Private Client Group
Merrill Lynch Business
Financial Services Inc
33 West Monroe Street
22nd Floor
Merrill Lynch Chicago, Illinois 60603 312/269-1385
FAX 312/201-0210
April 22, 1996
TM Century, Inc.
2002 Academy
Dallas, TX 75234-9220
Re: Amendment to Loan Documents
Dear Jeanette:
This Letter Agreement will serve to confirm certain agreements of
Merrill Lynch Business Financial Services Inc. ("MLBFS") and TM
Century, Inc. ("Customer'') with respect to: (i) that certain WORKING
CAPITAL MANAGEMENT ACCOUNT AGREEMENT AND RELATED WCMA NOTE NO. 586-
07R66 between MLBFS and Customer (including any previous amendments
and extensions thereof), and (ii) all other agreements between MLBFS
and Customer in connection therewith (collectively, the "Loan
Documents"). Capitalized terms used herein and not defined herein
shall have the meaning set forth in the Loan Documents.
Subject to the terms hereof, effective as of the "Effective Date", the
Loan Documents are hereby amended as follows:
1 .Subject to the terms of the Loan Documents (including the Letter of
Credit Supplement included therein), MLBFS has approved letter of
credit availability for Customer under the WCMA Line of Credit,
limited to the lesser of: (i) $200,000.00 or (ii) the then remaining
availability under Customer's WCMA Line of Credit. Each letter of
credit will be issued by a corresponding bank after approval both by
MLBFS and that bank as to the terms of the requested letter of credit
and execution by Customer of all documents required by MLBFS and that
bank. Each letter of credit will be subject to the approval of MLBFS
and the issuing bank, and when issued will reduce the remaining
availability under Customer's WCMA Line of Credit by the amount of
such letter of credit and its related fees. In connection with said
letter of credit availability, Customer acknowledges and agrees:
(a) Concurrently with its acceptance hereof, Customer will pay to
MLBFS by check a non-refundable Letter of Credit Commitment Fee in the
amount of $500.00.
(b) All other fees will be charged in accordance with the terms of the
Letter of Credit Supplement included in the Loan Documents.
(c) No letter of credit expiry date shall extend beyond the Maturity
Date.
Additional fees may apply under certain circumstances. All fees
(except for the Letter of Credit Commitment Fee) will be charged to
Customer's WCMA Account at the applicable time. Please be advised,
generally a letter of credit takes a minimum of 72 hours to be issued
from the date the required documents are returned and accepted by
MLBFS.
TM Century, Inc.
April 22, 1996
Page No. 2
Except as expressly amended hereby, the Loan Documents shall continue
in full force and effect upon all of their terms and conditions.
Customer acknowledges, warrants and agrees, as a primary inducement to
MLBFS to enter into this Agreement, that: (i) no default or Event of
Default has occurred and is continuing under the Loan Documents; (ii)
each of the warranties of Customer in the Loan Documents are true and
correct as of the date hereof and shall be deemed remade as of the
date hereof; (iii) Customer does not have any claim against MLBFS or
any of its affiliates arising out of or in connection with the Loan
Documents or any other matter whatsoever, and (iv) Customer does not
have any defense to payment of any amounts owing, or any right of
counterclaim for any reason under, the Loan Documents.
The amendments and agreements in this Letter Agreement will become
effective on the date (the "Effective Date") upon which: (i) Customer
shall have executed and returned the duplicate copy of this Letter
Agreement and the other document enclosed herewith; (ii) an officer of
MLBFS shall have reviewed and approved this Letter Agreement and said
other document as being consistent in all respects with the original
internal authorization hereof; and (iii) to the extent applicable,
MLBFS shall have entered such amendments and agreements in its
computer system (which MLBFS agrees to do promptly after the receipt
of such executed duplicate copy and other document). Notwithstanding
the foregoing. if for any reason other than the sole fault of MLBFS
the Effective Date shall not occur within 14 days from the date of
this Letter Agreement, then all of said amendments and agreements
herein will, at the sole option of MLBFS, be void.
Very truly yours,
Merrill Lynch Business Financial Services Inc.
By: (Signature)
Peter Christopoulos
Credit Analyst
Accepted:
TM Century, Inc.
Printed Name: Neil Sargent
Title: President/CEO
Merrill Lynch
No. 586-07R66
LETTER OF CREDIT SUPPLEMENT
This LETTER OF CREDIT SUPPLEMENT ("Supplement") is hereby made a part
of that certain WORKING CAPITAL MANAGEMENT ACCOUNT AGREEMENT AND
RELATED WCMA NOTE AND SECURITY AGREEMENT NO. 586-07R66 (the "Loan
Agreement") between MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
("MLBFS") and TM CENTURY, INC ("Customer').
In connection with Customer's WCMA Line of Credit under the Loan
Agreement, Customer may from time to time apply for the opening of
letters of credit by an Issuing Bank, subject in each case to the
consent and approval of MLBFS. This Supplement sets forth the
understandings between MLBFS and Customer with respect to any and all
such letters of credit.
Accordingly, and in consideration of the mutual covenants of the
parties hereinafter set forth, MLBFS and Customer hereby agree as
follows:
1. DEFINITIONS.
(a) Specific Terms. In addition to terms defined elsewhere in the Loan
Agreement or in any exhibit or amendment thereto or document
incorporated therein (which terms shall have the same meaning herein),
when used herein, the following terms shall have the following
meanings:
(i) "Application" shall mean the applicable Issuing Bank's document or
documents used to apply for and request, with MLBFS' prior approval, a
Credit to be issued by such Issuing Bank under this Supplement and the
applicable CLC Agreement.
(ii) "Business Day" means any day upon which the applicable Issuing
Bank's principal office is open for the conduct of substantially all
of its banking functions.
(iii) "CLC Agreement" means that agreement which Customer enters into
with the applicable Issuing Bank in consideration of such Issuing
Bank's role in connection with the Letter of Credit Arrangement under
the WCMA Program.
(iv) "Credit" means a letter of credit authorized and agreed to by the
applicable Issuing Bank from time to time to be issued on Customers
behalf and which is issued by such Issuing Bank at Customer's request
with MLBFS' consent while this Supplement and the applicable CLC
Agreement are in effect.
(v) "Document" means not only documents of title, but also all other
papers, securities, invoices, certificates, letters, notices,
receipts, telegrams, telex or telephonic transmissions, facsimiles,
computer data printouts and any other tangible expression of words or
data, whether transmitted or delivered by written, electromagnetic or
other means.
(vi) "Draft" means any bill of exchange or acceptance, whether payable
at sight or at a future time. If a Credit provides for presentation of
Documents without Drafts, references herein to Drafts, acceptances,
Documents relative thereto or payments or acceptances thereof, shall
refer to Documents presented for payment against or acceptances of
such Documents, and all rights and obligations hereunder shall be the
same as though Drafts had accompanied such Documents.
(vii) "Issuing Bank" refers as of the date hereof to Mellon Bank
(East) National Association ("Mellon") or The Northern Trust Company
("Northern") or Bank of America Illinois (formerly known as
Continental Bank, N.A.) ("Bank of America'3, as applicable, and
"Issuing Banks" refers as of the date hereof to Mellon, Northern and
Bank of America, collectively. MLBFS reserves the right without notice
to or the consent of Customer to
designate any other or additional financial institutions as an Issuing
Bank, and upon any such designation by MLBFS, such other or additional
financial institutions shall be included in the definition of issuing
Bank and Issuing Banks for all purposes hereof.
(viii) "Letter of Credit Arrangement" shall mean the arrangement made
between MLBFS and each Issuing Bank with respect to the issuance of
Credits in connection with the WCMA Program.
(b) Other Terms. Except as otherwise provided herein or in the Loan
Agreement, other terms herein shall
have the meaning assigned to them by the "Uniform Customs and Practice
for Documentary Credits"
(1983 Revision) International Chamber of Commerce Publication No. 500.
2. APPLICATIONS FOR THE ISSUANCE OF CREDITS.
Each Application executed by Customer shall constitute a certification
by Customer that all representations and warranties made by Customer
in this Supplement, the applicable CLC Agreement and in the Loan
Agreement are true and correct as of the date of such Application.
Upon receipt of an Application, MLBFS may elect, but shall not be
required, to request that an Issuing Bank issue or amend a Credit in
connection with MLBFS' Letter of Credit Arrangement in response
thereto. In no event, however, shall (i) the aggregate amount
outstanding under all such Credits exceed $200,000.00, or (ii) the
expiration date of any Credit extend beyond the Maturity Date of the
WCMA Line of Credit. Amendments to any Application and requests to
amend any Credit issued shall be in accordance with the procedures of
the applicable Issuing Bank and MLBFS governing such amendments.
Customer expressly acknowledges and agrees that in order to make
Applications or request amendments by certain means permitted by the
procedures of the applicable Issuing Bank and MLBFS (including, but
not limited to, microcomputer transmissions), Customer may be required
to execute one or more additional agreements governing the rights and
duties of Customer, the Issuing Bank and/or MLBFS with respect
thereto. Customer further acknowledges and agrees that upon the
issuance of each Credit, the WCMA Line of Credit under the Loan
Agreement will be reduced by the amount of such Credit so long as such
Credit remains outstanding.
3. PAYMENT OBLIGATIONS.
(a) Customer unconditionally agrees to pay to MLBFS: (i) as to any
Drafts or claims drawn under or made in connection with any Credit,
all amounts paid or payable by MLBFS under, pursuant to or in
connection with such Credit; (ii) all fees and charges of MLBFS in
connection with such Credit and/or Application, which fees and charges
shall be in such amount or at such rate as MLBFS shall determine in
its sole discretion; and (iii) any and all expenses, obligations or
charges paid or incurred by MLBFS, the applicable Issuing Bank or any
of its correspondents in connection with such Credit, this Supplement
and/or the applicable CLC Agreement. A schedule of the current fees,
charges and limitations applicable to this Supplement and any Credit
issued pursuant hereto is set forth on Exhibit A attached hereto and
hereby made a part hereof. The Commitment Fee referred to on said
Exhibit A shall apply only with respect to the period between the date
hereof and the current Maturity Date of the WCMA Line of Credit. In
the event of any renewal of the WCMA Line of Credit, an additional
Commitment Fee shall be payable in the amount then determined by
MLBFS. The acceptance of any Commitment Fee by MLBFS shall not in any
event obligate MLBFS to consent to the issuance of any Credit or
particular number of Credits. No fees or charges shall be refundable
under any circumstances.
(b) Provided that no Event of Default shall then have occurred and is
continuing, within a reasonable time after the presentation of any
Drafts or other third party claims in connection with any Credit,
MLBFS will increase the WCMA Line of Credit by an amount equal to the
lesser of: (i) the aggregate amount of such Drafts or claims, or (ii)
the amount by which the WCMA Line of Credit was previously reduced on
account of such Credit.
(c) Without limiting in any way Customer's obligations to pay MLBFS
any amounts due pursuant to or in connection with any Credit, this
Supplement or the applicable CLC Agreement, Customer hereby
irrevocably authorizes MLBFS to pay on Customers behalf any and all
amounts due pursuant to or in connection with any Credit or this
Supplement or the applicable CLC Agreement, upon the demand of the
applicable Issuing Bank for payment.
(d) In order to make such payments to the applicable Issuing Bank on
Customers behalf, or MLBFS for the fees and charges referred to
above or other sums payable, Customer hereby irrevocably authorizes
MLBFS to: (i) debit Customers WCMA Account, electronically, by draft,
and/or by any other means that MLBFS may in its sole discretion deem
appropriate, and Customer understands and agrees that such debit may,
without limitation, cause the redemption of any and all of Customer's
shares in a CMA money market fund and/or the withdrawal of any and all
of its deposits maintained in any ISA arrangement and Customer
irrevocably authorizes Merrill Lynch, Pierce, Fenner & Smith
Incorporated to redeem and/or withdraw such fund shares and/or
deposits to pay the amounts to MLBFS; and (ii} should an insufficient
amount of or no cash, CMA money market fund shares and/or ISA balances
be available in Customers WCMA Account, advance funds from Customers
WCMA Line of Credit on account thereof; all without notice to or any
separate consent of Customer.
(e) All payments to which MLBFS is entitled shall be made to MLBFS by
Customer free and clear of and without deduction for any present and
future foreign taxes, exchange regulation charges or other levies,
deductions or withholdings of any kind, and shall be made in United
States currency.
4. EXAMINATION OF CREDITS, INSTRUMENTS AND DOCUMENTS: DISCREPANCIES.
(a) Customer shall promptly examine a copy of each Credit (and any
amendments thereto) sent to it by MLBFS and/or an Issuing Bank and all
other instruments and documents (or copies thereof) delivered to it
from time to time by MLBFS and/or such Issuing Bank in connection
therewith, and Customer shall, within one Business Day of its receipt
thereof, notify MLBFS and such Issuing Bank by telecommunication or
other expeditious means of communication of any discrepancy,
irregularity or claim of non-compliance with the instructions set
forth in the appropriate Application or amendment request. Customer
shall be conclusively deemed to have waived any claim against MLBFS
and such Issuing Bank and its correspondents in connection with such
Credit unless it notifies MLBFS and such Issuing Bank in accordance
with the term of the previous sentence.
(b) In the event that MLBFS and/or the applicable Issuing Bank
notifies Customer as to any discrepancy between any instrument or
document presented under any Credit and the requirements of such
Credit, Customer shall, within one Business Day of its receipt of such
notice (:or such shorter interval as circumstances may require and of
which the applicable Issuing Bank shall advise Customer), notify MLBFS
by telecommunication or other expeditious means of communication as to
Customers acceptance or non-acceptance thereof. Customer shall also
notify such Issuing Bank of all such instances in accordance with
terms of the applicable CLC Agreement. Customer shall be conclusively
deemed to waive any claim of improper honor or dishonor of any Credit,
or of improper payment therefor, if it fails to so notify MLBFS and
such Issuing Bank within the time and in the manner required herein.
5. COMPLIANCE WITH LEGAL REQUIREMENTS.
Customer shall procure all licenses and comply with all formalities
necessary for the import, export and shipping of any property in
connection with any Credit and shall comply with all applicable
domestic and foreign laws, orders and regulations (including those
relating to exchange). Upon MLBFS' request, Customer shall promptly
furnish MLBFS and the Issuing Bank with certificates evidencing such
compliance. Customer hereby certifies and warrants to MLBFS on a
continuing basis that: (i) no transactions with respect to any
property shipped in connection with any Credit are or will be
prohibited under any United States or foreign law, order or
regulation, and (ii) each shipment covered by any Credit or regulation
and any Documents required thereunder, shall fully conform to all
applicable United States and foreign laws, orders and regulations.
6. LIMITATIONS.
(a) Customer agrees that neither MLBFS, the applicable Issuing Bank,
nor any of its correspondents shall be responsible for, and Customers
obligation to pay and/or reimburse MLBFS shall not be affected by: (i)
acts or omissions of any other person, including, without limitation,
any beneficiary or assignee of any Credit, and any correspondent,
agent or sub-agent; (ii) the existence, character, nature, quality,
quantity, condition, packing value or delivery of goods purporting to
be represented by Documents; (iii) the validity, sufficiency,
genuiness or collectibility of Documents (including insurance) or
instruments, or of any endorsements thereon; (iv) any irregularity in
connection with shipment, including, without limitation, any default
or fraud by the shipper or others, the time, place, manner or order of
shipment, non-shipment of goods or partial or incomplete shipments,
failure to arrive or delay in arrival of goods or Documents, or
failure to give notice of shipment or arrival of goods or Documents;
(v) breach of contract between Customer and any Credit beneficiary or
other party; (vi) consequences of compliance with laws, orders,
regulations or customs in effect in places of negotiation or payment
of any Credit; (vii) failure of Drafts or other payment demands to
bear reference or adequate reference to any Credit; (viii) failure of
any negotiating bank to comply with MLBFS' directions, (ix) failure of
any party to surrender or take up any Credit, (x) failure of any party
to note the amount of any Draft or payment demand on the reverse side
of any Credit, or forward Documents apart from Drafts as required by
the terms of any Credit (each of which requirements may be waived by
the applicable Issuing Bank even if included in any Credit); (xi)
errors, omissions, interruptions or delays in transmission or delivery
of any messages, however sent and whether plain or in code or cipher,
or errors in translation or interpretation of technical or other
terms; or (xii) without limiting the foregoing, any other act or
omission not done or omitted in bad faith.
(b) MLBFS shall have no duty to inquire into: (i) the existence of any
disputes or controversies between Customer and the beneficiary of any
Credit or any other person, 'including without limitation the
applicable Issuing Bank and/or its correspondents, or (ii) the truth,
accuracy or occurrence of any fact or event referred to in any
certificate or other Document presented under or in connection with
any Credit. MLBFS' sole obligation shall be limited to honoring
requests for payment by the applicable Issuing Bank made under and in
compliance with any Credit notwithstanding: (A) any assistance which
MLBFS may have rendered in connection with the preparation of the
wording of the Credit or any certificate or other Documents required
to be presented thereunder, or (B) any awareness or knowledge which
MLBFS may have concerning any transaction giving rise to any Credit.
7. INDEMNIFICATION AND INCREASED COSTS.
(a) Customer agrees to indemnify and hold MLBFS, the applicable
Issuing Bank and its correspondents and their respective officers,
agents, directors, successors and assigns harmless from and against
any and all claims, losses, liabilities and expenses (including
reasonable attorneys' fees) resulting from or incurred in connection
with this Supplement, any Application and/or any Credit, and, without
limiting the foregoing, Customer agrees to bear and pay all reasonable
expenses of every kind for the enforcement of any of MLBFS' and/or the
applicable Issuing Bank's rights herein mentioned or of any claim or
demand by MLBFS and/or the applicable Issuing Bank against Customer;
excluding, however, from said indemnity any such claims, liabilities,
etc. arising directly out of the willful wrongful act or active gross
negligence of MLBFS or the Issuing Bank. If any attorney is used at
any time or from time to time to enforce any of said obligations or
this Supplement or to represent MLBFS and/or such Issuing Bank in any
legal proceeding concerning any Credit (including, without limitation,
any attempt by Customer to enjoin or delay MLBFS' payment for the
honor of a draft or payment demand under any Credit), MLBFS' and such
Issuing Bank's reasonable attorneys' fees shaft be added thereto.
(b) If any law or regulation, any change in any law or regulation, or
any interpretation thereof by any court or administrative or
governmental authority charged or claiming to be charged with the
administration thereof, or any change in generally accepted accounting
principles applicable to MLBFS and/or the applicable Issuing Bank,
shall: (i) impose, modify or make applicable any reserve, special
deposit or similar requirement against any Credits issued by such
Issuing Bank or with respect to this Supplement or the applicable CLC
Agreement, the Credit or any related Document or any transactions
hereunder or thereunder, or {ii) impose on MLBFS and/or the applicable
Issuing Bank any other condition regarding this
Supplement, the applicable CLC Agreement, the Credit or any related
Document, or (iii) subject MLBFS and/or the applicable Issuing Bank to
any tax, charge, fee, deduction or withholding of any kind whatsoever
and the result of any such event or any similar measure, shall be to
increase the cost to MLBFS or to such Issuing Bank with respect to
issuing or maintaining any Credit or to reduce the amount of principal
of, interest on, or any fee or compensation receivable by MLBFS and/or
such Issuing Bank in respect of any Credit or this Supplement,
Customer shall promptly pay to MLBFS or such Issuing Bank, upon
demand, and from time to time upon receipt from MLBFS and/or such
Issuing Bank of a certificate as to such increased cost, completed as
of the effective date of such change of interpretation, all additional
amounts which are necessary to compensate MLBFS and/or such Issuing
Bank for such increased cost. A certificate from MLBFS or the
applicable Issuing Bank as to increased costs shall show the manner of
calculation and shall be conclusive (absent manifest error) as to the
amount thereof, In addition, without limiting the foregoing, if any
such change in applicable law or regulations, or interpretation
thereof or in generally accepted accounting principles should occur,
but such change or interpretation does not increase any cost or reduce
any fee or compensation, Customer nevertheless agrees to pay to MLBFS
a fee which will adequately compensate MLBFS, in its' reasonable
judgment, for any adverse non-monetary impact on MLBFS.
8. INSURANCE.
Customer shall keep all property shipped in connection with any Credit
insured in such amounts, against such risks, upon such terms and with
such insurers as may be required by MLBFS from time to time, and shall
furnish to MLBFS on request a certificate or other evidence
satisfactory to MLBFS of such insurance. Customer understands and
agrees that any insurance required to be obtained pursuant to this
Section is and shall be deemed supplemental to any required by or
obtained in favor of the applicable Issuing Bank.
9. RESERVATION OF RIGHTS OF MLBFS. MLBFS RESERVES THE RIGHT AT ANY
TIME WITHOUT NOTICE TO OR THE CONSENT OF CUSTOMER TO: (i) TERMINATE OR
MODIFY IN ANY MANNER ITS LETTER OF CREDIT ARRANGEMENT WITH ANY ISSUING
BANK, (ii) TERMINATE ITS LETTER OF CREDIT PROGRAM, (iii) REFUSE WITH
OR WITHOUT CAUSE TO APPROVE ANY REQUEST OR REQUESTS OF CUSTOMER FOR
ISSUANCE OR AMENDMENT OF A CREDIT AND (iv) TERMINATE OR AMEND THIS
SUPPLEMENT AND CUSTOMER'S RIGHTS HEREUNDER.
10. MISCELLANEOUS.
(a) Customer shall furnish MLBFS with a list of persons authorized to
act for Customer in connection with this Supplement, any Application
or any Credit issued pursuant to this Supplement. MLBFS shall be
authorized and entitled to rely upon any written or tele-transmitted
Application or other communication or any message or conversation by
telephone received or purporting to be received from one of such
persons or any other person reasonably believed by MLBFS to be duly
authorized to act for Customer hereunder.
(b) Customer shall not assign any of its rights and/or obligations
hereunder unless the prior written consent of each of MLBFS and the
applicable Issuing Bank is obtained. Customer acknowledges and agrees
that MLBFS may freely assign or delegate any of its rights and duties
hereunder, or in connection with any Credit, to any entity without
notice to or the consent of Customer.
(c) No delay on the part of MLBFS and/or the applicable Issuing Bank,
or on the part of any assignee, in exercising any power or right
hereunder shall operate as a waiver of any power or right; nor shall
any single or partial exercise of any power or right hereunder
preclude other or further exercise thereof, or the exercise of any
other power or right. The rights and remedies herein expressly
specified are cumulative and not exclusive of any other rights or
remedies which MLBFS and/or the applicable Issuing Bank or any of
their assigns may otherwise have or would have under applicable law.
(d) This Supplement shall be interpreted, construed and enforced
according to the laws of the State of Illinois, and may be enforced in
any jurisdiction in which the Loan Agreement may be enforced.
(e) MLBFS is hereby irrevocably authorized, but not obligated, to
obtain and receive any and all communications and/or material of any
nature whatsoever relating to Credits or in connection with
Customer's participation in MLBFS' Letter of Credit Arrangement,
including, without limitation, any and all communications from or to
the applicable Issuing Bank.
(f) All notices and other communications required or permitted
hereunder shall be given and shall become effective in the manner and
at the time set forth in the Loan Agreement.
(g) If Customer shall fail to do any act or thing it has covenanted to
do under this Supplement or the applicable CLC Agreement or if any
representation or warranty on the part of Customer contained in this
Supplement or the CLC Agreement shall be breached, MLBFS may, in its
sole discretion, after 5 days written notice is sent to Customer, do
the same or cause it to be done or remedy any such breach, and may
expend its funds for such purpose; and any and all amounts so expended
by MLBFS shall be repayable to MLBFS by Customer immediately upon
MLBFS' demand therefor, with interest at the Interest Rate described
in the Loan Agreement during the period from and including the date
funds are so expended by MLBFS to the date of repayment, and any such
amounts due and owing MLBFS shall be additional Obligations of
Customer to MLBFS secured hereunder and under the Loan Agreement.
(h) Customer agrees to do such further acts and things and to execute
and deliver to MLBFS such additional agreements, instruments and
documents as MLBFS may reasonably require or deem advisable to carry
into effect the purposes of this Supplement, or to confirm unto MLBFS
its rights, powers and remedies under this Supplement.
(i) This Supplement shall be governed by and interpreted under the
laws of the State of Illinois, and may be enforced by MLBFS in any
jurisdiction where the Loan Agreement may be enforced.
(j) Whenever possible, each provision of this Supplement shall be
interpreted is such manner as to be effective and valid under
applicable law. Any provision of this Supplement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective only to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Supplement or affecting the validity or enforceability of such
provision in any other jurisdiction.
(k) This Supplement is an Additional Agreement under the Loan
Agreement, constitutes the entire understanding and represents the
full and final agreement between the parties with respect to the
subject matter hereof, and may not be contradicted by evidence of
prior written agreements or prior, contemporaneous or subsequent oral
agreements of the parties. There are no unwritten oral agreements
between the parties.
IN WITNESS WHEREOF, this Supplement has been executed as of April 18,
1996.
TM CENTURY, INC
By: (Signatures)
Neil Sargent Janette Williams
President/CEO Chief Accounting Officer
Accepted at Chicago, Illinois:
MERRILL LYNCH BUSINESS FINANCIAL
SERVICES INC.
By: (Signature)
Peter Christopoulos
EXHIBIT A
ATTACHED TO AND HEREBY MADE A PART OF THAT CERTAIN LETTER OF CREDIT
SUPPLEMENT TO WORKING CAPITAL MANAGEMENT ACCOUNT AGREEMENT AND RELATED
WCMA NOTE AND SECURITY AGREEMENT NO. 5116-07R66 BETWEEN MERRILL LYNCH
BUSINESS FINANCIAL SERVICES INC. AND TM CENTURY, INC.
Stand-By Letters of Credit:
Commitment Fee: Issuance Fee: Amendment Fee: Stand-By Commission:
Cancellation Fees Negotiation Fees: Cable Fees:
Commitment Fee: 1/4% flat
Issuance Fee: $200 each
Amendment Fee: $150 each
Stand-by-Commission: 1.0% flat, or $1,000, whichever is higher
Cancellation Fees: $150.00
Negotiation Fees: 1/2% flat or $500 minimum per draw
Cable Fees: $50 each
The Northern Trust Company
P.O. Box
50 South La Salle Street, L-4
Chicago, Illinois 60675
S.W.I.F.T. ADDRESS: CN0RUS44
Telex: TRT/FTCC 824183 MCI 6871719
Telephone: (412) 630-6000
IRREVOCABLE LETTER OF CREDIT
Letter of Credit No. S264513 Date: May 02, 1996
Beneficiary Applicant
USL Capital Corporation TM Century, Inc.
Business Equipment Financing 2002 Academy
733 Front Street Dallas, TX 75234-9220