Exhibit 10.13
SECOND AMENDMENT
SECOND AMENDMENT, dated as of April 15, 1999 (this "AMENDMENT"), to
the Credit Agreement, dated as of June 9, 1998 (the "CREDIT AGREEMENT"), as
amended by the First Amendment dated as of August 21, 1998, each among U.S.
OFFICE PRODUCTS COMPANY, a Delaware corporation (the "BORROWER"), BLUE STAR
GROUP LIMITED, a New Zealand corporation ("BLUE STAR GROUP"), the several banks
and other financial institutions from time to time parties to the Credit
Agreement (the "LENDERS"), BANKERS TRUST COMPANY, a New York banking
corporation, as syndication agent (in such capacity, the "SYNDICATION AGENT"),
XXXXXXX XXXXX CAPITAL CORPORATION, a Delaware corporation, as documentation
agent for the Lenders hereunder (in such capacity, the "DOCUMENTATION AGENT"),
and THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative
agent for the Lenders hereunder (in such capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and
WHEREAS, the Borrower has requested, and upon the effectiveness of
this Amendment, the Lenders have agreed, that certain provisions of the Credit
Agreement be amended or waived upon the terms and conditions set forth below;
and
WHEREAS, in consideration of the amendments provided for herein, the
Borrower is willing, among other things, to reduce the Multi-Draw Term Loan
Commitments by $150,000,000 as provided for herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
Unless otherwise indicated, all Schedule, Section and subsection references are
to the Credit Agreement.
SECTION 2. DEFINED TERMS. Subsection 1.1 is hereby amended by (a)
adding the following new definition thereto:
A>ADDITIONAL EQUITY INVESTMENT=: the purchase by the Equity Investors
and/or their Affiliates, upon or after the effectiveness of the Second
Amendment to this Agreement, dated as of April 15, 1999, of equity
securities of the Borrower resulting in the payment to the Borrower of
gross cash proceeds of at least $50,000,000.; and proxyment to equal; and
(b) adding the following language after the parenthetical in clause
(g) of the definition of AConsolidated EBITDA:
A, including, without limitation, any non-recurring charges, (i)
incurred during fiscal years 1999, 2000 and 2001 of the Borrower, up
to an aggregate amount in fiscal year 1999 not to exceed $5,000,000
and in each of fiscal years 2000 and 2001 not to exceed $15,000,000,
as a result of the out-of-pocket costs and expenses paid to third
party consultants in connection with the restructuring of the Borrower
and (ii) incurred during fiscal years 1999, 2000 and 2001 of the
Borrower, up to an aggregate amount not to exceed $9,000,000, as a
result of cash contributions to Mail Boxes Etc. to finance the
acquisition, implementation and start-up operation of tracking,
communications and data systems to support the Mail Boxes Etc.
franchisees and headquarters operations
;PROVIDED, HOWEVER, that the foregoing amendment shall not be effective with
respect to any determination of the Leverage Ratio for use in computing the
Applicable Margin.
SECTION 3. AMENDMENT TO SUBSECTION 8.1(A). Subsection 8.1(a) is hereby
amended by (a) deleting the portion of the table appearing therein beginning
with the first quarter indicated below in its entirety and (b) substituting in
lieu thereof the following table:
TEST PERIOD RATIO
First day of the fourth quarter beginning
in January/February 1999 - second to
last day of the fourth quarter
ending in April 2000 1.15 to 1.00
Last day of the fourth quarter ending
in April 2000 - second to last day of the fourth
quarter ending in April 2001 1.25 to 1.00
Last day of the fourth quarter ending
in April 2001 - second to last day of the second
quarter ending in October 2001 1.50 to 1.00
Last day of the second quarter ending
in October 2001 - last day of the third
quarter ending in January 2002 2.25 to 1.00
First day of the fourth quarter beginning
in January/February 2002 - last day of the third
quarter ending in January 2005 2.50 to 1.00
Thereafter 2.75 to 1.00
; PROVIDED that, if the Additional Equity Investment is consummated on or prior
to September 30, 1999, subsection 8.1(a) shall be automatically further amended,
effective as of the date of consummation of the Additional Equity Investment, by
(a) deleting the portion of the table appearing therein beginning with the first
quarter indicated below in its entirety and (b) substituting in lieu thereof the
following table:
TEST PERIOD RATIO
Last day of the second quarter ending
in October 2001 - second to last day of the fourth
quarter ending in April 2002 1.50 to 1.00
Last day of the fourth quarter ending
in April 2002 - second to last day of the second
quarter ending in October 2002 1.70 to 1.00
Last day of the second quarter ending
in October 2002 - last day of the third
quarter ending in January 2005 2.50 to 1.00
Thereafter 2.75 to 1.00
SECTION 4. AMENDMENT TO SUBSECTION 8.1(b). Subsection 8.1(b) is hereby
amended by (a) deleting the portion of the table appearing therein beginning
with the first quarter indicated below in its entirety and (b) substituting in
lieu thereof the following table:
TEST PERIOD RATIO
First day of the fourth quarter beginning
in January/February 1999 - second to
last day of the fourth
quarter ending in April 2000 9.90 to 1.00
Last day of the fourth quarter ending
in April 2000 - second to last day of the fourth
quarter ending in April 2001 8.90 to 1.00
Last day of the fourth quarter ending
in April 2001 - second to last day of the first
quarter ending in July 2001 7.50 to 1.00
Last day of the first quarter ending
in July 2001 - second to last day of the second
quarter ending in October 2001 7.25 to 1.00
Last day of the second quarter ending
in October 2001 - last day of the third
quarter ending in January 2002 5.00 to 1.00
First day of the fourth quarter beginning
in January/February 2002 - last day of the third
quarter ending in January 2003 4.50 to 1.00
Thereafter 4.00 to 1.00
; PROVIDED that, if the Additional Equity Investment is consummated on or prior
to September 30, 1999, subsection 8.1(b) shall be automatically further amended,
as of the date of the consummation of the Additional Equity Investment, by (a)
deleting the portion of the table appearing therein beginning with the first
quarter indicated below in its entirety and (b) substituting in lieu thereof the
following table:
TEST PERIOD RATIO
Last day of the second quarter ending
in October 2001 - second to last day of the third
quarter ending in January 2002 7.25 to 1.00
Last day of the third quarter ending
in January 2002 - second to last day of the fourth
quarter ending in April 2002 6.75 to 1.00
Last day of the fourth quarter ending
in April 2002 - second to last day of the second
quarter ending in October 2002 6.25 to 1.00
Last day of the second quarter ending
in October 2002 - second to last day of the third
quarter ending in January 2003 4.50 to 1.00
Thereafter 4.00 to 1.00
SECTION 5. AMENDMENT TO SUBSECTION 8.2(n). Subsection 8.2(n)
is hereby amended by (a) deleting the reference to the amount "$25,000,000"
therein and (b) substituting in lieu thereof a reference to the amount
A$35,000,000.
SECTION 6. AMENDMENT OF SUBSECTION 8.6(G). Subsection 8.6(g) is hereby
amended by (a) deleting such subsection in its entirety and (b) substituting in
lieu thereof the following:
A(g) (i) in addition to sales or other Dispositions permitted by
paragraphs (ii) and (iii) of this paragraph (g), any sales or other
Dispositions by the Borrower or any of its Subsidiaries of any property the
Net Cash Proceeds of which do not exceed $20,000,000 in the aggregate per
annum and the non-cash portion of which does not exceed 25% (or 50% with
respect to sales or other Dispositions by the Borrower in fiscal years 2000
and 2001 of the Borrower, PROVIDED that the aggregate non-cash proceeds of
such sales or other Dispositions under this paragraph (i) and paragraph
(ii) of this paragraph (g) in excess of 25% shall not exceed $10,000,000 in
either such fiscal year) of the consideration therefor, PROVIDED that in
the case of any Asset Sale an amount equal to 100% of the Net Cash Proceeds
of such sale LESS the Reinvested Amount with respect thereto is applied in
accordance with subsection 4.4(c);
(ii) any sales or other Dispositions by the Borrower or any of its
Subsidiaries of any property in the 1999, 2000 or 2001 fiscal years of the
Borrower of which the non-cash portion of each of such sales or other
Dispositions does not exceed 25% (or 50% with respect to sales or other
Dispositions by the Borrower in fiscal years 2000 and 2001 of the Borrower,
PROVIDED that the aggregate non-cash proceeds of such sales or other
Dispositions under paragraph (i) of this paragraph (g) and this paragraph
(ii) in excess of 25% shall not exceed $10,000,000 in either such fiscal
year) of the consideration therefor, PROVIDED that in the case of any such
Asset Sale, an amount equal to 100% of the Net Cash Proceeds thereof
(without any deduction for any Reinvested Amount in respect thereof) is
applied in accordance with subsection 4.4(c); and
(iii) notwithstanding anything to the contrary set forth in paragraphs
(i) and (ii) above, any sale or other Disposition by the Borrower of any of
the assets set forth on Schedule 1 hereto, PROVIDED that the non-cash
portion of each of such sale or other Disposition does not exceed 50% of
the consideration therefor, and PROVIDED, FURTHER, that in the case of any
such Asset Sale, an amount equal to 100% of the Net Cash Proceeds thereof
(without any deduction for any Reinvested Amount in respect thereof) is
applied in accordance with subsection 4.4(c)
SECTION 7. AMENDMENT OF SUBSECTION 8.7(E). Subsection 8.7(e) is hereby
amended by adding to the beginning thereof the following: Aso long as the
Borrower would be in compliance with the covenants set forth in subsections
8.1(a) and 8.1(b) if the covenants were in the same form as they existed upon
the effectiveness of the First Amendment, dated as of August 21, 1999, to this
Agreement, and.
SECTION 8. AMENDMENT OF SUBSECTION 8.8. Subsection 8.8 is hereby
amended by (a) deleting the second proviso therein in its entirety and (b)
substituting in lieu thereof the following:
APROVIDED that (w) notwithstanding anything to the contrary set forth
above, (i) in fiscal year 1999 of the Borrower, the Borrower and its
consolidated Subsidiaries may make Capital Expenditures in an aggregate amount
not to exceed $55,000,000 and (ii) in each of fiscal years 2000 and 2001 of the
Borrower, the Borrower and its consolidated Subsidiaries may make Capital
Expenditures in an aggregate amount not to exceed $65,000,000, (x)
notwithstanding anything to the contrary set forth above, upon the consummation
of the Additional Equity Investment, (1) in fiscal year 2002 of the Borrower,
the Borrower and its consolidated Subsidiaries may make Capital Expenditures in
an aggregate amount not to exceed $65,000,000 and (2) the Borrower may make
additional Capital Expenditures (which may be made in any one fiscal year or
over more than one fiscal year) in an aggregate amount not to exceed an amount
equal to (A) the Net Cash Proceeds of the Additional Equity Investment MINUS (B)
the sum of (X) the aggregate amount of acquisitions made pursuant to subsection
8.10 in reliance upon such Net Cash Proceeds and (Y) the aggregate amount
expended by the Borrower to repurchase Senior Subordinated Notes, (y) 100% of
the unused amount of any Capital Expenditures permitted to be made during each
of fiscal years 1999, 2000 and 2001 and not made during such fiscal year may be
carried over and expended during the next succeeding fiscal year (and any amount
so carried over to be deemed the first amount applied and expended for Capital
Expenditures during such next succeeding fiscal year), and (z) 50% of the unused
amount of any Capital Expenditures permitted to be made during each subsequent
fiscal year and not made during such fiscal year may be carried over and
expended during the next succeeding fiscal year (and any amount so carried over
shall be deemed the first amount applied and expended for Capital Expenditures
during such next succeeding fiscal year)."
SECTION 9. AMENDMENT TO SUBSECTION 8.10. Subsection 8.10 is hereby
amended by (a) deleting each reference to the amounts A$25,000,000" and
A$50,000,000" therein, (b) substituting in lieu thereof a reference to
A$10,000,000" and (c) adding to the end of subsection 8.10 the following:
ANotwithstanding anything to the contrary contained herein, (i) during
fiscal years 2000 and 2001 of the Borrower the aggregate consideration
(excluding common equity) paid by the Borrower or any of its
Subsidiaries for any acquisition permitted hereunder, together with
the aggregate consideration (excluding common equity) paid by the
Borrower or any of its Subsidiaries for all such acquisitions during
such fiscal years shall not exceed $50,000,000 (PLUS, upon the
consummation of the Additional Equity Investment, an aggregate amount
not to exceed an amount equal to (a) the Net Cash Proceeds of the
Additional Equity Investment MINUS (b) the sum of (x) the amount of
Capital Expenditures made pursuant to subsection 8.8 in reliance upon
the Net Cash Proceeds of the Additional Equity Investment and (y) the
aggregate amount expended by the Borrower to repurchase Senior
Subordinated Notes) and (ii) if the Additional Equity Investment is
made, upon the consummation of the Additional Equity Investment,
during fiscal year 2002 of the Borrower the
aggregate consideration (excluding common equity) paid by the Borrower
or any of its Subsidiaries for any acquisition permitted hereunder,
together with the aggregate consideration (excluding common equity)
paid by the Borrower or any of its Subsidiaries for all such
acquisitions during such fiscal year, shall not exceed $40,000,000
(PLUS, an aggregate amount not to exceed an amount equal to (a) the
Net Cash Proceeds of the Additional Equity Investment MINUS (b) the
sum of (x) the amount of Capital Expenditures made pursuant to
subsection 8.8 in reliance upon the Net Cash Proceeds of the
Additional Equity Investment and (y) the aggregate amount expended by
the Borrower to repurchase Senior Subordinated Notes PLUS (c) any
amount permitted to be used for such acquisitions in fiscal years 2000
and 2001 and not so used)
SECTION 10. WAIVER OF SUBSECTION 8.17. Subsection 8.17 is hereby
waived to permit the Borrower to use the Net Cash Proceeds of the Additional
Equity Investment to repurchase the Senior Subordinated Notes for an aggregate
purchase price not to exceed the amount equal to (A) the Net Cash Proceeds of
the Additional Equity Investment MINUS (B) the sum of (x) the aggregate amount
of acquisitions made pursuant to subsection 8.10 in reliance upon such Net Cash
Proceeds and (y) the aggregate amount of Capital Expenditures made pursuant to
subsection 8.8 in reliance upon such Net Cash Proceeds.
SECTION 11. REDUCTION OF MULTI-DRAW TERM LOAN COMMITMENTS. In
consideration of the execution and delivery of this Amendment by the Required
Basic Lenders, the Borrower, pursuant to subsection 2.11, hereby irrevocably and
unconditionally gives notice of a reduction, subject to and effective upon the
effectiveness of this Amendment (whether or not Section 10 hereof shall become
effective), in the Multi-Draw Term Loan Commitments by $150,000,000.
SECTION 12. REPRESENTATIONS AND WARRANTIES. After giving effect to
this Amendment, the Borrower hereby confirms, reaffirms and restates in all
material respects the representations and warranties set forth in Section 5 of
the Credit Agreement as if made on and as of the date hereof except for any
representation or warranty made as of the earlier date, which representation or
warranty shall have been true and correct in all material respects as of such
earlier date.
SECTION 13. CONDITIONS TO EFFECTIVENESS. (a) This Amendment (other
than Section 10 hereof) shall become effective upon (a) receipt by the
Administrative Agent of counterparts of this Amendment, duly executed and
delivered by (i) the Borrower and Blue Star Group and (ii) the Required Basic
Lenders and (b) receipt by the Administrative Agent from the Borrower for the
account of each Lender that duly executes and delivers this Amendment of
amendment fees equal to (x) 0.50% of the aggregate of such Lender=s Revolving
Credit Commitment, Multi-Draw Term Loan Commitment (after giving effect to the
reduction described in Section 11 above) and (y) 0.25% of such Lender=s Tranche
B Term Loans, if any (it being understood that the Borrower shall be under no
obligation to pay the fee referred to in this clause (y) to any Tranche B Term
Loan Lender executing this Amendment unless and until the
waiver set forth in Section 10 hereof shall become effective) ; PROVIDED, that
Section 10 hereof shall not become effective until consent by the Required
Lenders, whether such consent is granted pursuant to this Amendment or
otherwise, it being understood that each Lender which executes this Amendment is
so consenting with respect to such Lender=s Revolving Credit Commitment,
Multi-Draw Term Loan Commitment (before giving effect to the reduction described
in Section 11 above) and Tranche A Term Loans.
(b) Section 10 of this Amendment shall become effective, if at all,
simultaneously with (and not after) the effectiveness of the other provisions of
this Amendment upon the satisfaction of the conditions stated in paragraph (a)
above and the receipt by the Administrative Agent of counterparts of the Consent
to Section 10 of Second Amendment, dated as of the date hereof, duly executed
and delivered by (i) the Borrower and Blue Star Group and (ii) a sufficient
number of Tranche B Term Loan Lenders which, with the Basic Lenders executing
this Amendment, would constitute the Required Lenders, it being understood that
each Lender which executes this Amendment is so consenting with respect to such
Lender=s Revolving Credit Commitment, Multi-Draw Term Loan Commitment (before
giving effect to the reduction described in Section 11 above), Tranche A Term
Loans and Tranche B Term Loans.
SECTION 14. CONSUMMATION OF ADDITIONAL EQUITY INVESTMENT. Upon
consummation of the Additional Equity Investment, the Borrower shall deliver to
the Administrative Agent a certificate acknowledging such consummation duly
executed by a Responsible Officer of the Borrower.
SECTION 15. PAYMENT OF EXPENSES. The Borrower agrees to pay or
reimburse the Administrative Agent for all of its reasonable out-of-pocket costs
and expenses incurred in connection with this Amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.
SECTION 16. CONTINUING EFFECT OF CREDIT AGREEMENT. Except as expressly
amended herein, the Credit Agreement shall continue to be, and shall remain, in
full force and effect in accordance with its terms.
SECTION 17. GOVERNING LAW; COUNTERPARTS. THIS AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This
Amendment may be executed by the parties hereto in any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. The execution and delivery of this
Amendment by any Lender shall be binding upon each of its successors and assigns
(including Transferees of its commitments and Loans in whole or in part prior to
effectiveness hereof) and binding in respect of all of its commitments and
Loans, including any acquired subsequent to its execution and delivery hereof
and prior to the effectiveness hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
U.S. OFFICE PRODUCTS COMPANY
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------
Title: VP-Finance
BLUE STAR GROUP LIMITED
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Title: Director
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
BANKBOSTON, N.A., as a Lender
By /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: Managing Director
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Lender
By /s/ Xxxxxxx X. XxXxx
-------------------------------
Name: Xxxxxxx X. XxXxx
Title: Sr. Vice President
BANKERS TRUST COMPANY, as Syndication
Agent and as a Lender
By /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
BARCLAYS BANK PLC, as a Lender
By /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Director
BHF - BANK AKTIENGESELLSCHAFT, as a
Lender
By /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: VP
By /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: VP
BALANCED HIGH-YIELD FUND I LTD.
By: BHF-BANK AKTIENGESELLSCHAFT,
acting through its New York Branch,
as attorney-in-fact
By /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: VP
By /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: VP
CIBC, INC., as a Lender
By /s/ Xxxxx Xxxx
-------------------------------
Name: Xxxxx Xxxx
Title: Authorized Signatory
CITICORP USA, INC., as a Lender
By /s/ Xxxx X. Xxxxx
-------------------------------
Name: Xxxx X. Xxxxx
Title: Attorney-in-fact
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN, as a Lender
By /s/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
By /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: First Vice President
FIRST COMMERCIAL BANK, NEW YORK,
as a Lender
By /s/ Jia-Shyang Ou
-------------------------------
Name: Jia-Shyang Ou
Title: Deputy General Manager
FIRST UNION NATIONAL BANK, as a Lender
By /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Duly Authorized Signatory
XXXXXX FINANCIAL, INC., as a Lender
By /s/ Xxxxx X. Xxxx
-------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
HIBERNIA NATIONAL BANK, as a Lender
By /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
IMPERIAL BANK, A CALIFORNIA BANKING
CORPORATION, as a Lender
By /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
NATIONSBANK, N.A., as a Lender
By /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
NATIONAL CITY BANK, as a Lender
By /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
PNC BANK, N.A., as a Lender
By /s/ Xxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
FLEET BUSINESS CREDIT CORPORATION,
as a Lender
By /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
SOUTHERN PACIFIC BANK, as a Lender
By /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK, as a Lender
By /s/ Xxxxxx X. XxXxxxx
-------------------------------
Name: Xxxxxx X. XxXxxxx
Title: Vice President
THE MITSUBISHI TRUST & BANKING
CORPORATION, as a Lender
By /s/ Xxxxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
XXXXXXX XXXXX CAPITAL CORPORATION,
as Documentation Agent and as a Lender
By /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
Schedule 1
Permitted Sales or Dispositions
Affordable Interior Systems, Inc.
XxXxxxxxx=s, Inc.
Blue Star Technology Group
Mid-Continent Division of Rainen Business Interiors
