SEVENTH AMENDMENT TO AMENDED AND
RESTATED LOAN AGREEMENT
This SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN
AGREEMENT (this "Amendment") is being entered into as of the 31st
day of October, 1995, by and among PETROLEUM HELICOPTERS, INC., a
Louisiana corporation (successor by merger to Petroleum
Helicopters, Inc., a Delaware corporation) (the "Company"),
NATIONSBANK OF TEXAS, N.A., a national banking association
("NationsBank"), WHITNEY NATIONAL BANK, a national banking
association ("Whitney"), FIRST NATIONAL BANK OF COMMERCE, a
national banking association ("FNBC", and together with
NationsBank and Whitney, being hereinafter referred to
collectively as the "Banks"), and NationsBank as agent for the
Banks (in such capacity, the "Agent").
PRELIMINARY STATEMENTS
(1) The Company, the Banks, and the Agent have entered
into that certain Amended and Restated Loan Agreement, originally
made as of January 31, 1986, as amended and restated in its
entirety as of July 9, 1993, and as further amended by that
certain First Amendment to Amended and Restated Loan Agreement,
dated as of October 31, 1993, that certain Second Amendment to
Amended and Restated Loan Agreement, dated as of April 15, 1994,
that certain Third Amendment to Amended and Restated Loan
Agreement, dated as of July 31, 1994, that certain Fourth
Amendment and Limited Waiver to Amended and Restated Loan
Agreement, dated as of October 25, 1994, that certain Fifth
Amendment to Amended and Restated Loan Agreement, dated as of
October 31, 1994, and that certain Sixth Amendment to Amended and
Restated Loan Agreement, dated as of February 27, 1995 (such Loan
Agreement, as amended and restated as aforesaid and as the same
may be further amended from time to time, being hereinafter
referred to as the "Loan Agreement"). Terms used herein, unless
otherwise defined herein, shall have the meanings set forth in
the Loan Agreement.
(2) The Company, the Banks, and the Agent now wish to
amend the Loan Agreement to provide, among other things, for the
extension of the Revolving Credit Termination Date, the
Conversion Date and the Capital Loan Termination Date and the
modification of the Applicable Prime Rate and the LIBOR Margin,
all subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company, the
Banks, and the Agent hereby agree as follows:
1. Amendment of Section 1.01 of the Loan Agreement -
"Applicable Prime Rate." Section 1.01 of the Loan Agreement is
hereby amended by deleting the definition of "Applicable Prime
Rate" therein in its entirety and replacing said definition with
the following definition:
"Applicable Prime Rate" shall mean in respect of any
Prime Rate Borrowing a fluctuating rate per annum (based on
a year of 365 or 366 days, as the case may be, and actual
days elapsed) equal to the sum of the Prime Rate plus (i)
0.50% per annum for so long as the Leverage Ratio is greater
than 5.00, (ii) 0.25% per annum for so long as the Leverage
Ratio is greater than 4.50 but less than or equal to 5.00,
or (iii) 0% for so long as the Leverage Ratio is less than
or equal to 4.50.
2. Additional Amendment of Section 1.01 of the Loan
Agreement. Section 1.01 of the Loan Agreement is hereby further
amended by deleting the definition of "Commitment Fee" therein in
its entirety and replacing said definintion with the following
definition.
"Committment Fee" means a fee payable by the Company
pursuant to Subsection 2.07(a) in the amount of (i) 0.50%
per annum for so long as the Leverage Ratio is greater than
5.00, or (ii) 0.375% for so long as the Leverage Ratio is
less than or equal to 5.00 (in each case based on a year of
365 or 366 days, as the case may be, and actual days
elapsed) on the daily average unused amounts of the
Commitments.
3. Additional Amendment of Section 1.01 of the Loan
Agreement - "Conversion Date." Section 1.01 of the Loan
Agreement is hereby further amended by deleting the date
October 31, 1996 in the definition of "Conversion Date" therein
and replacing said date with October 31, 1997.
4. Additional Amendment of Section 1.01 of the Loan
Agreement - "LIBOR Margin." Section 1.01 of the Loan Agreement
is hereby further amended by deleting the definition of "LIBOR
Margin" therein in its entirety and replacing said definition
with the following definition:
"LIBOR Margin" means a rate per annum equal to (i)
2.25% per annum for so long as the Leverage Ratio is greater
than 5.00, (ii) 2.00% per annum for so long as the Leverage
Ratio is greater than 4.50 but less than or equal to 5.00,
(iii) 1.75% per annum for so long as the Leverage Ratio is
greater than 4.00 but less than or equal to 4.50, or (iv)
1.50% per annum for so long as the Leverage Ratio is less
than or equal to 4.00.
5. Amendment of Section 2.01 of the Loan Agreement.
Section 2.01 of the Loan Agreement is hereby amended by deleting
the date October 31, 2001 in subsection (b) thereof and replacing
said date with October 31, 2002.
6. Amendment of Section 2.02 of the Loan Agreement.
Section 2.01 of the Loan Agreement is hereby amended by deleting
the date October 31, 1996 in subsection (a) thereof and replacing
said date with October 31, 1997.
7. Amendment of Exhibit A to the Loan Agreement.
Exhibit A to the Loan Agreement is hereby amended by deleting
said exhibit in its entirety and replacing said exhibit with
Exhibit A attached hereto.
8. Amendment of Exhibit B to the Loan Agreement.
Exhibit B to the Loan Agreement is hereby amended by deleting
said exhibit in its entirety and replacing said exhibit with
Exhibit B attached hereto.
9. Amendment of Exhibit G to the Loan Agreement.
Exhibit G to the Loan Agreement is hereby amended by deleting
said exhibit in its entirety and replacing said exhibit with
Exhibit C attached hereto.
10. Company's Representations and Warranties. In
order to induce the Agent and the Banks to enter into this
Amendment, the Company hereby represents that:
(a) after giving effect to the amendments
contemplated herein, the representations and warranties
contained in the Loan Agreement, the Notes and the
Security Documents (collectively, the "Loan Documents")
are true and correct on and as of the date hereof as
though made on and as of such date, except to the
extent such representations and warranties specifically
relate to an earlier date, in which case they were true
and correct as of such date;
(b) upon execution of this Amendment, the Company
will not be in default in the due performance of any
covenant on its part in the Loan Documents;
(c) no Default or Event of Default has occurred
and is continuing or is imminent;
(d) the Company has all requisite power and
authority to enter into this Amendment and to carry out
the transactions contemplated by, and to perform its
obligations under, the Loan Agreement, as modified by
this Amendment (the "Modified Agreement"); and
(e) the execution and delivery of this Amendment
and the performance of the Modified Agreement have been
duly authorized by all necessary corporate actions on
the part of the Company.
11. Conditions to Effectiveness. This Amendment will
be effective, as of the date first above written, upon (i) the
Company's delivery to the Agent, for the account of the Banks, of
the following items:
(a) a counterpart of this Amendment executed by
the Company;
(b) opinions of counsel to the Company in form
and substance acceptable to the Banks; and
(c) an Officer's Certificate of the Company with
directors' resolutions ratifying this Amendment and the
transactions contemplated by this Amendment attached,
in form and substance acceptable to the Banks; and
(d) three original Capital Loan Notes, each dated
as of the date hereof in substantially the form of
Exhibit A attached hereto with the blanks appropriately
filled, payable to the order of the Banks, and in the
face amount of each Bank's Ratable Share of the Capital
Loan Commitment, respectively, and each executed by the
Company; and
(e) three original Revolving Credit Notes, each
dated as of the date hereof, in substantially the form
of Exhibit B attached hereto with the blanks
appropriately filled, payable to the order of the
Banks, and in the face amount of each Bank's Ratable
Share of the Revolving Credit Commitment, respectively,
and each executed by the Company, and
(ii) the delivery to the Agent of counterparts of this Amendment
executed by each of the Banks.
12. Further Assurances. The Company agrees to do,
execute, acknowledge, and deliver, all and every such further
acts and instruments as the Agent may request for the better
assuring and confirming unto the Agent and the Banks all and
singular the rights granted or intended to be granted hereby or
hereunder.
13. Reference to and Effect on the Loan Agreement and
the Security Documents; Limitation of Waivers.
(a) On and after the date of this Amendment, each
reference in the Loan Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import
referring to the Loan Agreement, and each reference in the
Security Documents to the "Loan Agreement", "thereunder",
"thereof" or words of like import referring to the Loan
Agreement shall mean and be a reference to the Modified
Agreement.
(b) Except as specifically amended hereby, the
Loan Agreement and the Security Documents shall remain in
full force and effect and are hereby ratified and confirmed,
and the execution, delivery and performance of this
Amendment shall not, except as expressly provided herein,
operate as a modification of any right, power or remedy of
the Agent or any Bank under the Loan Agreement. Without
limiting the generality of the foregoing, nothing in this
Amendment shall be deemed (a) to constitute a waiver of
compliance by the Company with respect to any other
provision or condition of the Loan Agreement or (b) to
prejudice any right or remedy that the Agent or any Bank may
now have (except to the extent such right or remedy was
based upon existing defaults that will not exist after
giving effect to this Amendment) or may have in the future
under or in connection with the Loan Agreement or any other
instrument referred to therein.
(c) The Company acknowledges, confirms and
warrants that the Security Documents and any other security
instruments executed at any time in connection with the Loan
Agreement continue to secure, among other things, the
payment of all indebtedness at any time created pursuant to
the Loan Agreement, as hereby amended.
14. Fees and Expenses. The Company agrees to pay on
demand all reasonable costs and expenses of the Banks in
connection with the preparation, reproduction, execution, and
delivery of this Amendment and the other instruments and
documents to be delivered hereunder (including the reasonable
fees and out-of-pocket expenses of counsel for the Banks, and
with respect to advising each Bank as to its rights and
responsibilities under the Loan Agreement, as hereby amended).
In addition, the Company shall pay any and all stamp and other
taxes and fees payable or determined to be payable in connection
with the execution and delivery, filing, or recording of this
Amendment and the other instruments and documents to be delivered
hereunder, and agrees to save each Bank harmless from and against
any and all liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes or fees.
15. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be
given any substantive effect.
16. Counterparts; Effectiveness. This Amendment may
be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same
instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same
document. Upon satisfaction of the conditions set forth in
Section 11 hereof, this Amendment shall be deemed effective as of
the date hereof.
17. Governing Law; Binding Agreement. THIS AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES, and shall be binding upon the Company, the
Agent, and the Banks and their respective successors and assigns.
18. FINAL AGREEMENT. THIS AMENDMENT, TOGETHER WITH
THE LOAN AGREEMENT, EACH NOTE, THE COLLATERAL MORTGAGE NOTE
(PARTS), EACH SECURITY DOCUMENT AND ALL OTHER DOCUMENTS EXECUTED
IN CONNECTION HEREWITH AND THEREWITH, REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this
Seventh Amendment to Amended and Restated Loan Agreement to be
executed by their respective officers thereunto duly authorized
as of the date first above written.
PETROLEUM HELICOPTERS, INC.
By:
Name:
Title:
NATIONSBANK OF TEXAS, N.A.,
individually and as Agent
By:
Name:
Title:
WHITNEY NATIONAL BANK
By:
Name:
Title:
FIRST NATIONAL BANK OF
COMMERCE
By:
Name:
Title:
DAL02:89475.4
EXHIBIT A
TO
SEVENTH AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
EXHIBIT A
PETROLEUM HELICOPTERS, INC.
Capital Loan Note
$ October 31, 1995
FOR VALUE RECEIVED, the undersigned, Petroleum Helicopters,
Inc., a Louisiana corporation (successor by merger to Petroleum
Helicopters, Inc., a Delaware corporation) (herein called the
"Company"), hereby promises to pay to the order of (herein
called the "Bank") in lawful money of the United States of
America on or before the Capital Loan Termination Date (as
defined in the Amended and Restated Loan Agreement (as
hereinafter defined)) unless the maturity is earlier accelerated,
the principal sum of and ___/100 Dollars ($) or, if less, the
aggregate unpaid principal amount of all Capital Loans made by
the Bank to the Company and outstanding on the Capital Loan
Termination Date (as defined in the Amended and Restated Loan
Agreement (as hereinafter defined)), at such times and upon the
terms set forth in that certain Amended and Restated Loan
Agreement dated as of July 9, 1993 (as the same heretofore has
been amended and as the same hereafter from time to time may be
supplemented, amended, restated, extended or otherwise modified,
the "Amended and Restated Loan Agreement") among the Company, the
Bank, the other Banks (as defined therein) and NationsBank of
Texas, N.A., as Agent thereunder. The Company also agrees to pay
interest on the unpaid balance of this note from the date hereof
until maturity, whether by acceleration or otherwise, payable on
each Interest Payment Date (as defined in the Amended and
Restated Loan Agreement) during such period and at maturity, at
the rate or rates per annum provided for in the Amended and
Restated Loan Agreement. Capitalized terms used but not
otherwise defined herein shall have the respective meanings
assigned to them in the Amended and Restated Loan Agreement.
All past due principal and interest on this note shall bear
interest at a rate equal to the lesser of (i) the Prime Rate plus
3% per annum or (ii) the Highest Lawful Rate.
This note is one of the Capital Loan Notes provided for in,
and is entitled to the benefits of, the Amended and Restated Loan
Agreement which Amended and Restated Loan Agreement, among other
things, contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events, for
prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified and to the
effect that no provision of the Amended and Restated Loan
Agreement, the Security Documents or this note shall be construed
to require or permit the payment or collection of interest at a
rate that exceeds the Highest Lawful Rate. This note is secured
by and entitled to the benefits of the Security Documents.
Furthermore, this note does not effect a novation but
is given, to the fullest extent applicable, in modification,
renewal, extension, rearrangement and replacement of that certain
Capital Loan Note dated as of October 31, 1994, in the principal
face amount of $ , executed by the Company, payable to
the order of the Bank (the "1994 Capital Loan Note"), which 1994
Capital Loan Note modified, renewed, extended, rearranged and
replaced certain indebtedness evidenced by that certain Capital
Loan Note of the Company dated as of July 9, 1993 (the "1993
Capital Loan Note"), which 1993 Capital Loan Note modified,
renewed, extended, rearranged and replaced certain indebtedness
evidenced by that certain Term Note of the Company dated
October 29, 1991 (the "1991 Term Note"), which 1991 Term Note
modified, renewed, extended, rearranged and replaced certain
indebtedness evidenced by certain Term Notes of the Company,
dated as of December 28, 1990 (the "1990 Term Notes"), which 1990
Term Notes modified, renewed, extended, rearranged and replaced
certain indebtedness originally evidenced by certain Term Notes
of the Company, dated as of April 22, 1986 and delivered
pursuant to that certain Loan Agreement originally dated as of
January 31, 1986, as amended and restated in its entirety as of
August 1, 1988, and amended and restated in its entirety as of
December 28, 1990, of which said Loan Agreement the Amended and
Restated Loan Agreement is an amendment and restatement in its
entirety. All liens and security interests securing payment of
the 1994 Capital Loan Note (including, without limitation, those
securing payment of the 1993 Capital Loan Note, the 1991 Term
Note and the 1990 Term Notes) are hereby collectively renewed,
extended, rearranged, ratified and brought forward as security
for the payment and performance of this note. The Company hereby
agrees that this modification, renewal, extension, rearrangement,
and replacement shall in no manner affect, release, cancel,
terminate, extinguish or otherwise impair the liens and security
interests securing payment of the 1994 Capital Loan Note and that
said liens and security interests shall not in any manner be
waived.
The Company and any and all endorsers, guarantors and
sureties severally waive grace, demand, presentment for payment,
notice of dishonor or default, protest, notice of intent to
accelerate, notice of acceleration and notice of protest and
diligence in collecting and bringing of suit against any party
hereto, and agree to all renewals, extensions or partial payments
hereon, in whole or in part, with or without notice, before or
after maturity.
THIS NOTE SHALL BE INTERPRETED AND GOVERNED BY, AND THE
RIGHTS, OBLIGATIONS AND LIABILITIES OF THE PARTIES HERETO SHALL
BE DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED
TO CONFLICT OF LAWS PRINCIPLES) AND JUDICIAL DECISIONS OF THE
STATE OF TEXAS AND APPLICABLE FEDERAL LAW.
PETROLEUM HELICOPTERS, INC.
By:
Name:
Title:
DAL02:89475.4
EXHIBIT B
TO
SEVENTH AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
EXHIBIT B
PETROLEUM HELICOPTERS, INC.
Revolving Credit Note
$ October 31, 1995
FOR VALUE RECEIVED, the undersigned, Petroleum
Helicopters, Inc., a Louisiana corporation (successor by merger
to Petroleum Helicopters, Inc., a Delaware corporation) (herein
called the "Company"), hereby promises to pay to the order of
(herein called the "Bank") on October 31, 1997, unless the
maturity is earlier accelerated, the principal sum of ($) or, if
less, the aggregate unpaid principal amount of all Revolving
Credit Loans made by the Bank to the Company and outstanding on
the Revolving Credit Termination Date. The Company also agrees
to pay interest on the unpaid balance thereof from the date
hereof until maturity, whether by acceleration or otherwise,
payable on each Interest Payment Date during such period and at
maturity, at the rate or rates per annum provided for in that
certain Amended and Restated Loan Agreement dated as of July 9,
1993 (as the same heretofore has been amended and as the same
hereafter from time to time may be further amended, modified or
supplemented, the "Amended and Restated Loan Agreement") among
the Company, the Bank, the other Banks and NationsBank of Texas,
N.A., as Agent thereunder. Capitalized terms used but not
otherwise defined herein shall have the respective meanings
assigned to them in the Amended and Restated Loan Agreement
If any payment or prepayment of principal or interest
on this note shall become due on a day that is not a Business
Day, such payment shall be made on the next succeeding Business
Day, and such extension of time shall in such case be included in
computing interest in connection with such payment.
All past due principal and interest on this note shall
bear interest at a rate equal to the lesser of (i) 3% above the
Prime Rate or (ii) the Highest Lawful Rate.
Payments of both principal and interest are to be made
in immediately available funds at the Office of the Agent or such
other place as the Agent shall designate in writing to the
Company.
This note is one of the Revolving Credit Notes provided
for in, and is entitled to the benefits of, the Amended and
Restated Loan Agreement which Amended and Restated Loan
Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain
stated events, for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions
therein specified and to the effect that no provision of the
Amended and Restated Loan Agreement, the Security Documents or
this note shall require the payment or permit the collection of
interest in excess of the Highest Lawful Rate. This note is
secured by and entitled to the benefits of the Security
Documents.
Furthermore, this note does not effect a novation but
is given, to the fullest extent applicable, in modification,
renewal, extension, rearrangement, and replacement of that
certain Revolving Credit Note dated as of October 31, 1994 in the
principal face amount of $_______________, executed by the
Company, payable to the order of the Bank (the "October 1994
Note"), which October 1994 Note modified, renewed, extended,
rearranged and replaced certain indebtedness originally evidenced
by that certain Revolving Credit Note dated as of October 31,
1993 executed by the Company, payable to the order of the Bank
(the "October 1993 Note"), which October 1993 Note modified,
renewed, extended, rearranged and replaced certain indebtedness
originally evidenced by that certain Revolving Credit Note dated
as of July 9, 1993 executed by the Company, payable to the order
of the Bank (the "July 1993 Note"), which July 1993 Note
modified, renewed, extended, rearranged and replaced certain
indebtedness originally evidenced by certain Revolving Credit
Notes of the Company, dated as of April 22, 1986 (the "1986
Notes"), and delivered pursuant to that certain Loan Agreement
originally dated as of January 31, 1986, as amended and restated
in its entirety as of August 1, 1988, and as amended and restated
in its entirety as of December 28, 1990, of which said Loan
Agreement the Amended and Restated Loan Agreement is an amendment
and restatement in its entirety. All liens and security
interests securing payment of the October 1994 Note (including,
without limitation, those securing payment of the October 1993
Note, the July 1993 Note and the 1986 Notes) are hereby
collectively renewed, extended, rearranged, ratified and brought
forward as security for the payment and performance of this note.
The Company hereby agrees that this modification, renewal,
extension, rearrangement, and replacement shall in no manner
affect, release, cancel, terminate, extinguish or otherwise
impair the liens and security interests securing payment of the
October 1994 Note and that said liens and security interests
shall not in any manner be waived.
The Company and any and all endorsers, guarantors and
sureties severally waive grace, demand, presentment for payment,
notice of dishonor or default, protest, notice of intent to
accelerate, notice of acceleration and notice of protest and
diligence in collecting and bringing of suit against any party
hereto, and agree to all renewals, extensions or partial payments
hereon, in whole or in part, with or without notice, before or
after maturity.
THIS NOTE SHALL BE GOVERNED BY, AND THE RIGHTS,
OBLIGATIONS AND LIABILITIES OF THE PARTIES HERETO SHALL BE
DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO
CONFLICT OF LAWS PRINCIPLES) AND JUDICIAL DECISIONS OF THE STATE
OF TEXAS AND APPLICABLE FEDERAL LAW.
PETROLEUM HELICOPTERS, INC.
By:
Name:
Title:
DAL02:89475.4
EXHIBIT C
TO
SEVENTH AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
EXHIBIT G
OFFICERS' CERTIFICATE
OF PETROLEUM HELICOPTERS, INC.
AS TO VALUE OF CERTAIN AIRCRAFT
The undersigned, [Carroll W. Suggs or John H. Untereker], the
[Chairman of the Board or the Treasurer, respectively] of
Petroleum Helicopters, Inc., a Delaware corporation (the
"Company"), on my own behalf and on behalf of the Company, hereby
certifuesies as to the matters set forth in the numbered
paragraphs below. The capitalized terms used and not defined
herein are used with the same meaning assigned thereto in that
certain Loan Agreement among the Company and NationsBank of
Texas, N.A. (formerly known as NCNB Texas National Bank and
successor-in-interest to First Republic Bank Houston N.A.),
Whitney National Bank (formerly known as Whitney National Bank of
New Orleans), and First National Bank of Commerce, originally
dated January 31, 1986, as amended and restated in its entirety
as of July 9, 1993 (as amended and restated as aforesaid, and as
thereafter amended, the "Loan Agreement").
1. The Company is currently and will be, immediately after
giving effect to Amendment No. ___________ dated
_________________, 199__, to the Louisiana Security
Agreement (the "Amendment"), in full compliance with all of
the provisions of the Loan Agreement including, without
limitation, Section 8.16 thereof.
2. The helicopters to be released consist of one or more
complete helicopters or other Aviation Units.
3. The portions of the Aircraft remaining subject to the
Security Interest consist of complete helicopters or other
Aviation Units in the operating condition required by
Section 7.09 of the Loan Agreement to be maintained by the
Company.
4. There is currently no Default or Event of Default under the
Loan Agreement, no such Default or Event of Default is
imminent and no such Default or Event of Default will be
precipitated or continued by the transactions contemplated
herein. The Company is currently, and immediately after
giving effect to the Amendment will be, in full compliance
with each of the Security Documents.
DAL02:89475.4
IN TESTIMONY WHEREOF, w eeI hereunto stet over ourmy
hands and affix the corporate seal of the Company on this ___ day
of ______________________, 199___.
[Carroll W. Suggs or John H.
Untereker]
[Chairman of the Board or
Treasurer, respectively]
DAL02:89475.4