borrower
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or any of its Subsidiaries for the acquisition or construction of
office, distribution or other facilities to be used by the Borrower or
its Subsidiaries, provided that the aggregate value (measured at the
higher of book value and fair market value at the time of such
transaction as determined in good faith by the Board of Directors of
the Borrower) of the assets that are the subject of such transactions
described in this clause (C), taken together with the total amount of
Indebtedness permitted pursuant to Section 6.10(v) and Section
6.14(vii) (but without duplication of such amounts), does not exceed
$10,000,000.
(h) Section 6.19 ("Financial Covenants") of the Credit Agreement
is hereby amended by deleting subsection 6.19.1 ("Coverage Ratio") and
subsection 6.19.2 ("Debt to Cash Flow Ratio") and substituting in lieu thereof
the following subsection 6.19.1 and subsection 6.19.2:
6.19.1. COVERAGE RATIO. The Borrower will not permit the
ratio, determined as of the end of each of its fiscal quarters for the
then most-recently ended four fiscal quarters, of (i) Consolidated
EBITDA plus Consolidated Rentals to (ii) Consolidated Interest Expense
plus Consolidated Rentals, to be less than (x) 2.50 to 1,00 for any
fiscal quarter of the Borrower ending on or before June 30, 1999, (y)
2.40 to 1.00 for the fiscal quarter of the Borrower ending September
30, 1999, or (z) 1.70 to 1.00 for any subsequent fiscal quarter of the
Borrower.
6.19.2. DEBT TO CASH FLOW RATIO. The Borrower will not permit
the ratio, determined as of the end of each of its fiscal quarters, of
(i) Consolidated Indebtedness to (ii) Adjusted Consolidated EBITDA for
the then most-recently ended four fiscal quarters, to be greater than
(A) 3.25 to 1.00 for any fiscal quarter of the Borrower ending on or
before September 30, 1999, (B) 4.00 to 1.00 for the fiscal quarters of
the Borrower ending December 31, 1999, March 31, 2000, and June 30,
2000, (C) 3.75 to 1.00 for the fiscal quarters of the Borrower ending
September 30, 2000 and thereafter.
(i) Article VI ("Covenants") of the Credit Agreement is hereby
amended by adding a new Section 6.25 to Article VI as follows:
6.25. AMENDMENT NO. 2 POST-EFFECTIVE DATE REQUIREMENTS. The
Borrower (i) will deliver to the Agent not later than fifteen (15)
days after the Amendment No. 2 Effective Date, the Uniform Commercial
Code financing statements that the Borrower and the Agent, pursuant to
Section 4.4(a)(viii), have agreed may be delivered to the Agent
subsequent to the Amendment No. 2 Effective Date, (ii) will cause to
be delivered to the Agent not later than forty-five (45) days after
the Amendment No. 2 Effective Date a supplemental opinion of counsel
to the Borrower and the Subsidiaries as to the perfection of the
security interests in that portion of the "Collateral" described in
the Security Agreements that may be perfected by filing of UCC
financing statements outside the State of Georgia (which opinion may
be furnished on the basis of such counsel's review of statutory
compilations from such other states, regardless of whether such
counsel is admitted to practice law in such states), and (iii) will
use its best efforts to obtain, and will deliver to the Agent not
later than forty-five (45) days after the Amendment No. 2 Effective
Date all such documents so obtained, the landlord and
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customer lien waivers and other documentation that the Borrower and
the Agent, pursuant to Section 4.4(a)(xii), have agreed may be
obtained by the Borrower on such a "best efforts" basis and delivered
to the Agent subsequent to the Amendment No. 2 Effective Date.
6. AMENDMENTS TO ARTICLE X ("THE AGENT"). Section 10.16 ("Collateral
Releases") of the Credit Agreement is hereby amended by deleting the
cross-reference in Section 10.16 to "Section 8.2" and substituting in lieu
thereof a cross-reference to "Section 8.3."
7. AMENDMENTS TO SCHEDULES 5.7, 5.8, 6.10, 6.13, AND 6.14. Schedules 5.8,
6.10 and 6.14 attached to the Credit Agreement are hereby amended by deleting
said Schedules in their entirety and substituting in lieu thereof Schedules
5.7, 5.8, 6.10, 6.13, and 6.14 as attached to this Amendment.
8. REPRESENTATIONS AND WARRANTIES. In order to induce the Lenders and the
Agent and LC Issuer to enter into this Amendment, the Borrower represents and
warrants to the Lenders and the Agent and LC Issuer as follows:
(a) All representations and warranties set forth in the Credit
Agreement, as amended by this Amendment, are true and correct in all material
respects with the same effect as though such representations and warranties had
been made on and as of the date of this Amendment, except to the extent that
such representations and warranties are expressly made with respect to a
specific date, in which case such representations and warranties are true and
correct in all material respects as of such specific date.
(b) No Default or Unmatured Default has occurred and is continuing
on the date hereof. Since September 30, 1999, there has been no change in the
business, property, prospects, condition (financial or otherwise) or results of
operations of the Borrower and its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect.
(c) Each of the Borrower and the other Loan Parties has the
organizational power and authority to make, deliver and perform their
respective obligations under this Amendment and has taken all necessary
organizational action to authorize the execution, delivery and performance of
this Amendment. No consent or authorization of, or filing with, any Person
(including, without limitation, any governmental authority), is required in
connection with the execution, delivery or performance by the Borrower or any
such other Loan Party, or the validity or enforceability against the Borrower
or any such other Loan Party, of this Amendment, other than such consents,
authorizations or filings which have been made or obtained.
(d) This Amendment has been duly executed and delivered by the
Borrower and the other Loan Parties, as applicable, and this Amendment
constitutes the legal, valid and binding obligation of the Borrower and such
other Loan Parties, respectively, enforceable against the Borrower and such
other Loan Parties in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or other similar
laws affecting the enforcement of creditors' rights generally and by general
principles of equity. The execution,
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delivery and performance by the Borrower and such other Loan Parties of this
Amendment will not violate any applicable legal requirements or cause a breach
or default under any of their respective contractual obligations.
(e) The Borrower acknowledges and agrees that there are no
defenses, claims, counterclaims, or rights of setoff in its favor against any
Lender or the Agent or LC Issuer with regard to any of the obligations and
liabilities of the Borrower or any of its Subsidiaries under the terms of the
Credit Agreement, the other Credit Documents, or this Amendment.
9. REFERENCES TO AGREEMENT. On and after the Amendment No. 2 Effective
Date, each and every reference in the Credit Documents to the Credit Agreement
shall be deemed to refer to and mean the Credit Agreement as amended by this
Amendment. The parties further confirm and agree that (i) except as expressly
amended herein, the Credit Agreement remains in full force and effect in
accordance with its terms, and (ii) except as expressly amended or supplemented
by this Amendment, all other Credit Documents remain in full force and effect
in accordance with their respective terms.
10. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Agent in connection with the preparation,
execution and delivery of this Amendment and the other Amendment No. 2 Credit
Documents, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Agent with respect thereto and with respect to
advising the Agent as to its rights and responsibilities hereunder and
thereunder. In addition, the Borrower shall pay any and all stamp and other
taxes payable or determined to be payable in connection with the execution and
delivery of this Amendment and the other Amendment No. 2 Credit Documents, and
agrees to save the Agent and each Lender harmless from and against any and all
liabilities with respect to or resulting from any delay in paying such taxes.
11. GOVERNING LAW. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Georgia.
12. ENTIRE UNDERSTANDING. This Amendment sets forth the entire
understanding of the parties with respect to the matters set forth herein, and
shall supersede any prior negotiations, commitment letters, or agreements,
whether written or oral, with respect to such matters.
13. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts and may
be delivered by telecopier. Each counterpart so executed and delivered shall be
deemed an original and all of which taken together shall constitute but one and
the same instrument.
14. NO WAIVER. The Borrower agrees that nothing herein shall constitute a
waiver by the Lenders of any Default or Unmatured Default, whether known or
unknown, which may exist under the Credit Agreement.
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15. AMENDMENT NO. 2 EFFECTIVE DATE. This Amendment shall become effective
as of December 31, 1999 (the "Amendment No. 2 Effective Date") when this
Amendment shall have been executed and delivered by the Borrower, the Required
Lenders, and the Agent, and the other conditions set forth in Section 4.4 have
been satisfied.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
through their authorized officers as of the date first above written.
INDUSTRIAL DISTRIBUTION GROUP, INC.
By:
-----------------------------
Title:
--------------------------
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BANK ONE, NA
(Formerly The First National Bank of Chicago),
Individually and as Agent
By:
-------------------------------------
Title:
---------------------------------
REVOLVING COMMITMENT: $24,000,000
PERCENTAGE: 24.00%
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BANK OF AMERICA, N.A.
(Formerly Bank of America National Trust and
Savings Association),
Individually and as Co-Agent
By:
------------------------------------
Title:
------------------------------------
REVOLVING COMMITMENT: $19,000,000
PERCENTAGE: 19.00%
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FIRST UNION NATIONAL BANK,
Individually and as Co-Agent
By:
-----------------------------------
Title:
-------------------------------
REVOLVING COMMITMENT: $19,000,000
PERCENTAGE: 19.00%
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FLEET NATIONAL BANK
By:
---------------------------------
Title:
----------------------------
REVOLVING COMMITMENT: $16,000,000
PERCENTAGE: 16.00%
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WACHOVIA BANK, N.A.
By:
---------------------------------
Title:
---------------------------------
REVOLVING COMMITMENT: $14,000,000
PERCENTAGE: 14.00%
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COMPASS BANK
By:
--------------------------------
Title:
----------------------------
REVOLVING COMMITMENT: $8,000,000
PERCENTAGE: 8.00%
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ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTORS
Each of the undersigned (i) acknowledges receipt of the foregoing
Amendment No. 2 to Credit Agreement dated as of December 31, 1999 (the
"Amendment"), (ii) consents to the execution and delivery of the Amendment by
the parties thereto, and (iii) reaffirms all of its obligations and covenants
under the Subsidiary Guaranty and Subsidiary Pledge Agreement (all as defined
in the Credit Agreement and in effect as of the date hereof), and agrees that
none of such obligations and covenants shall be affected by the execution and
delivery of the Amendment, and that all of such obligations and covenants
remain in full force and effect on and after the date hereof. This
Acknowledgment and Reaffirmation may be executed in any number of counterparts
and by the 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 counterparts, taken together, shall constitute but one and the same
instrument.
Associated Suppliers, Inc.
Atlantic Industrial Supply Co., Inc.
Xxxxxx Xxxx Xxxxx, Inc.
B&J Industrial Supply Company
B&J Industrial Supply Company of Spokane
B&J Industrial Supply Company of Tacoma
Xxxxxx Bros., Inc.
Cardinal Machinery, Inc.
Xxxxxx Industrial Supplies, Inc.
The Distribution Group, Inc.
Dynamic Tool & Abrasives, Inc.
X. X. Xxxxxxxxxx Company
Xxxxxx Industrial Supplies, Inc.
IDG Real Properties, Inc.
Industrial & Tool Suppliers Limited Liability
Company
Industrial Distribution Group - California, Inc.
The Innovative Distributor Group, Inc.
X.X. Xxxxxxx Co.
X.X. Supply, Inc.
Mel's Industrial Supplies, Inc.
The New England Group Industrial Distributors, Inc.
Northern Tool & Supply, Inc.
Xxxxx & Xxxxxx, Inc.
Refco, Inc.
Xxxxxxx Industrial Supply Co.
Tri-Star Industrial Supply, Inc.
Xxxxxx Industries, Inc.
Wm. X. Xxxxxx & Company, Inc.
By:
------------------------------
Name:
Title:
