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EXHIBIT 10.29
AMENDMENT NO. 5
TO
CREDIT AGREEMENT
AMENDMENT NO. 5 dated as of July 10, 1998 by and among Xxxxxxxx
Industries, Inc., a Delaware Corporation ("Xxxxxxxx"), Xxxxxxxx Industries
Alabama, Inc., an Alabama corporation formerly known as Opp and Xxxxxxx Xxxxx,
Inc. ("Xxxxxxxx Alabama"), J.I. Georgia, Inc., a Georgia corporation formerly
known as X.X. Xxxxx Company ("JIG") and Xxxxxxxx Industries Composite
Reinforcements, Inc., an Alabama corporation ("JICR", and collectively with
Xxxxxxxx, Xxxxxxxx Alabama and JIG, the "Borrowers" and each individually, a
"Borrower"), Nationsbank, N.A., as Syndication Agent, The Chase Manhattan Bank,
the successor by merger to The Chase Manhattan Bank, N.A., as Agent for the
banks party hereto ("Banks") and as Collateral Monitoring Agent ("Agent"), to
the Credit Agreement dated as of March 28, 1996 among Xxxxxxxx, Wellington Sears
Company ("Wellington"), Southern Phenix Textiles, Inc. ("Phenix"), Opp and
Xxxxxxx Xxxxx, Inc. ("Opp"), X.X. Xxxxx Company ("TJB") and JICR, the banks
named therein, The Chase Manhattan Bank, N.A., as Administrative Agent, Chase
Securities, Inc., as Arranger and Nationsbank, N.A., as Syndication Agent, as
amended by Amendment No. 1 dated as of June 28, 1996, Amendment No. 2 dated as
of February 28, 1997, Amendment No. 3 dated as of December 18, 1997 and
Amendment No. 4 dated as of March 28, 1998 (collectively, the "Credit
Agreement"). All capitalized terms used herein but not otherwise defined herein
shall have the meanings given them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Banks named therein made
Revolving Credit Loans, Term Loans A and Term Loans B to Johnston, Wellington,
Phenix, Opp, TJB and JICR, jointly and severally, in the aggregate principal
amounts of $80,000,000, $40,000,000 and $40,000,000, respectively; and
WHEREAS, pursuant to a letter agreement dated as of November 7, 1997
and further to Amendment No. 4 to the Credit Agreement referred to above, the
Borrowers agreed to enter into a collateral monitoring arrangement for the
benefit of the Banks; and
WHEREAS, the Borrowers have agreed to enter into certain cash
management arrangements with the Agent and to amend or otherwise modify certain
provisions of the Credit Agreement for the purpose of facilitating and
implementing the collateral monitoring arrangements, subject to the terms and
conditions hereinafter set forth, and the Borrowers further wish to confirm and
reaffirm their joint and several obligations under the Credit Agreement as
amended hereby.
NOW, THEREFORE, each Bank, the Agent, the Syndication Agent and each
Borrower, on a joint and several basis, hereby agree as follows:
1. Amendment to Definitions. Section 1.01 of the Credit
Agreement is amended hereby as follows:
a. The definition of "Agent" is hereby amended in its
entirety as follows:
"`Agent shall mean Chase, as administrative agent and collateral
monitoring agent for the Banks, appointed pursuant to ARTICLE X, and
its successors, if any, in such capacity."
b. The definition of "Collateral Security Documents"
is hereby amended in its entirety as follows:
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"`Collateral Security Documents' shall mean, collectively, the
Security Agreement, the Intellectual Property Security
Agreement, the Collateral Assignment, the Mortgages, the
Environmental Indemnity, the Pledge Agreement, the Blocked
Account Agreement and the Lockbox Account Agreement, as each
have been or may from time to time be amended, restated,
supplemented or modified, together with all documents executed
and delivered in connection with any of the foregoing."
c. The definition of "Interest Period" is hereby amended to
delete clause (1) therefrom in its entirety and to substitute the following
therefor:
"(1) initially, the period commencing on the borrowing or
conversion date with respect to a Eurodollar Loan, as the case
may be, and ending 30, 60 or 90 days thereafter, as selected
by the Borrowers; and".
d. The definition of "Term Loan A" is hereby amended to delete
the words "five year" in the first sentence thereof.
e. The definition of "Term Loan B" is hereby amended to delete
the words "seven year" in the first sentence thereof.
f. The following defined terms are hereby added to Section
1.01 of the Credit Agreement:
"Additional Reports" shall have the meaning given to such term
in Section 5.02(h).
"Amendment No. 5" shall mean Amendment No. 5 to the Credit
Agreement dated as of July 10, 1998 and executed by the
Borrowers, the Banks, the Agent and the Syndication Agent.
"Blocked Account" shall mean the restricted depository
accounts of the Borrowers set forth on Exhibit M and
established and maintained at the bank identified on Exhibit M
(or such other bank to which the Agent shall give its prior
written consent), and subject to the terms and conditions of
the Blocked Account Agreement.
"Blocked Account Agreement" means the Blocked Account
Agreement among the Borrowers, the bank identified on Exhibit
M (or such other bank to which the Agent shall give its prior
written consent) and the Agent, substantially in the form of
Exhibit N attached hereto.
"Collateral Account" shall mean restricted Account No.
__________ of the Borrowers established and maintained at the
Agent entitled "The Chase Manhattan Bank Funds Held as
Collateral Account for the benefit of Xxxxxxxx Industries" (i)
into which all proceeds from the Blocked Accounts and the
Lockbox Accounts shall be transferred on a daily basis in
accordance with the terms of the Blocked Account Agreement and
the Lockbox Account Agreement, respectively, and (ii) from
which the proceeds therein shall be applied against the
outstanding Revolving Credit Loans on a daily basis.
"Collateral Activity Report" shall mean the collateral
activity report provided by the Borrowers to the Agent on a
daily basis pursuant to the terms hereof consisting of
accounts receivable and inventory rollfoward and other
information in the form of, and containing the detailed
information requested in, Schedules 1 and 3 to Exhibit J
annexed hereto.
"Lockbox Accounts" shall mean the lockbox accounts of the
Borrowers set forth on Exhibit M and maintained at the bank
identified on Exhibit M (or such other bank to which the Agent
shall give prior written consent), and subject to the terms
and conditions of the Lockbox Account
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Agreement.
"Exempt Accounts" shall have the meaning given to such term in
Section 7.01(v).
"Lockbox Account Agreement" shall mean the Lockbox Account
Agreement among the Borrowers, the Agent and the bank
identified on Exhibit M (or such other bank to which the Agent
shall give prior written consent), substantially in the form
annexed hereto as Exhibit O.
"Operating Account" shall mean Account No. ____________ of
Xxxxxxxx Industries, Inc. maintained at the Agent.
"Pledged Account Letters" shall mean the Pledged Account
Letter Agreement substantially in the form annexed hereto as
Exhibit Q, issued by the Borrowers to each bank or other
financial institution listed on Exhibit P at which an Exempt
Account is maintained, and held by the Agent pursuant to the
terms hereof.
2. Amendments to Section 2.02(a) and (b) - Making the Loans. a.
Section 2.02(a) and (b) of the Credit Agreement are hereby amended by deleting
said paragraphs in their entirety and substituting the following:
"(a) Each Borrower agrees to give to the Agent by no later
than 1:00 p.m. EST for all times prior to and including August
15, 1998 and 12:00 noon EST for all times thereafter, on each
Business Day, an irrevocable written notice duly completed
substantially in the form of Schedule 2 to Exhibit J annexed
hereto (a "Notice of Borrowing") of its request, if any, for a
Base Rate Loan. With respect to any requests for a Eurodollar
Loan, the Borrowers shall deliver the Notice of Borrowing to
the Agent by 10:00 a.m. three Working Days prior to the date
of borrowing. The Notice of Borrowing shall specify (i) the
proposed revolving credit borrowing date ("Revolving Credit
Borrowing Date"), (ii) the principal amount of the Revolving
Credit Loan requested, which shall be in an amount not less
than $50,000.00 or an integral multiple of $10,000.00 in
excess thereof for Base Rate Loans and not less than
$3,000,000 or an integral multiple of $250,000.00 in excess
thereof for Eurodollar Loans, and (iii) whether the Revolving
Credit Loan is to be a Base Rate Loan or a Eurodollar Loan,
and if a Eurodollar Loan, the Interest Period therefor. The
proceeds in the Collateral Account shall be applied against
due and outstanding Revolving Credit Loans on a daily basis by
the Agent in the following order: first to the payment in full
of the amounts due under the Base Rate Loans and second to the
payment in full of the amounts due under the Eurodollar Loans.
The Agent shall notify each Bank with a Revolving Credit
Commitment by telefax of the amount of Revolving Credit Loans
so repaid. The Agent shall additionally notify each such Bank
by telefax of any request made by the Borrowers for a
Revolving Credit Loan pursuant to any Notice of Borrowing
timely received from a Borrower by 2:30 p.m. EST on the same
Business Day as such Notice was received, together with such
Bank's pro rata portion of the Revolving Credit Loan to be
funded. Each Bank shall remit to the Agent its pro rata share
of the requested Revolving Credit Loan in immediately
available funds by no later than 4:00p.m. EST on such Business
Day. No Revolving Credit Loan shall be made unless (i) the
Notice of Borrowing has been received by the Agent from the
Borrowers by 1:00 p.m. EST for all times prior to and
including August 15, 1998 and 12:00 noon EST for all times
thereafter on the day required, as specified above, (ii) the
Collateral Activity Report as required by Section 5.02(f) and
the Borrowing Base Certificate (as and when required by
Section 5.02(g) and (h)) have been received by the Agent from
the Borrowers by 11:00 a.m. EST, and (iii) the amount
requested, when added to the then outstanding amount of the
Loans, will not result in the Banks' Revolving Credit Loans
exceeding the lesser of the Banks' aggregate Revolving Credit
Commitment and the Borrowing Base in effect at such time. Each
Notice of Borrowing, together with all supporting documents to
be delivered in connection therewith, shall be made in
writing, and signed by the person(s) authorized by the
Borrowers to execute and deliver such Notice of Borrowing
("Authorized Signatory"), each such Authorized Signatory to be
notified as such to the
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Agent."
"(b) Subject to the terms and conditions of this Agreement,
any Revolving Credit Loans made available to the Borrowers
pursuant to the terms hereof shall be made by crediting the
Operating Account."
b. Notwithstanding anything in this Paragraph 2 to the
contrary, in no event shall the inclusion or exclusion of a specific category or
type of Inventory, Receivable or other Collateral set forth in the forms of
Borrowing Base Certificate, Collateral Activity Report or Additional Report
annexed as an exhibit or schedule to this Amendment No. 5 or otherwise agreed to
by the parties hereto be construed or interpreted as modifying the manner in
which the Borrowing Base is to calculated, and the parties hereto acknowledge
and agree that the Borrowing Base shall be calculated in accordance with the
Credit Agreement as amended by this Amendment No. 5 or as hereinafter amended.
3. Amendment to Section 5.02 - Conditions Precedent to Each
Revolving Credit Loan or Letter of Credit. Section 5.02 of the Credit Agreement
is hereby amended by replacing the words "The Agent shall have timely received"
with "The Agent shall have received by no later than 12:00 a.m. noon" in the
first sentence of paragraph (a) thereof, by deleting the word "and" at the end
of paragraph (d) thereof, and by adding to said Section the following new
conditions:
"(f) The Agent shall have received by no later than 11:00
a.m. EST on each Business Day a Collateral Activity Report,
completed to the satisfaction of the Agent, and certified as
complete and correct on behalf of the Borrowers by the Chief
Financial Officer, Comptroller, Treasurer or Assistant
Treasurer of Xxxxxxxx."
"(g) The Agent shall have received by no later than 11:00
a.m. EST on Tuesday of each week a Borrowing Base Certificate
showing the Borrowing Base as of the close of business on the
Friday of the immediately preceding week, each such Borrowing
Base Certificate to be certified as complete and correct on
behalf of the Borrowers by the Chief Financial Officer,
Comptroller, Treasurer or Assistant Treasurer of Xxxxxxxx,
together with the information as is required to be delivered
pursuant to Schedule 3 to Exhibit J and such other supporting
documentation and additional reports with respect to the
calculation of the Borrowing Base as the Agent shall
reasonably request."
"(h) The Agent shall have received by no later than 11:00
a.m. EST on the 15th day of each fiscal month a Borrowing Base
Certificate showing the Borrowing Base as of the close of
business on the last day of the immediately preceding fiscal
month of the Borrowers, certified as complete and correct on
behalf of the Borrowers by the Chief Financial Officer of
Xxxxxxxx, together with the information as is required to be
delivered pursuant to Schedule 3 to Exhibit J and such other
supporting documentation and additional reports with respect
to the calculation of the Borrowing Base as the Agent shall
reasonably request."
"(i) The Agent shall have received by no later than 11:00
a.m. EST on Tuesday of each week a copy of the additional
weekly reports as outlined in Schedule 3 to Exhibit J,
together with such other supporting documentation and other
reports as the Agent shall reasonably request ("Additional
Reports"), such Additional Reports to be certified as complete
and correct on behalf of the Borrowers by the Chief Financial
Officer of Xxxxxxxx."
4. Amendment to Section 7.01 - Affirmative Covenants. Section
7.01(b)(iv) is hereby amended deleting said paragraph and substituting it with
the following:
"(iv) weekly, by 11:00a.m. EST on Tuesday of each week, and
monthly, by 11:00 a.m. EST on the 15th day of each fiscal
month, a Borrowing Base Certificate, for the last day of the
immediately preceding week and as of the close of business on
the last day of the preceding fiscal month,
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respectively, such Borrowing Base Certificate to reflect the
most recent Receivables, Inventory and ineligibles balance of
the Borrowers and certified as complete and correct on behalf
of the Borrowers by the Chief Financial Officer, Comptroller,
Treasurer or Assistant Treasurer of Xxxxxxxx with respect to
daily and weekly reports, and the Chief Financial Officer of
Xxxxxxxx with respect to monthly reports, together with the
information as is required to be delivered pursuant to
Schedule 3 to Exhibit J, and such other supporting
documentation and additional reports with respect to the
calculation of the Borrowing Base as the Agent shall
reasonably request;".
Section 7.01(b) is hereby further amended by deleting the word "and"
from paragraph (xiv) thereof and adding the following additional reporting
requirements:
"(xvi) by 11:00 a.m. EST on each Business Day, copies of the
completed Collateral Activity Report certified as complete and
correct on behalf of the Borrowers by the Chief Financial
Officer, Comptroller, Treasurer or Assistant Treasurer of
Xxxxxxxx; and"
"(xvii) by 11:00 a.m. EST on Tuesday of each week, copies of
the completed Additional Reports certified as complete and
correct on behalf of the Borrowers by the Chief Financial
Officer, Comptroller, Treasurer or Assistant Treasurer of
Xxxxxxxx and such other supporting documentation and
additional reports with respect to the information required to
be submitted in connection with the preparation of the
Additional Report as the Agent shall reasonably request."
Section 7.01 is hereby further amended to add thereto the following
additional covenants: "(t) Blocked Account. Borrowers shall
maintain at all times hereafter the Blocked Accounts identified
on Exhibit M, to which the Borrowers shall have restricted or
no access in accordance with the Blocked Account Agreement.
Borrowers shall deliver to the Agent a duly executed Blocked
Account Agreement prior to or simultaneously with the execution
and delivery of Amendment No. 5."
"(u) Lockbox Accounts. Borrowers shall maintain at all times
hereafter the Lockbox Accounts identified on Exhibit M, to
which the Borrowers shall have restricted or no access in
accordance with the Lockbox Account Agreement, which agreement
Borrowers shall cause to be executed and delivered to the
Agent prior to or simultaneously with the execution and
delivery of Amendment No. 5.
"(v) Maintenance of Accounts; Exempt Accounts. Borrowers
shall, at all times hereafter, maintain only the Lockbox
Accounts and Blocked Accounts identified on Exhibit M as their
lockbox and depository accounts, respectively, and only at the
bank identified on Exhibit M (or such other bank to which the
Agent shall give prior written consent). Borrowers shall cause
such bank to (i) remit all payments and items in such Lockbox
Accounts and Blocked Accounts to the Collateral Account on a
daily basis by no later than 10:00 a.m. EST in accordance with
the Lockbox Account Agreement and Blocked Account Agreement,
respectively; provided that, so long as no Event of Default
has occurred, the accounts set forth on Exhibit P, and the
balances contained therein, shall be exempt from the Lockbox
Account Agreement and Blocked Account Agreement, respectively,
and from the obligations of Borrowers regarding Lockbox
Accounts and Blocked Accounts (the "Exempt Accounts"), up to
an aggregate amount not to exceed $400,000 at any one time on
a cumulative basis, for, and provided further that such exempt
amount shall be utilized only for, the payment of taxes,
payroll, xxxxx cash and similar expenses, and (ii) acknowledge
and agree, as set forth in the Lockbox Account Agreement and
the Blocked Account Agreement, that all payments and deposits
made and items submitted to the Collateral Account are the
sole and exclusive property of the Agent for the benefit of
the Banks and that the bank identified on Exhibit M (or such
other bank to which the Agent shall give prior written
consent) has no right to setoff against the Blocked Accounts
or Lockbox Accounts. The Borrowers shall cause any bank at
which Lockbox Accounts and/or Blocked Accounts are from time
to time
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maintained pursuant to the terms hereof to execute and
deliver, and agree to be bound by the terms and conditions set
forth in, the Lockbox Account Agreement and the Blocked
Account Agreement. Borrowers hereby acknowledge and agree that
all payments and deposits made and items submitted to the
Collateral Account will be the sole and exclusive property of
the Agent for the benefit of the Banks."
"(w) Books and Records; Inspection; Collateral Monitoring. (i)
Without limiting the generality of any provision herein
relating to the subject matter of this clause (i), each
Borrower will keep proper books and records and accounts in
which full, true and accurate entries in conformity with GAAP
and all requirements of law shall be made of all transactions
and activities in relation to its businesses, and will permit
the Agent or any authorized representatives of the Agent or
professionals (including consultants, accountants, lawyers,
appraisers and investment bankers) retained by the Agent (for
the purposes hereof, any such Person hereinafter referred to
as an "Authorized Agent"), at any time, whether at the Agent's
request or upon the request of the Required Banks, to conduct
evaluations and appraisals of the Borrowers' practices in the
computation of the Borrowing Base and the assets included in
the Borrowing Base (including the schedules thereto), the
Collateral Activity Report and the Additional Reports, and pay
the reasonable fees and expenses associated therewith
(including, without limitation, the reasonable fees and
expenses associated with the services performed by the Agent's
Collateral Agent Services Group or an outside auditor
acceptable to the Agent or the Required Banks); provided,
however, that such Persons shall not be entitled to conduct
such evaluations and appraisals of assets more frequently than
twice per year, unless (x) a Default or an Event of Default
has occurred and is continuing, or (y) the Agent or the
Required Banks determines that any Material Adverse Effect or
material adverse change in the condition, affairs or
operations (financial or otherwise) has occurred with respect
to any of the Borrowers, the Inventory or Receivables
practices or the performance of such Collateral, and that as a
result of such Event of Default, Material Adverse Effect or
material adverse change, more frequent evaluations or
appraisals are required to effectively monitor the Borrowing
Base, in which case the Borrowers shall permit such Persons to
conduct such evaluations and appraisals at such reasonable
times and as often as may reasonably be requested, in each
case so long as any Loans shall remain outstanding; (ii) in
connection with any evaluation or appraisal relating to the
computation of the Borrowing Base, the Borrowers agree to
maintain such additional reserves for the purposes of
computing the Borrowing Base in respect of Eligible
Receivables and Eligible Inventory and make such other
adjustments to its Borrowing Base (i.e., including Eligible
Receivables and Eligible Inventory in the Borrowing Base) as
the Agent or the Required Banks shall reasonably require based
upon the results of such evaluation or appraisal; and (iii)
the Borrowers shall provide the Agent with such other
information, reports and data, and furnish the Agent with such
assistance, as may be reasonably required from time to time by
the Agent, or as requested by the Required Banks, concerning
the Borrower's Receivables, Inventory and other assets, in
such manner and detail as shall be satisfactory to the Agent.
5. Amendment to Section 7.02 - Negative Covenants. Section
7.02 is hereby amended by adding the following negative covenant:
"(r) Lockbox and Blocked Accounts. Create, establish or
otherwise maintain any lockbox, depository or other accounts
at any bank or other financial institution other than the
Lockbox Accounts and Blocked Accounts set forth on Exhibit M
and the Exempt Accounts set forth on Exhibit P, at the bank(s)
identified on Exhibit M and Exhibit P respectively (or such
other bank(s) to which the Agent shall give prior written
consent), or allow, permit or otherwise cause the aggregate
amount in the Exempt Accounts to exceed $400,000 at any one
time, on a cumulative basis."
6. Representations, Warranties and Covenants of the Borrowers.
Each Borrower hereby represents and warrants to each Bank that on and as of the
date hereof (i) the representations and warranties of the Borrowers
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contained in the Credit Agreement and any other Loan Document delivered in
connection therewith to which it is a party are true and correct and apply to
the Borrowers hereto with the same force and effect as though made on and as of
the date hereof, (ii) the Borrowers are in compliance with all covenants
contained in the Credit Agreement (as amended hereby), and (iii) no Default or
Event of Default has occurred and is continuing under the Credit Agreement (as
amended hereby) or any other Loan Document delivered in connection therewith to
which it is a party, after giving effect to this Amendment. To the extent any
claim or off-set may exist as of the date hereof, each Borrower, on behalf of
itself and its successors and assigns, hereby forever and irrevocably (a)
releases each Bank, the Agent and the Syndication Agent and their respective
officers, representatives, agents, attorneys, employees, successors and assigns
(collectively, the "Released Parties"), from any and all claims, demands,
damages, suits, cross-complaints and causes of action of any kind and nature
whatsoever, whether known or unknown and wherever and howsoever arising, and (b)
waives any right of off-set such Borrower may have against any of the Released
Parties.
7. Conditions Precedent to Amendment No. 5. The obligation of the
Banks and the Agent to enter into this Amendment shall be subject to the Agent
having received from the Borrowers, prior to or simultaneously with the
execution and delivery of this Amendment, the following:
(a) Lockbox Account Agreement, duly executed by the
Borrowers and the bank identified on Exhibit M (or
such other bank to which the Agent shall give prior
written consent);
(b) Blocked Account Agreement, duly executed by the
Borrowers and the bank identified on Exhibit M (or
such other bank to which the Agent shall give its
prior written consent); and
(c) Pledged Account Letters, duly executed by the
Borrowers.
8. Pledged Account Letters. The Borrowers agree that the Pledged
Account Letters, to be executed and delivered to the Agent simultaneously with
this Amendment, shall be held by the Agent until (i) a Default or an Event of
Default has occurred and is continuing, or (ii) the occurrence of a Material
Adverse Change, as determined by the Required Banks. In either case, upon such
event or occurrence, the Agent may, and upon the request of the Required Banks
shall, release the Pledged Account Letters to the banks or other financial
institutions to which each such Letter has been addressed, and the Borrowers
each hereby expressly authorize such release by the Agent.
9. Credit Agreement in Full Force and Effect. Except as expressly
modified hereby, the Credit Agreement shall remain unchanged and in full force
and effect as executed and each Borrower hereby confirms and reaffirms all of
the terms and conditions of the Credit Agreement.
10. Entire Understanding. The Credit Agreement and this Amendment
contain the entire understanding of and supersede all prior agreements, written
and verbal, among the Banks, the Agent, the Syndication Agent and the Borrowers
with respect to the subject matter hereof and shall not be modified except in
writing executed by the parties hereto.
11. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to its conflict of laws principles.
12. Exhibits. The Exhibits listed on the Exhibit List attached to
this Amendment No. 5, including the forms thereof annexed hereto, are hereby
added to and incorporated into the Credit Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
THE BORROWERS:
XXXXXXXX INDUSTRIES, INC. XXXXXXXX INDUSTRIES
ALABAMA, INC.
By: By:
------------------------------ ------------------------------
Name: Name:
Title: Title:
J.I. GEORGIA, INC. XXXXXXXX INDUSTRIES
COMPOSITE REINFORCEMENTS,
INC.
By: By:
------------------------------ ------------------------------
Name: Name:
Title: Title:
THE AGENT:
THE CHASE MANHATTAN BANK
By:
------------------------------
Name
Title:
THE SYNDICATION AGENT:
NATIONSBANK, N.A.
By:
------------------------------
Name:
Title:
THE BANKS:
THE CHASE MANHATTAN BANK NATIONSBANK, N.A.
By: By:
------------------------------ ------------------------------
Name: Name:
Title: Title:
REGIONS BANK COMERICA BANK
By: By:
------------------------------ ------------------------------
Name: Name:
Title: Title:
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XXX XXXXXX AMERICAN CAPITAL THE SUMITOMO BANK, LIMITED
PRIME RATE INCOME TRUST
By: By:
------------------------------ ------------------------------
Name: Name:
Title: Title:
By:
------------------------------
Name:
Title:
MERRILL, LYNCH, XXXXXX,
XXXXXX & XXXXX INCORPORATE DDK ACQUISITION PARTNERS, L.P
By: By:
------------------------------ ------------------------------
Name: Name:
Title: Title:
CORESTATES BANK, N.A.
By:
------------------------------
Name:
Title:
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