Exhibit 10.1
EXECUTION COPY
THIRD AMENDMENT
THIRD AMENDMENT, dated as of July 31, 2001 (this "Amendment"), to
the Credit Agreement, dated as of June 29, 2000 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among ACT
MANUFACTURING, INC., a Massachusetts corporation (the "Parent Borrower"), the
several banks and other financial institutions or entities from time to time
parties thereto (the "Lenders"), CREDIT SUISSE FIRST BOSTON, as syndication
agent (in such capacity, the "Syndication Agent"), SOCIETE GENERALE, as
documentation agent (in such capacity, the "Documentation Agent") and THE CHASE
MANHATTAN BANK, as administrative agent (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
Parent Borrower; and
WHEREAS, the Parent Borrower has requested, and, upon this Amendment
becoming effective, the Lenders have agreed, that certain provisions of the
Credit Agreement be modified in the manner provided for in this Amendment;
NOW THEREFORE, in consideration of the premises herein contained and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein which are defined in the Credit Agreement are used herein as therein
defined.
2. Amendments to Section 1 of the Credit Agreement. Section 1 of the
Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by adding
the following new definitions in the appropriate alphabetical order:
""Allowable Foreign Debt": Indebtedness of Foreign Subsidiaries,
other than Indebtedness already permitted by this Agreement, of up to
$25,000,000.
"Field Examination": as defined in Section 6.6.
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"Foreign Subsidiary Collateral Sublimit": the lesser of (A) the sum
of (x) 65% of the Qualified Accounts owed to any Foreign Subsidiary, (y)
35% of Qualified Inventory owned by any Foreign Subsidiary, and (z) 40% of
the appraised orderly liquidation value of Qualified Machinery and
Equipment owned by any Foreign Subsidiary; and (B) the lesser of (x)
$25,000,000 minus an amount (the "Reduction Amount") equal to $2,500,000
times the number of quarters that have begun since December 31, 2001 and
(y) $25,000,000 minus the amount of any outstanding Allowable Foreign
Debt; provided, however, that the Foreign Subsidiary Collateral Sublimit
shall be zero Dollars after March 31, 2003.
"Third Amendment Effective Date": the date on which the Third
Amendment, dated as of July 31,2001, to this Agreement became effective
in accordance with its terms."
(b) Section 1.1 of the Credit Agreement is hereby amended by
deleting the following definitions and substituting, in lieu thereof, the
following:
""Applicable Margin": (a) for Alternate Base Rate Loans, 2.50% per
annum, and (b) for Eurocurrency Loans, 3.50% per annum; provided, that, on
and after the date that the financial statements described in Section
6.1(b) for the quarterly period ending March 31, 2002 are delivered, the
Applicable Margin shall be determined pursuant to the Pricing Grid."
""Borrowing Base": the sum in United States Dollars of the following
determined as of the latest Borrowing Base Certificate delivered to the
Administrative Agent:
(a) the sum of:
(i) 80% of the aggregate amount of Qualified Accounts owed
to the Parent Borrower or any Domestic Subsidiary; plus
(ii) 50% of the aggregate amount of Qualified Inventory owned
by the Parent Borrower or any Domestic Subsidiary; plus
(iii) 80% of the appraised orderly liquidation value of
Qualified Machinery and Equipment owned by the Parent
Borrower or any Domestic Subsidiary; provided that,
after January 1, 2002, the amount shall be the lesser
of (i) 80% of the appraised orderly liquidation value of
Qualified Machinery and Equipment owned by the Parent
Borrower or any Domestic Subsidiary and (ii) $10,115,768
minus an amount equal to $168,596 times the number of
months that have begun since December 31, 2001; plus
(iv) the Foreign Subsidiary Collateral Sublimit;
minus
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(b) the sum of:
(i) the then outstanding principal balance of the Term
Loans; plus
(ii) the aggregate amount of the L/C Obligations; plus
(iii) the amount of any foreign exchange exposure; plus
(iv) the amount of the Borrowers' liability under any Hedge
Agreement;
in each case as calculated by the Administrative Agent from time to time;
provided, however, that the Administrative Agent, in its sole discretion,
may on reasonable prior written notice to the Borrowers redetermine the
Borrowing Base including, but not limited to, reducing the percentages of
Qualified Accounts, Qualified Inventory, Qualified Machinery and Equipment
included in the Borrowing Base."
"Facility": each of (a) the Term Commitments and the Term Loans made
thereunder (the "Term Facility") and (b) the US Dollar Revolving
Commitments and the extensions of credit made thereunder (the "US Dollar
Revolving Facility").
"Revolving Commitment": as to any Lender, such Lender's US Dollar
Revolving Commitments.
"Revolving Facility": the US Dollar Revolving Facility.
(c) Section 1.1 of the Credit Agreement is hereby amended by
deleting the following defined terms:
Calculation Date
Designated Foreign Currency
Dollar Equivalent
Exchange Rate
Multi-Currency
Multi-Currency Payment Agent
Multi-Currency Revolving Commitment
Multi-Currency Revolving Lender
Multi-Currency Revolving Loans
Multi-Currency Revolving Percentage
Total Multi-Currency Revolving Commitment
(d) Section 1.1 of the Credit Agreement is hereby amended by
deleting the last sentence of the definition of "US Dollar Revolving
Commitment".
3. Amendments to Section 2 of the Credit Agreement. Section 2 of the
Credit Agreement is hereby amended as follows:
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(a) Sections 2.4, 2.5 and 2.8 are hereby deleting in their entirety
and the following new sections are hereby substituted in lieu thereof:
"2.4 Revolving Commitments. (a) Subject to the terms and conditions
hereof, each US Dollar Revolving Lender severally agrees to make revolving
credit loans to the Parent Borrower and to the Subsidiary Borrower in US
Dollars ("US Dollar Revolving Loans") from time to time during the
Revolving Commitment Period in an aggregate principal amount at any one
time outstanding which, when added to such US Dollar Lender's Revolving
Percentage of the sum of the L/C Obligations then outstanding, does not
exceed the amount of such Lender's US Dollar Revolving Commitment (the
"Revolving Loans"). Notwithstanding the above, in no event shall any
Revolving Loan be made or Letter of Credit be issued, if, after giving
effect to such making or issuance and the use of proceeds thereof as
directed by the Parent Borrower or the Subsidiary Borrower, as the case
may be, the Total Revolving Extensions of Credit would exceed the lesser
of (i) the Total Revolving Commitments or (ii) the Borrowing Base as of
the date of the most recent Borrowing Base Certificate furnished to the
Administrative Agent pursuant to Section 5.1(m) or Section 6.2(f) hereof.
During the Revolving Commitment Period, the Borrowers may use the
Revolving Commitments by borrowing, prepaying the Revolving Loans in whole
or in part, and reborrowing, all in accordance with the terms and
conditions hereof. The Revolving Loans may from time to time be
Eurocurrency Loans or Alternate Base Rate Loans, as determined by the
Parent Borrower or the Subsidiary Borrower, as the case may be, and
notified to the Administrative Agent in accordance with Sections 2.5 and
2.10.
(b) The Borrowers shall repay all outstanding Revolving Loans on the
Revolving Termination Date. To the extent the Revolving Termination Date
extends beyond the maturity date of any subordinated debt of the Parent
Borrower existing on the date hereof, such Revolving Termination Date
shall be adjusted to be 90 days prior to the maturity date of such
subordinated debt.
(c) Up to an aggregate principal amount of $40,000,000 of the
Revolving Facility will be available for borrowings by the Subsidiary
Borrower.
2.5 Procedure for Revolving Loan Borrowing: Calculation of Borrowing
Base. (a) The Parent Borrower and the Subsidiary Borrower, as the case may
be, may borrow under the Revolving Commitments during the Revolving
Commitment Period on any Business Day, provided that such Borrower shall
give the Administrative Agent irrevocable notice (which notice must be
received by the Administrative Agent prior to 12:00 Noon, New York City
time, (a) three Business Days prior to the requested Borrowing Date, in
the case of Eurocurrency Loans, or (b) on the requested Borrowing Date, in
the case of Alternate Base Rate Loans), specifying (i) the amount and Type
of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and
(iii) in the case of Eurocurrency Loans, the amounts of each Loan and the
lengths of the initial Interest Period therefor. Any US Dollar Revolving
Loans made on the Initial Closing Date shall initially be Alternate Base
Rate Loans and, unless otherwise agreed by the Administrative
5
Agent in its sole discretion, no Revolving Loan may be made as, converted
into or continued as a Eurocurrency Loan having an Interest Period in
excess of one month prior to the date that is 60 days after the Initial
Closing Date. Each borrowing under the Revolving Commitments shall be in
an amount equal to (x) in the case of Alternate Base Rate Loans, $1 or a
whole multiple thereof and (y) in the case of Eurocurrency Loans,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon
receipt of any such notice from the Parent Borrower or the Subsidiary
Borrower, as the case maybe, the Administrative Agent shall promptly
notify each Revolving Lender thereof. Each US Dollar Revolving Lender will
make the amount of its pro rata share of each borrowing available to the
Administrative Agent for the account of such Borrower at the Funding
Office prior to 3:00 p.m., New York City time, on the Borrowing Date
requested by such Borrower in funds immediately available to the
Administrative Agent. Such borrowing will then be made available to such
Borrower by the Administrative Agent crediting the account of such
Borrower on the books of such office with the aggregate of the amounts
made available to the Administrative Agent by the US Dollar Revolving
Lenders and in like funds as received by the Administrative Agent.
(b) The Administrative Agent shall calculate from time to time the
amount of the Borrowing Base, based upon the most recent Borrowing Base
Certificate, and such amount shall be the "Borrowing Base" hereunder;
provided, however, that the Administrative Agent, in its sole reasonable
discretion, may on reasonable prior written notice to the Borrowers,
establish additional reserves against the Borrowing Base.
2.8 Optional Prepayments. Any Borrower may at any time and from time
to time prepay such Borrower's Loans, in whole or in part, without premium
or penalty, upon irrevocable notice of the amount of the Loan to be
prepaid and of the requested prepayment date delivered to the
Administrative Agent at least three Business Days prior thereto in the
case of Eurocurrency Loans and at least one Business Day prior thereto in
the case of Alternate Base Rate Loans, which notice shall specify the date
and amount of prepayment and whether the prepayment is of Eurocurrency
Loans or Alternate Base Rate Loans; provided, that if a Eurocurrency Loan
is prepaid on any day other than the last day of the Interest Period
applicable thereto, such Borrower shall also pay any amounts owing
pursuant to Section 2.18. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.
If any such notice is given, the amount specified in such notice shall be
due and payable on the date specified therein, together with (except in
the case of Revolving Loans that are Alternate Base Rate Loans) accrued
interest to such date on the amount prepaid. Optional prepayments of Term
Loans shall be applied to the installments thereof ratably in accordance
with the then outstanding amounts thereof and may not be reborrowed."
(b) Section 2.7 is hereby amended by deleting the following
language:
"and the Multi-Currency Payment Agent of terminations or reductions
of Non-Dollar-denominated Multi-Currency Revolving Commitments".
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(c) Section 2.9 is hereby amended by deleting section (c) in its
entirety and substituting the following in lieu thereof:
"(c) [Intentionally Omitted]".
(d) Section 2.15(a) is hereby amended (i) by deleting the language
"or Multi-Currency Revolving Percentages" and (ii) by deleting the comma after
the language "Term Percentages" and substituting the word "or" in lieu thereof.
(e) Section 2.15(d) is hereby amended by deleting the language "and,
if applicable, the Multi-Currency Payment Agent".
(f) Section 2.21 is hereby deleted in its entirety and following is
hereby substituted in lieu thereof:
"2.21 [Intentionally Omitted]".
4. Amendments to Section 6 of the Credit Agreement. Section 6 of the
Credit Agreement is hereby amended as follow:
(a) Section 6.2 is hereby amended by (i) deleting section (f)(ii)
in its entirety, (ii) deleting the period after section (g) and substituting ";
and" in lieu thereof and (iii) inserting the following new section in the
appropriate alphabetical order:
"(h) a Borrowing Base Certificate (in substantially the form of
Exhibit H annexed hereto) on the first day and fifteenth day of each month and
at such other times as the Administrative Agent may, in its sole discretion,
request."
(b) Section 6.6 is hereby deleted in its entirety and the following
Section 6.6 is hereby substituted in lieu thereof:
"6.6 Inspection of Property: Books and Records: Discussions. (a)
Keep proper books of records and account in which full, true and correct
entries in conformity with GAAP and all Requirements of Law shall be made
of all dealings and transactions in relation to its business and
activities and (b) permit representatives of any Lender to visit and
inspect any of its properties and examine and make abstracts from any of
its books and records (the "Field Examinations") at any reasonable time
during regular business hours upon reasonable prior notice and as often as
may reasonably be desired but in no event less frequently than three times
per year, and to discuss the business, operations, properties and
financial and other condition of the Parent Borrower and its Subsidiaries
with officers and employees of the Parent Borrower and its Subsidiaries
and with its independent certified public accountants; provided that,
beginning January 1, 2003, if no Event of Default has occurred and is
continuing, such Field Examinations shall be performed as often as may
reasonably be desired but in no event less frequently than two times per
year."
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(c) Section 6.11 is hereby deleted in its entirety and the following
Section 6.11 is hereby substituted in lieu thereof:
"6.11 Lock Box Operation; Cash Management. At all times cause
account debtors of the Parent Borrower to make all payments directly to
the Administrative Agent pursuant to the Lock Box Agreements, and with
respect to the Subsidiary Borrower, adopt and implement a cash management
system acceptable to the Administrative Agent. All money received from any
source shall be deposited into the Collateral Account, and applied against
the Revolving Loans."
(d) The following section is hereby inserted in the appropriate
order:
6.13 Designation of Chief Financial Officer. Designate a permanent
chief financial officer of the Parent Borrower by September 30, 2001."
5. Amendments to Section 7 of the Credit Agreement. Section 7 of the
Credit Agreement is hereby amended as follows:
(a) Section 7.1(a) of the Credit Agreement is hereby amended by
deleting the table contained therein and inserting the following table in lieu
thereof:
Consolidated
Fiscal Quarter Leverage Ratio
-------------- --------------
12/31/00 4.25:1.00
03/31/01 3.75:1.00
06/30/01 4.00:1.00
09/30/01 4.75:1.00
12/31/01 5.25:1.00
03/31/02 6.50:1.00
06/30/02 5.50:1.00
09/30/02 4.75:1.00
12/31/02 4.50:1.00
03/31/03 4.50:1.00
06/30/03 4.50:1.00
09/30/03 4.50:1.00
12/31/03 3.50:1.00
03/31/04 3.50:1.00
06/30/04 3.50:1.00
09/30/04 3.50:1.00
12/31/04 3.00:1.00
03/31/05 3.00:1.00
06/30/05 3.00:1.00
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(b) Section 7.1(b) of the Credit Agreement is hereby amended by
deleting the table contained therein and inserting the following table in
lieu thereof:
Consolidated
Senior Secured
Fiscal Quarter Leverage Ratio
-------------- --------------
12/31/00 3.00:1.00
03/31/01 2.75:1.00
06/30/01 3.00:1.00
09/30/01 3.50:1.00
12/31/01 3.75:1.00
03/31/02 4.75:1.00
06/30/02 4.25:1.00
09/30/02 3.50:1.00
12/31/02 3.25:1.00
03/31/03 3.25:1.00
06/30/03 3.25:1.00
09/30/03 3.25:1.00
12/31/03 2.75:1.00
03/31/04 2.75:1.00
06/30/04 2.75:1.00
09/30/04 2.75:1.00
12/31/04 2.00:1.00
03/31/05 2.00:1.00
06/30/05 2.00:1.00
(c) Section 7.1(c) of the Credit Agreement is hereby amended by
deleting the table contained therein and inserting the following table in
lieu thereof
Consolidated Fixed
Fiscal Quarter Charge Coverage Ratio
-------------- ---------------------
12/31/00 2.50:1.00
03/31/01 2.50:1.00
06/30/01 1.85:1.00
09/30/01 1.10:1.00
12/31/01 1.05:1.00
03/31/02 1.00:1.00
06/30/02 1.05:1.00
09/30/02 1.20:1.00
12/31/02 1.30:1.00
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03/31/03 1.30:1.00
06/30/03 1.30:1.00
09/30/03 1.30:1.00
12/31/03 1.40:1.00
03/31/04 1.40:1.00
06/30/04 1.40:1.00
09/30/04 1.40:1.00
12/31/04 1.50:1.00
03/31/05 1.50:1.00
06/30/05 1.50:1.00
(d) Section 7.17 of the Credit Agreement is hereby deleted in its
entirety.
(e) Section 7.2 of the Credit Agreement is hereby amended by
deleting the word "and" at the end of section (j), deleting the period at
the end of section (k) and inserting "; and" in lieu thereof and inserting
the following new section in the appropriate alphabetical order:
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"(l) the Allowable Foreign Debt."
6. Amendment to Section 9 of the Credit Agreement. Section 9.10 of the
Credit Agreement is hereby deleted in its entirety.
7. Amendments to Section 10 of the Credit Agreement. Section 10.2 of the
Credit Agreement is hereby amended as follows:
(a) by deleting the language "and the Multi-Currency Payment Agent"
and deleting the comma after the word "Borrowers";
(b) by inserting the word "and" after the word "Borrowers"; and
(c) by deleting the following:
"The Multi-Currency
Payment Agent: THE CHASE MANHATTAN BANK
9 Xxxxxx Xxxx Xxxxxx
Xxxxxx X0X 0XX
Xxxxxx Xxxxxxx
Attention: Xxxxxxx Xxxxx
Telecopy: (00) 000 000 0000
Telephone: (00) 000 000 0000".
8. Amendment to Annex A of the Credit Agreement. Annex A of the Credit
Agreement is hereby deleted in its entirety, and the Annex A attached hereto as
Exhibit A is hereby substituted in lieu thereof.
9. Amendment to Schedule 1.1A of the Credit Agreement. Schedule 1.1A of
the Credit Agreement is hereby deleted in its entirety, and the Schedule 1.1A
attached hereto as Exhibit B is hereby substituted in lieu thereof.
10. Effectiveness. This Amendment shall be deemed effective as of June 30,
2001 (the "Amendment Effective Date") after the following conditions shall have
been satisfied or waived:
(a) this Amendment shall have been (i) executed by the Parent
Borrower, the Administrative Agent and the Required Lenders and (ii)
acknowledged and consented to by the other Loan Parties, each in
accordance with the terms of the Credit Agreement;
(b) on and as of the Amendment Effective Date and after giving
effect to this Amendment, no Default or Event of Default shall have occurred and
be continuing; and
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(c) the Administrative Agent shall have received, for the account of
each Lender that has executed and delivered this Amendment on or prior to
July 31, 2001 an amendment fee of 12.5 basis points on such Lender's Commitment.
11. Representations and Warranties. The Parent Borrower hereby represents
and warrants to the Administrative Agent and to each Lender party to the Credit
Agreement that each of the representations and warranties made by each Loan
Party in or pursuant to the Loan Documents shall be, after giving effect to this
Amendment, true and correct as if made on and as of the date hereof.
12. Continuing Effect of Credit Agreement. Except as expressly amended
hereby, the provisions of the Credit Agreement are and shall remain in full
force and effect.
13. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.
14. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
15. Expenses. The Parent Borrower agrees to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation and execution of this
Amendment, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their duly authorized officers as of the date first
written above.
ACT MANUFACTURING, INC.
By: /s/ Xxxx X. Xxxx
------------------------------------
Name: Xxxx X. Xxxx
Title: CEO
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
CITICORP USA, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Asst. Vice President
DEBIS FINANCIAL SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: President - ABL Division
FIRSTAR BANK. N.A.
By: ____________________________________
Name:
Title:
FLEET CAPITAL CORPORATION
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
GMAC COMMERCIAL CREDIT LLC
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: SVP
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxx X. Law
------------------------------------
Name: Xxxxx X. Law
Title: Vice President
IBJ WHITEHALL BUSINESS CREDIT
CORPORATION
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
NATIONAL BANK OF CANADA
By: /s/ A. Xxxxx Xxxxxxx
------------------------------------
Name: A. Xxxxx Xxxxxxx
Title: Vice President and Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
THE PROVIDENT BANK
By: /s/ Xxxx Xxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Portfolio Manager, AVP
SOCIETE GENERALE
By: /s/ Xxxxxxx X. Xxx
------------------------------------
Name: Xxxxxxx X. Xxx
Title: Managing Director
SOVEREIGN BANK
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
SUMMIT BUSINESS CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Kirschrel
------------------------------------
Name: Xxxxxxx X. Kirschrel
Title: Vice President
The undersigned Loan Parties do hereby consent and agree to the
foregoing Amendment and acknowledge and agree that (i) all obligations of the
Parent Borrower under the Credit Agreement, as amended by the foregoing
Amendment, are Obligations which are secured and guaranteed by the Security
Documents to which each is a party, (ii) all references to the Credit Agreement
in the Security Documents refer to the Credit Agreement, as amended from time to
time (including pursuant to the foregoing Amendment) and (iii) all references to
Loans in the Security Documents refer to the Loans under the Credit Agreement,
as amended by the foregoing Amendment.
ACT MANUFACTURING SECURITIES
CORPORATION
By: /s/ Xxxx X. Xxxx
------------------------------------
Name: Xxxx X. Xxxx
Title: CEO
ACT MANUFACTURING US HOLDINGS, LLC
By: /s/ Xxxx X. Xxxx
------------------------------------
Name: Xxxx X. Xxxx
Title: CEO
CMC INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxx
------------------------------------
Name: Xxxx X. Xxxx
Title: CEO
Exhibit A
Annex A
PRICING GRID
===========================================================================================
Consolidated Leverage Applicable Margin Applicable Margin for Commitment Fee
Ratio for Eurocurrency Alternate Base Rate Rate
Loans Loans
-------------------------------------------------------------------------------------------
Greater than 4.50:1.00 3.50% 2.50% 0.500%
-------------------------------------------------------------------------------------------
Greater than or equal 3.00% 2.00% 0.500%
to 4.00:1.00 but less
than 4.50:1.00
-------------------------------------------------------------------------------------------
Greater than or equal 2.75% 1.75% 0.500%
to 3.50:1.00 but less
than 4.00:1.00
-------------------------------------------------------------------------------------------
Greater than or equal 2.50% 1.50% 0.500%
to 3.00:1.00 but less
than 3.50:1.00
-------------------------------------------------------------------------------------------
Greater than or equal 2.25% 1.25% 0.500%
to 2.50:1.00 but less
than 3.00:1.00
-------------------------------------------------------------------------------------------
Greater than or equal 2.00% 1.00% 0.500%
to 2.00:1.00 but less
than 2.50:1.00
-------------------------------------------------------------------------------------------
Less than 2.00:1.00 1.75% 0.75% 0.375%
===========================================================================================
Changes in the Applicable Margin resulting from changes in the Consolidated
Leverage Ratio shall become effective on the date (the "Adjustment Date") that
is three Business Days after the date on which financial statements are
delivered to the Lenders pursuant to Section 6.1 and shall remain in effect
until the next change to be effected pursuant to this paragraph. If any
financial statements referred to above are not delivered within the time periods
specified in Section 6.1, then, until the date that is three Business Days after
the date on which such financial statements are delivered, the highest rate set
forth in each column of the Pricing Grid shall apply. In addition, at all times
while an Event of Default shall have occurred and be continuing, the highest
rate set forth in each column of the Pricing Grid shall apply. Each
determination of the Consolidated Leverage Ratio pursuant to the Pricing Grid
shall be made in a manner consistent with the determination thereof pursuant to
Section 7.1.
Exhibit B
Schedule 1.1A
COMMITMENTS
US Dollar
Revolving Thai Term French Term
Name of Lender Commitment Commitment Commitment
-------------- ---------- ---------- ----------
The Chase Manhattan Bank $ 13,5000,000.00 $ 2,250,000.00 $ 6,750,000.00
Citicorp USA, Inc. $ 12,000,000.00 $ 2,000,000.00 $ 6,000,000.00
Credit Suisse First Boston $ 12,600,000.00 $ 2,100,000.00 $ 6,300,000.00
Debis Financial Services, Inc. $ 9,000,000.00 $ 1,500,000.00 $ 4,500,000.00
Firstar Bank, N.A. $ 12,000,000.00 $ 2,000,000.00 $ 6,000,000.00
Fleet Capital Corporation $ 10,200,000.00 $ 1,700,000.00 $ 5,100,000.00
GMAC Commercial Credit LLC $ 12,000,000.00 $ 2,000,000.00 $ 6,000,000.00
Xxxxxx Trust And Savings Bank $ 10,200,000.00 $ 1,700,000.00 $ 5,100,000.00
IBJ Whitehall Business Credit
Corporation $ 9,000,000.00 $ 1,500,000.00 $ 4,500,000.00
National Bank of Canada $ 10,200,000.00 $ 1,700,000.00 $ 5,100,000.00
The Provident Bank $ 7,500,000.00 $ 1,250,000.00 $ 3,750,000.00
Societe Genera1e $ 12,600,000.00 $ 2,100,000.00 $ 6,300,000.00
Sovereign Bank $ 10,200,000.00 $ 1,700,000.00 $ 5,100,000.00
Summit Bank $ 9,000,000.00 $ 1,500,000.00 $ 4,500,000.00
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Total $150,000,000.00 $25,000,000.00 $75,000,000.00
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