EXHIBIT 7(c)
to FORM 8-K
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of December 12,
1997 (this "Amendment"), among AMTROL HOLDINGS, INC., a Delaware corporation
("Holdings"), AMTROL INC., a Rhode Island corporation (the "Borrower"), the
various financial institutions party to the Credit Agreement referred to below
(the "Banks"), XXXXXX XXXXXXX SENIOR FUNDING, INC., as Documentation Agent (in
such capacity, the "Documentation Agent"), and BANKERS TRUST COMPANY, as
Administrative Agent (in such capacity, the "Administrative Agent"). All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower, the Banks, the Documentation
Agent and the Administrative Agent are parties to a Credit Agreement, dated as
of November 13, 1996 (as amended, modified or supplemented to the date hereof,
the "Credit Agreement");
WHEREAS, subject to the terms and conditions of this
Amendment, the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW, THEREFORE, it is agreed:
I. Amendments to Credit Agreement.
1. Section 1.01(b) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
1.01(b) in lieu thereof:
"(b) Loans under the B Term Facility (each, a "B Term Loan"
and, collectively, the "B Term Loans") (i) shall be made pursuant to
two drawings, (x) the first of which shall be on the Initial Borrowing
Date and (y) the second of which shall be on the Second Amendment
Effective Date, (ii) except as hereinafter provided, may, at the option
of the Borrower, be maintained as and/or converted into Base Rate Loans
or Eurodollar Loans, provided, that all B Term Loans made by all Banks
pursuant to the same Borrowing shall, unless otherwise specifically
provided herein, consist entirely of B Term Loans of the same Type,
(iii) shall not exceed in aggregate principal amount for any Bank at
the time of incurrence thereof on the Initial Borrowing Date the B Term
Commitment, if any, of such Bank as in effect on such date and (iv)
shall not exceed in aggregate principal amount for any Bank at the time
of incurrence thereof on the Second Amendment Effective Date the
Additional B Term Commitment, if any, of such Bank as in effect on such
date. Once repaid, B Term Loans borrowed hereunder may not be
reborrowed".
2. Section 1.01(c) of the Credit Agreement is hereby amended
by (i) deleting the word "and" appearing at the end of clause (iii) of said
Section and inserting a comma in lieu thereof, (ii) deleting the text "(1) if
such Bank is a Non-Defaulting Bank, the Adjusted Revolving Commitment, if any,
of such Bank at such time and (2) if such Bank is a Defaulting Bank, the"
appearing in clause (iv) of said Section and inserting the text "the Available"
in lieu thereof and (iii) inserting the following new clause (v) at the end of
the first sentence of said Section:
"and (v) shall not exceed for all Banks at any time outstanding that
aggregate principal amount which, when combined with (x) the aggregate
amount of all Letter of Credit Outstandings (exclusive of Unpaid
Drawings which are repaid with the proceeds of, and simultaneously with
the incurrence of, the respective incurrence of Revolving Loans) at
such time and (y) the outstanding principal amount of Swingline Loans
(exclusive of Swingline Loans which are repaid with the proceeds of,
and simultaneously with the incurrence of, the respective incurrence of
Revolving Loans) at such time, equals the Total Available Revolving
Commitment at such time".
3. Section 1.01(d) of the Credit Agreement is hereby amended
by inserting the word "Available" immediately after the text "Adjusted Total" in
each place such text appears in said Section.
4. Section 1.01(e) of the Credit Agreement is hereby amended
by deleting clause (v) of the second sentence of said Section in its entirety
and inserting in lieu thereof the following new clause (v):
"(v) any reduction in the Total Revolving Commitment, the Total
Available Revolving Commitment, the Adjusted Total Revolving Commitment
or the Adjusted Total Available Revolving Commitment after any such
Swingline Loans were made".
5. Section 1.05(c) of the Credit Agreement is hereby amended
by deleting clauses (ii) and (iii) of said Section in their entirety and
inserting the following new clauses (ii) and (iii) in lieu thereof:
"(ii) be payable to the order of such Bank and be dated the Second
Amendment Effective Date, (iii) be in a stated principal amount equal
to the sum of principal amount of the B Term Loans made by such Bank
and outstanding on the Second Amendment Effective Date and the
principal amount of the Additional B Term Loans made by such Bank on
the Second Amendment Effective Date (or in the case of a new B Term
Note issued pursuant to Section 1.13 or 12.04, the respective B Term
Loans evidenced thereby at the time of issuance) and be payable in the
principal amount of outstanding B Term Loans evidenced thereby,".
6. Section 1.07 of the Credit Agreement is hereby amended by
deleting the first sentence of said Section in its entirety and inserting the
following new sentence in lieu thereof:
"All Loans under this Agreement (other than Swingline Loans) shall be
made by the Banks pro rata on the basis of their A Term Commitments, B
Term Commitments, Additional B Term Commitments (in the case of B Term
Loans incurred on the Second Amendment Effective Date) or Revolving
Commitments, as the case may be".
7. Section 2.01(b) of the Credit Agreement is hereby amended
by inserting the word "Available" immediately after the text "Adjusted Total"
appearing in said Section.
8. Section 3.03(b) of the Credit Agreement is hereby amended
by inserting the following new sentence at the end of said Section:
"The Total Additional B Term Loan Commitment (and the Additional B Term
Loan Commitment of each Bank with such a Commitment) shall terminate in
its entirety on the first to occur of (x) the Second Amendment
Effective Date (after giving effect to the making of the Additional B
Term Loans on such date) and (y) December 18, 1997 if the Second
Amendment Effective Date has not theretofore occurred".
9. Section 4.02(A)(a)(i) of the Credit Agreement is hereby
amended by inserting the word "Available" immediately following the text
"Adjusted Total" in each place such text appears in said Section.
10. Section 4.02(A)(a)(ii) of the Credit Agreement is hereby
amended by inserting the word "Available" immediately prior to the text
"Revolving Commitment" appearing in said Section.
11. Section 4.02(A)(b)(ii) of the Credit Agreement is hereby
amended by deleting the table appearing in said Section in its entirety and
inserting in lieu thereof the following new table:
"Date Amount
December 31, 1997 $115,000
March 31, 1998 $115,000
June 30, 1998 $115,000
September 30, 1998 $115,000
December 31, 1998 $115,000
March 31, 1999 $115,000
June 30, 1999 $115,000
September 30, 1999 $115,000
December 31, 1999 $115,000
March 31, 2000 $115,000
June 30, 2000 $115,000
September 30, 2000 $115,000
December 31, 2000 $115,000
March 31, 2001 $115,000
June 30, 2001 $115,000
September 30, 2001 $115,000
December 31, 2001 $115,000
March 31, 2002 $115,000
June 30, 2002 $115,000
September 30, 2002 $5,400,000
December 31, 2002 $3,825,000
March 31, 2003 $3,125,000
June 30, 2003 $3,125,000
September 30, 2003 $8,300,000
December 31, 2003 $6,250,000
March 31, 2004 $6,301,250
B TF Maturity Date $6,301,250".
12. Section 6.05(a) of the Credit Agreement is hereby amended
by inserting the following new sentence at the end of said Section:
"The proceeds of all Additional B Term Loans incurred on the Second
Amendment Effective Date shall be utilized on such date by the Borrower
to prepay a like principal amount of outstanding Revolving Loans.".
13. Section 7.12 of the Credit Agreement is hereby amended by
(i) redesignating clause (y) of said Section as clause (z) and (ii) inserting
the following new clause (y) immediately following clause (x) of said Section:
", (y) will, no later than the date occurring 60 days after the Second
Amendment Effective Date, enter into Interest Rate Agreements which
cover for at least two years from the Second Amendment Effective Date
at least $13,000,000 of the outstanding Additional B Term Loans on
terms reasonably satisfactory to the Agents".
14. Section 8.04 of the Credit Agreement is hereby amended by
(i) deleting the word "and" appearing at the end of clause (j) of said Section,
(ii) redesignating clause (k) of said Section as clause (l) and (iii) inserting
the following new clause (k) immediately following clause (j) of said Section:
"(k) Indebtedness of the Borrower or Holdings consisting of an
unsecured guaranty of Indebtedness of Alfa Holdings and/or Alfa in an
aggregate principal amount not to exceed $5.5 million at any time
outstanding; and".
15. Section 8.05(a) of the Credit Agreement is hereby amended
by (i) deleting the text "(x)" appearing in the proviso to said Section and
inserting the text "(w)" in lieu thereof and (ii) deleting clause (y) of said
Section in its entirety and inserting in lieu thereof the following text:
"(x) $9,000,000 for the fiscal year ending closest to December 31,
1997, (y) $10,300,000 for the fiscal year ending closest to December
31, 1998".
16. Section 8.11 of the Credit Agreement is hereby amended by
deleting the table appearing in said Section in its entirety and inserting in
lieu thereof the following new table:
Fiscal Quarter Ending Closest To: Ratio
December 31, 1996 1.60:1.0
March 31, 1997 1.60:1.0
June 30, 1997 1.60:1.0
September 30, 1997 1.60:1.0
December 31, 1997 1.55:1.0
March 31, 1998 1.55:1.0
June 30, 1998 1.50:1.0
September 30, 1998 1.50:1.0
December 31, 1998 1.50:1.0
March 31, 1999 1.55:1.0
June 30, 1999 1.60:1.0
September 30, 1999 1.60:1.0
December 31, 1999 1.60:1.0
March 31, 2000 1.65:1.0
June 30, 2000 1.70:1.0
September 30, 2000 1.70:1.0
December 31, 2000 1.70:1.0
March 31, 2001 1.75:1.0
June 30, 2001 1.80:1.0
September 30, 2001 1.85:1.0
December 31, 2001 1.85:1.0
March 31, 2002 1.90:1.0
June 30, 2002 1.95:1.0
September 30, 2002 2.05:1.0
December 31, 2002 2.05:1.0
March 31, 2003 2.10:1.0
June 30, 2003 2.15:1.0
September 30, 2003 2.25:1.0
December 31, 2003 2.30:1.0
March 31, 2004 2.35:1.0
June 30, 2004 2.50:1.0".
17. Section 8.12 of the Credit Agreement is hereby amended by
deleting the table appearing in said Section in its entirety and inserting in
lieu thereof the following new table:
Fiscal Quarter Ending Closest To: Ratio
December 31, 1996 6.25:1.0
March 31, 1997 6.25:1.0
June 30, 1997 6.25:1.0
September 30, 1997 6.25:1.0
December 31, 1997 6.40:1.0
March 31, 1998 6.60:1.0
June 30, 1998 6.55:1.0
September 30, 1998 6.40:1.0
December 31, 1998 6.25:1.0
March 31, 1999 6.00:1.0
June 30, 1999 5.90:1.0
September 30, 1999 5.90:1.0
December 31, 1999 5.75:1.0
March 31, 2000 5.65:1.0
June 30, 2000 5.45:1.0
September 30, 2000 5.35:1.0
December 31, 2000 5.25:1.0
March 31, 2001 5.15:1.0
June 30, 2001 5.05:1.0
September 30, 2001 4.95:1.0
December 31, 2001 4.85:1.0
March 31, 2002 4.75:1.0
June 30, 2002 4.60:1.0
September 30, 2002 4.45:1.0
December 31, 2002 4.35:1.0
March 31, 2003 4.25:1.0
June 30, 2003 4.15:1.0
September 30, 2003 4.00:1.0
December 31, 2003 3.85:1.0
March 31, 2004 3.70:1.0
June 30, 2004 3.55:1.0".
18. The definition of "Acquisition Sublimit" appearing in
Section 10 of the Credit Agreement is hereby amended by inserting the word
"Available" immediately following the word "Total" appearing in said Section.
19. The definition of "B Term Facility" appearing in Section
10 of the Credit Agreement is hereby amended by inserting the text "and the
Total Additional B Term Commitment" at the end of said definition.
20. The definition of "Consolidated Net Income" appearing in
Section 10 of the Credit Agreement is hereby amended by (i) deleting the word
"and" appearing immediately prior to the text "(viii)" in the proviso to said
definition and inserting a comma in lieu thereof and (ii) inserting the
following new clause (ix) at the end of said definition:
"and (ix) any one-time cash and non-cash expenses incurred in
connection with the Restructuring, so long as (I) the aggregate amount
of all such expenses do not exceed $3.0 million and (II) the cash
expenses incurred in connection therewith do not exceed $2.3 million."
21. The definition of "Term Commitment" appearing in Section
10 of the Credit Agreement is hereby amended by (i) deleting the word "and"
appearing in said Section and inserting a comma in lieu thereof and (ii)
inserting the text "and its Additional B Term Commitment" immediately after the
text "B Term Commitment".
22. The definition of "Total Commitment" appearing in Section
10 of the Credit Agreement is hereby amended by inserting the text ", the Total
Additional B Term Commitment" after the text "Total B Term Commitment" appearing
in said Section.
23. The definition of "Total Unutilized Revolving Commitment"
appearing in Section 10 of the Credit Agreement is hereby amended by inserting
the text "plus the Blocked Commitment at such time" at the end of said
definition.
24. Section 10 of the Credit Agreement is hereby further
amended by inserting in the appropriate alphabetical order the following new
definitions:
"Additional B Term Commitment" shall mean, with respect to
each Bank, the amount, if any, set forth opposite such Bank's name in Annex I to
the Second Amendment directly below the column entitled "Additional B Term
Commitment," as the same may be terminated pursuant to Sections 3.03.
"Additional B Term Loans" shall mean B Term Loans made by any
Bank pursuant to its Additional B Term Commitment on the Second Amendment
Effective Date in accordance with Section 1.01(b).
"Adjusted Total Available Revolving Commitment" shall mean at
any time the Total Available Revolving Commitment at such time less the
aggregate Available Revolving Commitments of all Defaulting Banks at such time.
"Available Revolving Commitment" for any Bank shall mean, at
any time, the Revolving Commitment of such Bank as then in effect less such
Bank's Revolving Percentage of the amount of the Blocked Commitment, if any, at
such time.
"Blocked Commitment" shall mean, at any time, an amount equal
to the Indebtedness evidenced by the guaranty of the Borrower or Holdings
permitted pursuant to Section 8.04(k).
"Existing B TL Borrowing" shall have the meaning provided in
Section 12.17.
"Existing B TL Eurodollar Borrowing" shall have the meaning
provided in Section 12.17.
"Participating Bank" shall mean each Bank which has an
Additional B Term Commitment on the Second Amendment Effective Date (but prior
to the extensions of credit on such date).
"Restructuring" shall mean the closing of the Borrower's
manufacturing operations in Nashville, Tennessee and the consolidation of such
operations into the Borrower's manufacturing and distribution operations in
Rhode Island.
"Second Amendment" shall mean the Second Amendment to this
Agreement, dated as of December 12, 1997.
"Second Amendment Effective Date" shall have the meaning
provided in the Second Amendment.
"Total Additional B Term Commitment" shall mean the sum of the
Additional B Term Commitments of each of the Banks.
"Total Available Revolving Commitment" shall mean, at any
time, the Total Revolving Commitment as then in effect less the Blocked
Commitment, if any, at such time.
25. Section 12 of the Credit Agreement is hereby amended by
inserting the following new Section 12.17 immediately after Section 12.16
appearing therein:
"12.17 Additional B Term Loans; etc. Notwithstanding anything
to the contrary contained elsewhere in this Agreement, each of the
Banks and the Borrower hereby agrees that: (i) Borrowings of B Term
Loans outstanding immediately prior to the occurrence of the Second
Amendment Effective Date (each, an "Existing B TL Borrowing") shall
remain outstanding (subject to adjustment as provided in clause (ii)
below) immediately after the occurrence of the Second Amendment
Effective Date and, in the case of any such Borrowing which is
maintained as a Borrowing of Eurodollar Loans, the Interest Period with
respect thereto shall terminate as originally scheduled, (ii) the
aggregate principal amount of Additional B Term Loans made on the
Second Amendment Effective Date shall be added to (and thereafter
constitute part of) the Existing B TL Borrowings in such a manner so
that each Existing B TL Borrowing shall be increased by its pro rata
share (taking a fraction the numerator of which is the amount of such
Existing B TL Borrowing before giving effect to the adjustments
pursuant to this clause (ii) and the denominator of which is the
aggregate principal amount of all such Existing B TL Borrowings) of the
aggregate principal amount of Additional B Term Loans being made on the
Second Amendment Effective Date; provided that in the case of each
Existing B TL Borrowing which is a Borrowing of Eurodollar Loans which
is then subject to an Interest Period which began prior to, but ends
after, the Second Amendment Effective Date (each, an "Existing B TL
Eurodollar Borrowing"), the increased amount of such Borrowing as
provided pursuant to this clause (ii) (and only the increase as
provided by the various Participating Banks) shall be maintained as
Base Rate Loans bearing interest as otherwise provided in Section 1.08
until the end of the Interest Period applicable to the respective
Existing B TL Eurodollar Borrowing on the Second Amendment Effective
Date (following which time the respective Borrowing shall be maintained
or converted into one or more Borrowings of the same Type of Loans as
is otherwise required in this Agreement), and (iii) the Borrower shall
take all action as may be necessary so that, not later than February 3,
1998, each Borrowing of B Term Loans shall, except as otherwise
provided in this Agreement and without regard to this Section 12.17, be
of the same Type and have the same Interest Period.".
26. The Borrower hereby agrees to (i) deliver to the
Collateral Agent, or cause to be delivered to the Collateral Agent, within 60
days following the Second Amendment Effective Date (x) fully executed
counterparts of amendments (the "Mortgage Amendments"), in form and substance
satisfactory to the Agents, to each of the Mortgages, together with evidence
that counterparts of each of the Mortgage Amendments have been delivered to the
title company insuring the Lien on the Mortgages for recording in all places to
the extent necessary or desirable, in the judgment of the Collateral Agent,
effectively to maintain a valid and enforceable first priority mortgage lien on
the Mortgaged Properties in favor of the Collateral Agent for the benefit of the
Secured Creditors and (y) either endorsements to the existing Mortgage Policies
or new Mortgage Policies assuring the Collateral Agent that each Mortgage is a
valid and enforceable first priority mortgage lien on the respective Mortgaged
Properties, free and clear of all defects and encumbrances except Permitted
Encumbrances.
II. Miscellaneous Provisions.
1. In order to induce the Banks to enter into this Amendment,
the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Second
Amendment Effective Date, both before and after giving effect to this
Amendment; and
(b) all of the representations and warranties contained in the
Credit Agreement or the other Credit Documents are true and correct in
all material respects on the Second Amendment Effective Date, both
before and after giving effect to this Amendment, with the same effect
as though such representations and warranties had been made on and as
of the Second Amendment Effective Date (it being understood that any
representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).
2. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
3. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the
"Second Amendment Effective Date") when each of the following conditions shall
have been satisfied:
(i) the Administrative Agent shall have received for the
account of each Participating Bank the appropriate B Term Note
(collectively, the "New B Term Notes"), in the amount, maturity and
otherwise provided in this Amendment and Section 1.05 of the Credit
Agreement, respectively, it being understood and agreed that (x) each
Participating Bank shall use commercially reasonable efforts to return
promptly after the Second Amendment Effective Date its existing B Term
Note to the Borrower for cancellation and (y) any B Term Note not so
returned shall be deemed cancelled;
(ii) the Administrative Agent shall have received from each
Credit Party certified copies of resolutions of the Board of Directors
of such Credit Party with respect to the matters set forth in this
Amendment and such resolutions shall be satisfactory to the
Administrative Agent;
(iii) the Administrative Agent shall have received from (i)
Xxxxxxx Xxxxx & Xxxxxx, Rhode Island counsel to the Credit Parties and
(ii) Simpson, Thacher & Xxxxxxxx, special New York counsel to the
Credit Parties, an opinion addressed to the Agents, the Collateral
Agent and each of the Banks and dated the Second Amendment Effective
Date in form and substance satisfactory to the Administrative Agent,
and covering such matters incident to this Amendment and the
transactions contemplated herein as the Administrative Agent may
reasonably request (including an opinion as to no conflict with the
Senior Subordinated Note Indenture);
(iv) the Banks shall have received a copy of the detailed
consolidated financial projections for Holdings and its Subsidiaries,
and after giving effect to the Transaction, the related financings
therefor and the transactions and financings contemplated by the Second
Amendment (including the Loans and the Senior Subordinated Notes), for
the nine fiscal years ended after the Second Amendment Effective Date
(the "Projections"), which Projections, and the supporting assumptions
and explanations thereto, shall be satisfactory in form and substance
to the Administrative Agent and the Required Banks;
(v) the Borrower shall have paid to each Bank which has signed
a counterpart of this Amendment, an amendment fee equal to 0.15% of the
sum of (x) the Revolving Commitment of such Bank plus (y) the aggregate
principal amount of the outstanding Term Loans of such Bank, in each
case immediately before giving effect to this Amendment;
(vi) the Borrower shall have paid o the Administrative Agent
such fees as may have been agreed to in writing among such parties; and
(vii) each of Holdings, the Borrower, each Subsidiary Guarantor,
the Required Banks, the Required XX Xxxxx under the B Term Facility and
each Participating Bank shall have signed a counterpart hereof (whether
the same or different counterparts) and shall have delivered (including
by way of facsimile transmission) the same to the Administrative Agent
at its Notice Office.
6. By executing and delivering a copy hereof, each Credit
Party hereby agrees that all Loans (including, without limitation, the
Additional B Term Loans) shall be fully guaranteed pursuant to the various
Guaranties in accordance with the terms and provisions thereof and shall be
fully secured pursuant to the Security Documents.
7. From and after the Second Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
AMTROL HOLDINGS, INC.
By s/
Title:
AMTROL INC.
By s/
Title:
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By s/
Title:
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
Individually and as Documentation Agent
By s/
Title:
THE BANK OF NEW YORK
By s/
Name:
Title:
THE BANK OF NOVA SCOTIA
By s/
Name:
Title:
BANKBOSTON, N.A.
By s/
Name:
Title:
CITIZENS FINANCIAL GROUP INC
By s/
Name:
Title:
FIRST SOURCE FINANCIAL LLP
By First Source Financial Inc.,
Its manager
By s/
Name:
Title:
FLEET NATIONAL BANK
By s/
Name:
Title:
SOCIETE GENERALE
By s/
Name:
Title:
AMARA-1 FINANCE LTD.
By s/
Name:
Title:
RESTRUCTURED OBLIGATIONS BACKED BY
SENIOR ASSETS B.V.
BY: CHANCELLOR SENIOR SECURED
MANAGEMENT, INC., as Portfolio Advisor
By s/
Name:
Title:
Each of the undersigned, each being a Subsidiary Guarantor
under, and as defined in, the Credit Agreement referenced in
the foregoing Second Amendment, hereby consents to the
entering into of the Second Amendment and agrees to the
provisions thereof (including, without limitation, Sections 6
and 7 of Part II thereof).
AGI HOLDINGS INC.,
as a Subsidiary Guarantor
By s/
Title:
WATERSOFT INC.,
as a Subsidiary Guarantor
By s/
Title:
AMTROL INTERNATIONAL INC.,
as a Subsidiary Guarantor
By s/
Title:
AMTROL LTD.,
as a Subsidiary Guarantor
By s/
Title:
AMTROL INVESTMENT INC.,
as a Subsidiary Guarantor
By s/
Title:
ANNEX I
ADDITIONAL
B TERM LOAN
BANKS COMMITMENT
BankBoston, N.A. $ 5,000,000
Bankers Trust Company $15,000,000
----------
Total: $20,000,000
