THIRD AMENDMENT TO CREDIT AGREEMENT
AND WAIVER
THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this "Amendment"),
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dated as of December 14, 2001 is by and among ADVANCED GLASSFIBER YARNS LLC, a
Delaware limited liability company (the "Borrower"), those Domestic Subsidiaries
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of the Borrower party hereto (collectively the "Guarantors"), the several banks
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and other financial institutions party hereto (the "Lenders") and FIRST UNION
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NATIONAL BANK, a national banking association, as agent for the Lenders (the
"Agent").
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W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement dated as of September 30, 1998
among the Borrower, the Guarantors, the Lenders party thereto and the Agent, as
amended by that certain Syndication Amendment and Assignment dated as of
November 30, 1998 and that certain Second Amendment to Credit Agreement dated as
of December 16, 1999 (the "Existing Credit Agreement"), the Lenders have
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extended commitments to make certain credit facilities available to the
Borrower; and
WHEREAS, the parties hereto have agreed to further amend the Existing
Credit Agreement as set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the
agreements herein contained, the parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or
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the context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit Agreement as
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amended hereby.
"Amendment Effective Date" is defined in Subpart 4.1.
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SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the
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context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment Effective
Date, the Existing Credit Agreement is hereby amended in accordance with this
Part II. Except as so amended, the Existing Credit Agreement shall continue in
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full force and effect.
SUBPART 2.1. Amendments to Section 1.1. Section 1.1 of the Existing
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Credit Agreement is hereby amended as follows:
(a) The definition of "Applicable Percentage" is hereby amended by
deleting the paragraph following the pricing grid and replacing it with the
following:
The Applicable Percentage shall, in each case, be determined and
adjusted quarterly on the date five (5) Business Days after the date
on which the Agent has received from the Borrower the quarterly
financial information and certifications required to be delivered to
the Agent and the Lenders in accordance with the provisions of
Sections 5.1(b) and 5.2(b) (each an "Interest Determination Date").
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Such Applicable Percentage shall be effective from such Interest
Determination Date until the next such Interest Determination Date.
The initial Applicable Percentages for (a) Revolving Loans and
Tranche A Term Loans that are Alternate Base Rate Loans on the Third
Amendment Effective Date shall be 2.50% (the "Interim Pro Rata Base
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Rate Margin") and (b) (i) Revolving Loans and Tranche A Term Loans
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that are LIBOR Rate Loans and (ii) the Letter of Credit Fee on the
Third Amendment Effective Date shall be 3.75% (the "Interim Pro Rata
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LIBOR Margin"). The initial Applicable Percentages for (a) Tranche B
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Term Loans that are Alternate Base Rate Loans on the Third Amendment
Effective Date shall be 3.25% (the "Interim B Base Rate Margin") and
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(b) Tranche B Term Loans that are LIBOR Rate Loans on the Third
Amendment Effective Date shall be 4.50% (the "Interim B LIBOR
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Margin"). Subsequent to the Third Amendment Effective Date, the
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Applicable Percentages shall remain at the Interim Pro Rata Base Rate
Margin, the Interim Pro Rata LIBOR Margin, the Interim B Base Rate
Margin or the Interim B LIBOR Margin, as appropriate, until the first
Interest Determination Date occurring after June 30, 2002. After June
30, 2002, if the Borrower shall fail to provide the quarterly
financial information and certifications in accordance with the
provisions of Sections 5.1(b) and 5.2(b), the Applicable Percentages
from such Interest Determination Date shall, on the date five (5)
Business Days after the date by which the Borrower was so required to
provide such financial information and certifications to the Agent
and the Lenders, be set at the Interim Pro Rata Base Rate Margin, the
Interim Pro Rata LIBOR Margin, the Interim B Base Rate Margin or the
Interim B LIBOR Margin, as appropriate, until such time as such
information and certifications are provided, whereupon the Level
shall be determined by the then current Leverage Ratio. For purposes
hereof, the Leverage Ratio shall be determined in accordance with
Section 5.9(a).
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(b) The definition of "Consolidated EBITDA" is hereby deleted in its
entirety and replaced with the following:
"Consolidated EBITDA" shall mean, for any period, Consolidated
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Net Income plus the sum of (i) Consolidated Interest Expense plus
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interest expense not payable in cash and amortization of debt
discount and premium, for such period, plus, to the extent the
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following items are deducted in calculating Consolidated Net Income,
(ii) all provisions for any Federal, state, local and foreign income,
value added, ad valorem and similar taxes for such period, plus (iii)
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depreciation, amortization and nonrecurring noncash charges for such
period, plus (iv) losses (or minus gains) on the sale or disposition
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of assets outside the ordinary course of business for such period,
plus (v) restructuring charges or other non-recurring items or
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expenses incurred in connection with the Acquisition (A) up to the
amounts and for the fiscal quarters as set forth on Schedule
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1.1(a)(i) and (B) as agreed to by the Agent up to an aggregate amount
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not to exceed $2,000,000 for the fiscal quarters ending on or prior
to September 30, 1999, for such period, plus (vi) all one-time
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severance costs paid in cash or accrued during the fiscal quarter
ending December 31, 2001 in an amount of up to $2,000,000, of the
Borrower and its Subsidiaries on a consolidated basis as determined
in accordance with GAAP applied on a consistent basis. Except as
otherwise specified, the applicable period shall be for the four
consecutive quarters ending as of the date of determination.
(c) The definition of "Consolidated Net Worth" is hereby deleted in
its entirety and replaced with the following:
"Consolidated Net Worth" shall mean total stockholders' equity
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less other comprehensive income for the Borrower and its Subsidiaries
on a consolidated basis as determined at a particular date in
accordance with GAAP applied on a consistent basis.
(d) The definition of "Permitted Investments" is hereby amended as
follows:
(i) Clause (vii) is hereby deleted in its entirety and replaced
with the following: "(vii) [Intentionally Omitted]."
(ii) Clause (viii) is hereby deleted in its entirety and
replaced with the following: "(viii) [Intentionally Omitted]."
(e) The following definitions are hereby added in appropriate
alphabetical order:
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(i) "Senior Funded Debt" shall mean all Consolidated Funded Debt that
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is not subordinated in right of payment to the Credit Party Obligations.
Senior Funded Debt shall not include Indebtedness outstanding under the
Subordinated Debt Documentation.
(ii) "Senior Leverage Ratio" means the ratio of (i) Senior Funded
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Debt to (ii) Consolidated EBITDA.
(iii) "Third Amendment" shall mean that certain Third Amendment to
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Credit Agreement and Waiver dated as of December 14, 2001 by and among the
Borrower, the Guarantors identified therein, the Lenders identified therein
and the Agent.
(iv) "Third Amendment Effective Date" shall mean the Amendment
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Effective Date, as defined in the Third Amendment.
SUBPART 2.2. Amendment to Section 2.1(a). Section 2.1(a) of the Existing
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Credit Agreement is hereby amended by adding the following paragraph at the end
thereof:
Notwithstanding anything to the contrary contained herein, in no
event shall the Borrower be permitted to borrow Revolving Loans in a
principal amount greater than $50,000,000 (the "Borrowing Cap") until such
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date as the Borrower has demonstrated to the satisfaction of the Agent
that the Borrower is in compliance with all of the financial covenants set
forth in Section 5.9 of the Existing Credit Agreement, as such Section was
in effect on September 30, 1998 without giving effect to any subsequent
amendments thereto, at which time the Borrowing Cap shall terminate.
Additionally, at the request of the Borrower, the Borrowing Cap may be
increased with the consent of the Required Lenders, but may not be
increased to an amount greater than the Revolving Committed Amount in
effect on the Third Amendment Effective Date.
SUBPART 2.3. Amendment to Section 2.7(b)(i). Section 2.7(b)(i) of
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the Existing Credit Agreement is hereby deleted in its entirety and replaced
with the following:
(i) Revolving Committed Amount/Borrowing Cap. If at any time the sum
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of the aggregate principal amount of outstanding Revolving Loans plus
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Swingline Loans plus LOC Obligations shall exceed the lesser of (A) the
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Borrowing Cap then in effect or (B) the aggregate Revolving Committed
Amount then in effect, the Borrower immediately shall prepay the Revolving
Loans and (after all Revolving Loans have been repaid) cash collateralize
the LOC Obligations, in an amount sufficient to eliminate such excess.
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SUBPART 2.4. Amendment to Section 2.9(b). Section 2.9(b) of the Existing
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Credit Agreement is hereby amended by deleting the first sentence thereof in its
entirety and replacing it with the following:
If all or a portion of (i) the principal amount of any Loan, (ii)
any interest payable thereon, or (iii) any fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a
rate per annum (the "Default Rate") which is (A) after the Third
Amendment Effective Date and until the first Interest Determination Date
occurring after June 30, 2002, (x) in the case of overdue principal, the
rate that would otherwise be applicable thereto plus 2% or (y) in the
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case of overdue interest (to the extent permitted by applicable law),
fees or other amounts, the Alternate Base Rate, plus the Interim B Base
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Rate Margin plus 2%, in each case from the date of such non-payment until
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such amount is paid in full (after as well as before judgment), and (B)
on and after the first Interest Determination Date occurring after June
30, 2002, (x) in the case of overdue principal, the rate that would
otherwise be applicable thereto assuming Level I interest rate margins
(as appearing in the definition of "Applicable Percentage") were then in
effect, plus 2% or (y) in the case of overdue interest (to the extent
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permitted by applicable law), fees or other amounts, the Alternate Base
Rate, plus the highest Applicable Percentage for Term Loans which are
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Alternate Base Rate Loans, plus 2%, in each case from the date of such
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non-payment until such amount is paid in full (after as well as before
judgment).
SUBPART 2.5. Amendment to Section 5.1. Section 5.1 of the Existing Credit
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Agreement is hereby amended as follows:
(a) The "(c)" at the beginning of Section 5.1(c) is hereby deleted and
replaced with a "(d)", and a new Section 5.1(c) is hereby added which reads as
follows:
(c) As soon as available and in any event within thirty (30) days
after the end of each fiscal month of the Borrower beginning January 2002
other than the final month of each fiscal quarter, a company-prepared
consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at the end of such month and related company-prepared
statements of income and retained earnings and of cash flows for the
Borrower and its consolidated Subsidiaries for such month and for the
portion of the fiscal year ending with such month; and
(b) The language following Section 5.1(c) of the Existing Credit
Agreement is hereby deleted in its entirety and replaced with the following:
all such financial statements to be complete and correct in all
material respects (subject, in the case of interim statements, to normal
recurring year-end
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audit adjustments) and to be prepared in reasonable detail and, in the
case of the annual, quarterly and monthly financial statements provided
in accordance with subsections (a), (b) and (c) above, in accordance with
GAAP applied consistently throughout the periods reflected therein and
further accompanied by a description of, and an estimation of the effect
on the financial statements on account of, a change, if any, in the
application of accounting principles as provided in Section 1.3.
SUBPART 2.6. Amendment to Section 5.2(b). Section 5.2(b) of the Existing
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Credit Agreement is hereby amended by adding "(i)" before the word
"concurrently" at the beginning thereof and adding the following at the end
thereof:
"and (ii) concurrently with the delivery of the financial
statements referred to in Section 5.1(c) above, a certificate of a
Responsible Officer stating that the Borrower is in compliance with
Section 5.9(b), which certificate shall include the calculations in
reasonable detail required to indicate compliance with Section
5.9(b);
SUBPART 2.7. Amendment to Section 5.9(a). Section 5.9(a) of the
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Existing Credit Agreement is hereby deleted in its entirety and replaced with
the following:
(a) Leverage Ratio. The Leverage Ratio as of the last day of each fiscal
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quarter of the Credit Parties shall be less than or equal to:
Fiscal Year March 31 June 30 September 30 December 31
2001
2002 4.50 to 1.0 4.50 to 1.0 4.50 to 1.0
2003 4.00 to 1.0 4.00 to 1.0 4.00 to 1.0 4.00 to 1.0
2004 3.75 to 1.0 3.75 to 1.0 3.75 to 1.0 3.75 to 1.0
Thereafter 3.50 to 1.0
SUBPART 2.8. Amendments to Section 5.9(b). Section 5.9(b) of the
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Existing Credit Agreement is hereby deleted in its entirety and replaced with
the following:
(b) Consolidated Net Worth. At all times, commencing with the fiscal
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quarter ending December 31, 2001, Consolidated Net Worth of the Borrower and its
Subsidiaries shall be greater than or equal to (i) negative $15,000,000 plus
(ii) 50% of cumulative Consolidated Net Income (less cumulative distributions to
LLC Members) commencing on January 1, 2002 (without deduction for any losses)
plus (iii) 75% of the Net Cash Proceeds received by the Borrower or any of its
Subsidiaries of any Equity Issuance by the Borrower or any of its Subsidiaries
subsequent to the Third Amendment Effective Date.
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SUBPART 2.9. Amendments to Section 5.9(c). Section 5.9(c) of the
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Existing Credit Agreement is hereby deleted in its entirety and replaced with
the following:
(c) Interest Coverage Ratio. The Interest Coverage Ratio as of the last
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day of each fiscal quarter of the Credit Parties shall be greater than or equal
to:
Fiscal Year March 31 June 30 September 30 December 31
2001 1.65 to 1.0
2002 1.20 to 1.0 2.50 to 1.0 2.50 to 1.0 2.50 to 1.0
Thereafter 2.50 to 1.0
SUBPART 2.10. Amendments to Section 5.9(e). Section 5.9(e) of the
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Existing Credit Agreement is hereby deleted in its entirety and replaced with
the following:
(e) Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio as of
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the last day of each fiscal quarter of the Credit Parties commencing with the
fiscal quarter ending June 30, 2002 shall be greater than or equal to 1.05 to
1.0.
SUBPART 2.11. Additional Amendments to Section 5.9. Section 5.9 of the
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Existing Credit Agreement is hereby amended by the addition of a paragraph (f)
and (g) as follows:
(f) Senior Leverage Ratio. The Senior Leverage Ratio as of the last day
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of each fiscal quarter of the Credit Parties shall be less than or equal to:
Fiscal Year March 31 June 30 September 30 December 31
2001 3.6 to 1.0
2002 5.0 to 1.0
(g) Capital Expenditures. The Borrower and its Subsidiaries shall not,
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collectively, make or incur Capital Expenditures in excess of the following
amounts during the indicated fiscal quarter:
Fiscal Year March 31 June 30 September 30 December 31
2001 $1,750,000
2002 $1,500,000
provided, however, that any amount permitted to be expended in any
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fiscal quarter, if not expended in such fiscal quarter for which it is permitted
above may be carried over for expenditure in any of the following fiscal
quarters through the fiscal quarter ending March 31, 2002.
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SUBPART 2.12. Additional Amendments to Article V. Article V of the
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Existing Credit Agreement is hereby amended by adding the following Section 5.15
at the end thereof:
Section 5.15 Delivery of Specific Quarterly Financial Statements.
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Before 5:00 p.m. on July 5, 2002, the Borrower shall furnish to the
Agent and each of the Lenders the financial statements required in
Section 5.1(b) and the certificate of a Responsible Officer required in
Section 5.2(b) for the fiscal quarter of the Borrower ending June 30,
2002. Failure to comply with the foregoing requirement shall be deemed
to be an Event of Default pursuant to Section 7.1(c)(ii), but shall not
be entitled to any cure or grace period specified therein. The parties
hereto acknowledge that the financial statements and officer's
certificate will be used by the Agent and the Lenders to determine if
the Borrower is in compliance with the covenants in Section 5.9 prior
to the interest payment to be made on the Subordinated Debt on July 15,
2002.
SUBPART 2.13. Amendments to Section 6.1. Section 6.1 of the
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Existing Credit Agreement is hereby amended as follows:
(a) Clause (j) is hereby deleted in its entirety and replaced
with the following: "(j) [Intentionally Omitted]."
(b) Clause (k) is hereby deleted in its entirety and replaced
with the following: "(k) [Intentionally Omitted]."
SUBPART 2.14. Amendments to Section 6.5. Section 6.5 of the
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Existing Credit Agreement is hereby amended by deleting clause (a)(iv) in its
entirety and replacing it with the following: "(iv)[Intentionally Omitted]."
SUBPART 2.15. Amendments to Section 6.8. Section 6.8 of the
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Existing Credit Agreement is hereby amended by deleting the first
sentence thereof in its entirety and replacing it with the following:
The Borrower will not, nor will it permit any Subsidiary to,
create, form or acquire any Subsidiaries, except for Domestic
Subsidiaries which are joined as Additional Credit Parties in
accordance with the terms hereof.
SUBPART 2.16. Amendments to Section 6.11. Section 6.11 of the
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Existing Credit Agreement is hereby amended as follows:
(a) Clause (d) is hereby amended by adding the following
proviso at the end thereof:
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;provided, however, that, on and after the Third Amendment
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Effective Date, in no event shall any such cash distribution be made
to an LLC Member until such date as the Borrower has demonstrated to
the satisfaction of the Agent that the Borrower is in compliance with
all of the financial covenants set forth in Section 5.9 of the
Existing Credit Agreement, as such Section was in effect on September
30, 1998 without giving effect to any subsequent amendments thereto
(it being agreed that such cash distributions with accrued interest
may be made once the Borrower has demonstrated such compliance),
(b) The following sentence is hereby added at the end of thereof:
During the period that the cash distribution described in clause
(d) above is prohibited as described in the proviso contained therein,
the Borrower may (if otherwise permitted under this Agreement) issue
unsecured promissory notes to the LLC Members in a principal amount
not in excess of the amount of the cash distribution that would
otherwise have been payable to the LLC Members bearing interest at a
rate no greater than ten percent (10%) per annum, compounded no more
frequently than quarterly, with the interest thereon to be added to
the principal amount thereof until such time as the cash distribution
is paid to the LLC Members as allowed by the proviso.
SUBPART 2.17. Additional Amendments to Article VI. Article VI of
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the Existing Credit Agreement is hereby amended by adding the following Section
6.15 at the end thereof:
Section 6.15 Bank Accounts. The Borrower will not, nor will it
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permit any Subsidiary to, open, maintain or otherwise have any
checking, savings or other accounts at any bank or other financial
institution other than (a) any such accounts maintained with a Lender
and (b) any such accounts maintained with one or more European
financial institutions in an aggregate amount not to exceed
$2,500,000.
PART III
WAIVER
SUBPART 3.1. Application of Mandatory Prepayments. Notwithstanding the
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requirements of Section 2.7(b)(iii) of the Existing Credit Agreement, the
Lenders hereby waive the requirement that the Borrower prepay the Net Cash
Proceeds of the sale of twist frames to Transamerica effectuated during
September 2001; provided, however, that to the extent such Net Cash Proceeds
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exceed $2,150,000, this waiver shall not apply and the excess Net Cash Proceeds
shall be applied in accordance with the terms of Section 2.7(b)(iii) of the
Existing Credit Agreement.
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SUBPART 3.2 Auditor's Report. Notwithstanding the requirements of
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Section 5.1(a) of the Existing Credit Agreement, with respect to the
annual financial statements for fiscal year 2001 of the Borrower, the
Lenders hereby waive the requirement that the Borrower deliver an
auditor's report without a "going concern" or like qualification or
exception so long as any "going concern" or like qualification or
exception contained in the auditor's report is specifically stated to
be made only because the Borrower is expected to have a net working
capital deficiency as a result of treating the Loans provided under
the Credit Agreement as current liabilities for accounting purposes.
PART IV
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1. Amendment Effective Date. This Amendment shall be
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and become effective as of the date hereof (the "Amendment Effective
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Date") when all of the conditions set forth in this Part IV shall have
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been satisfied, and thereafter this Amendment shall be known, and may
be referred to, as the "Third Amendment."
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SUBPART 4.2. Execution of Counterparts of Amendment. The Agent
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shall have received counterparts (or other evidence of execution,
including telephonic message, satisfactory to the Agent) of this
Amendment, which collectively shall have been duly executed on behalf
of each of the Borrower, the Guarantors, the Agent and the Lenders.
SUBPART 4.3 Delivery of Legal Opinion. Receipt by the Agent of a
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legal opinion of counsel to the Credit Parties dated the date hereof
in form and substance satisfactory to the Agent.
SUBPART 4.4 Payment of Fees. The Borrower shall have paid (a) a
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fee to the Agent in connection with this Amendment in an amount equal
to 0.125% multiplied by the aggregate Commitments as of the date
hereof for the account of each Lender pro rata according to such
Lender's aggregate Commitment as of the date hereof; provided,
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however, that such fee shall be payable only to those Lenders that
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shall have returned executed signature pages to this Amendment no
later than 5:00 p.m. on Friday, December 14, 2001 as directed by the
Agent and (b) the fees set forth in that certain fee letter between
the Agent and the Borrower dated November 28, 2001.
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PART V
MISCELLANEOUS
SUBPART 5.1. Cross-References. References in this Amendment to
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any Part or Subpart are, unless otherwise specified, to such Part or
Subpart of this Amendment.
SUBPART 5.2. Instrument Pursuant to Existing Credit Agreement.
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This Amendment is a Credit Document executed pursuant to the Existing
Credit Agreement and shall (unless otherwise expressly indicated
therein) be construed, administered and applied in accordance with the
terms and provisions of the Existing Credit Agreement.
SUBPART 5.3. References in Other Credit Documents. At such time
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as this Amendment shall become effective pursuant to the terms of
Subpart 4.1, all references in the Existing Credit Agreement to the
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"Agreement" and all references in the other Credit Documents to the
"Credit Agreement" shall be deemed to refer to the Existing Credit
Agreement as amended by this Amendment.
SUBPART 5.4. Representations and Warranties of the Borrower. The
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Borrower hereby represents and warrants that (a) it has the requisite
power and authority to execute, deliver and perform this Amendment,
(b) it is duly authorized to, and has been authorized by all necessary
action, to execute, deliver and perform this Amendment, (c) the
representations and warranties contained in Article III of the
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Existing Credit Agreement (as amended by this Amendment) are true and
correct in all material respects on and as of the date hereof as
though made on and as of such date and after giving effect to the
amendments contained herein (except for those which expressly relate
to an earlier date) and (d) no Default or Event of Default exists
under the Existing Credit Agreement on and as of the date hereof both
before and after giving effect to the amendments contained herein.
SUBPART 5.5. Counterparts. This Amendment may be executed by the
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parties hereto in several counterparts, each of which shall be deemed
to be an original and all of which shall constitute together but one
and the same agreement. Delivery of executed counterparts of this
Amendment by telecopy shall be effective as an original and shall
constitute a representation that an original will be delivered.
SUBPART 5.6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE
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A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE
OF NORTH CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.
SUBPART 5.7. Successors and Assigns. This Amendment shall be
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binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
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SUBPART 5.8. Costs and Expenses. The Borrower agrees to pay all
------------------
reasonable costs and expenses of the Agent in connection with (a) the
preparation, execution and delivery of this Amendment and (b) the
performance of the anticipated document and security interest review,
in each case, including without limitation the reasonable fees and
expenses of Moore & Van Allen, PLLC, and all previously incurred fees
and expenses which remain outstanding on the Amendment Effective Date.
[The remainder of this page has been left blank intentionally]
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Each of the parties hereto has caused a counterpart of this Amendment to
be duly executed and delivered as of the date first above written.
BORROWER: ADVANCED GLASSFIBER YARNS LLC, a Delaware limited
- -------- liability company
By: Catherine Cuisson
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Name: Catherine Cuisson
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Title: Vice President and Chief Financial Officer
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GUARANTORS: AGY CAPITAL CORP., a Delaware corporation
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By: Catherine Cuisson
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Name: Catherine Cuisson
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Title: Vice President and Chief Financial Officer
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[SIGNATURES CONTINUED]
AGENT AND LENDER: FIRST UNION NATIONAL BANK, as a Lender and as
- ---------------- Agent
By: Roger Pelz
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Name: Roger Pelz
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Title: Senior Vice President
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[SIGNATURES CONTINUED]