AMENDMENT NO. 3 (WITH WAIVER) TO AMENDED AND RESTATED
CREDIT FACILITIES AGREEMENT
This AMENDMENT NO. 3 (WITH WAIVER) TO AMENDED AND RESTATED CREDIT
FACILITIES AGREEMENT (this "Agreement") is entered into and effective as of June
23, 2006, by and among (1) ▇▇▇▇▇▇▇ IT Solutions, Inc. (formerly known as,
Pomeroy Computer Resources, Inc., and as successor by merger with Val Tech
Computer Systems, Inc.), (2) ▇▇▇▇▇▇▇ Select Integration Solutions, Inc., (3)
▇▇▇▇▇▇▇ Select Advisory Services, LLC (formerly, prior to conversion, ▇▇▇▇▇▇▇
Select Advisory Services, Inc.), (4) Pomeroy IT Solutions Sales Company, Inc.
(formerly known as, Pomeroy Computer Resources Sales Company, Inc., and as
successor by merger with TheLinc, LLC and as successor by merger with Micrologic
Business Systems of K.C., LLC), (5) ▇▇▇▇▇▇▇ Computer Resources Holding Company,
Inc., (6) ▇▇▇▇▇▇▇ Computer Resources Operations, LLP, (7) PCR Holdings, Inc.
(formerly known as, Technology Integration Financial Services, Inc.), (8) PCR
Properties, LLC (formerly, prior to conversion, PCR Properties, Inc., and prior
to such conversion, formerly known as, T.I.F.S. Advisory Services, Inc.), (9)
Alternative Resources Corporation, a Delaware corporation (as successor by
merger with ▇▇▇▇▇▇▇ Acquisition Sub, Inc.), (10) ARC Service, Inc., a Delaware
corporation, (11) ARC Staffing Management LLC, a Delaware limited liability
company, (12) ARC Shared Services LLC, a Delaware limited liability company,
(13) ARC Technology Management LLC, a Delaware limited liability company, (14)
ARC Solutions, Inc., a Delaware corporation, and (15) ARC Midholding, Inc., a
Delaware corporation (collectively and separately referred to as, "Borrower" or
"Borrowers"), and GE Commercial Distribution Finance Corporation, formerly known
as Deutsche Financial Services Corporation ("GECDF"), as Administrative Agent,
and GECDF and the other lenders listed on the signature pages hereto (and their
respective successors and permitted assigns), as "Lenders" (the "Lenders").
RECITALS:
--------
A. Borrower, Administrative Agent and Lenders are party to that certain
Amended and Restated Credit Facilities Agreement dated as of June 25, 2004,
as amended by Amendment No. 1 (with Waiver) to Amended and Restated Credit
Facilities Agreement dated as of March 31, 2006, and as amended by
Amendment No. 2 (with Waiver) to Amended and Restated Credit Facilities
Agreement dated as of April 13, 2006, as amended or modified from time to
time (the "Loan Agreement").
B. Lenders and Borrower have agreed to the provisions set forth herein on the
terms and conditions contained herein.
AGREEMENT
---------
Therefore, in consideration of the mutual agreements herein and other
sufficient consideration, the receipt of which is hereby acknowledged, Borrower,
Administrative Agent and the Lenders hereby agree as follows:
1. DEFINITIONS. All references to the "Agreement" or the "Loan Agreement" in
the Loan Agreement and in this Agreement shall be deemed to be references to the
Loan Agreement as it may be amended, restated, extended, renewed, replaced, or
otherwise modified from time to time. Capitalized terms used and not otherwise
defined herein have the meanings given them in the Loan Agreement.
2. EFFECTIVENESS OF AGREEMENT. This Agreement shall become effective as of the
date first written above, but only if this Agreement has been executed by
Borrower, Administrative Agent and the Lenders, and only if all of the documents
listed on Exhibit A to this Agreement have been delivered and, as applicable,
executed, sealed, attested, acknowledged, certified, or authenticated, each in
form and
substance satisfactory to Administrative Agent and the Lenders, and the Third
Amendment Fee (as defined on Exhibit A) has been paid in same day funds. The
Third Amendment Fee shall be paid solely to, and shared solely by, each of the
Required Lenders who has executed this Amendment and delivered its signature to
Administrative Agent on or before the date first written above, with the
pro-rata shares of the Lenders being readjusted to take into account any Lender
not executing this Amendment.
3. WAIVER OF DEFAULT. Borrower has notified Administrative Agent that Borrower
has violated Section 13.13.2 of the Loan Agreement (Monthly Financial
Statements) for the April 5, 2006 computation date in that Borrower did not
deliver its compliance certificate for such computation date until May 24, 2006.
Under Section 16.1.7 of the Loan Agreement, Borrower's violation of Section
13.13.2 of the Loan Agreement, constitutes an Event of Default (collectively,
the "Subject Event of Default").
The Borrower has requested that the Required Lenders waive the Subject Event of
Default. The Required Lenders hereby waive the Subject Event of Default.
The waiver contained in this Section 3 is specific in intent and is valid only
for the specific purposes for which it is given. Nothing contained herein
obligates Administrative Agent or any Lender to agree to any additional waivers
of any provisions of any of the Loan Documents, including but not limited to
Section 13.13.2. The waiver contained in this Section is a waiver of the known
Event of Default only, and shall not operate as a waiver of Administrative
Agent's or any Lenders' right to exercise remedies resulting from (i) existing
and/or continuing Defaults or Events of Default of which Administrative Agent or
such Lender whether or not Administrative Agent or any Lender is actually aware
of any such existing and/or continuing Defaults or Events of Default, or (ii)
other future Defaults or Events of Default, whether or not of a similar nature
and whether or not known to Administrative Agent or any Lender.
4. AMENDMENT.THE ORIGINAL LOAN AGREEMENT IS HEREBY AMENDED AS FOLLOWS:
4.1. BORROWING BASE. Section 3.1.4.4 is renumbered to "Section 3.1.4.5"
and the following new Section 3.1.4.4. is hereby inserted into the Loan
Agreement as follows:
"3.1.4.4. SPECIAL RESERVE. Until the delivery by Borrower to
Administrative Agent of a Compliance Certificate certifying that the ratio
of Borrower's EBITDA calculated as of the day of the most recently ended
fiscal quarter for the four fiscal quarter period then ended, to Fixed
Charges, calculated as of the last day of such fiscal quarter for the four
fiscal quarter period then ended, is 1.75 to 1.00 or greater and certifying
that there is at such time no Existing Default, a reserve equal to the
lesser of (i) $5,000,000, or (ii) beginning on June 6, 2006, the Monthly
Amount for such fiscal month, and increasing thereafter on the first day of
each fiscal month thereafter by the Monthly Amount for such fiscal month,
provided, however, if Borrower provides (within fifteen (15) days following
the end of a fiscal month) a certified statement from the President or
Chief Financial Officer of ▇▇▇▇▇▇▇ IT Solutions, Inc. certifying that the
aggregate amount of all direct or indirect acquisition or redemption of any
outstanding stock or other equity interest in ▇▇▇▇▇▇▇ IT Solutions, Inc.
during a completed fiscal month was less than Monthly Amount for such
fiscal month, then the Monthly Amount reserve for such fiscal month shall
be retroactively reduced (effective the first day of the fiscal month in
which such certificate is provided) to the amount of such actual
acquisitions and redemptions of any outstanding stock or other equity
interest in ▇▇▇▇▇▇▇ IT Solutions, Inc. (1); minus"
--------------------
(1) By way of example only, if the actual amount of acquisitions and redemptions
of any outstanding stock or other equity interest in ▇▇▇▇▇▇▇ IT Solutions, Inc.
for fiscal June, 2006, was $1,240,000, but in fiscal July, 2006, the Monthly
Amount was $1,240,000 but the actual amount of redemptions was $700,000 and
Borrower provides a certified statement from the President or Chief Financial
Officer of ▇▇▇▇▇▇▇ IT Solutions, Inc. in fiscal August, 2006 to such effect,
then the reserve, effective August 6, 2006 would be $3,180,000.
2
4.2. ELIGIBLE ACCOUNTS--▇▇▇▇-AND-HOLD. Clause (x) of Section 3.1.5 of
the Loan Agreement is deleted in its entirety and replaced with the following:
"(x) any Account with respect to which the Account Debtor's obligation
to pay the Account is conditional upon the Account Debtor's approval or is
otherwise subject to any repurchase obligation or return right, as with
sales made on a ▇▇▇▇ and hold (unless (i) such sales on a ▇▇▇▇-and-hold
basis are subject to a written contract which expressly provides that the
Account Debtor is obligated on the Account notwithstanding the fact that
the Inventory has not been shipped to such Account Debtor, and (ii) if such
Inventory subject to ▇▇▇▇-and-hold is kept at premises owned or leased by
Borrower, such Inventory subject to ▇▇▇▇-and-hold is segregated from all
Inventory of Borrower or any other Covered Person and clearly marked as
being the property of such Account Debtor), guarantied sale, sale and
return, sale on approval (except with respect to Accounts in connection
with which Account Debtors are entitled to return Inventory solely on the
basis of the quality of such Inventory) or consignment basis."
4.3. CERTIFICATE OF MONTHLY AMOUNT. A new Section 13.14.11 is added to
the Loan Agreement as follows:
"13.14.11. No later than fifteen (15) days prior to the end of each
fiscal month, a calculation of the Monthly Amount for the following fiscal
month."
4.4. EBITDA. The definition of "EBITDA" in Section 15.1 of the Loan
Agreement is deleted in its entirety and replaced with the following:
""EBITDA" means, for any period of calculation, an amount equal to (A)
the sum of (i) Net Income, (ii) Interest Expense, (iii) income tax expense,
(iv) depreciation expense, (v) amortization expense, and (vi) Restricted
Stock & Stock Option Stock non-Cash Compensation costs required to be
expensed per SFAS 123R, plus (B), the sum of (i) all nonrecurring losses,
and (ii) all extraordinary losses not otherwise related to the continuing
operations of the Borrower, minus (C) the sum of (i) all nonrecurring
gains, and (ii) all extraordinary gains and income not otherwise related to
the continuing operations of the Borrower."
4.5. FIXED CHARGES. For all reporting periods after April 5, 2006,
Section 15.4 of the Loan Agreement is deleted in its entirety and replaced with
the following:
"15.4. MINIMUM FIXED CHARGE COVERAGE. Each Borrower covenants that the
ratio of Borrower's EBITDA calculated as of the day of each fiscal quarter
for the four fiscal quarter then ended, to Fixed Charges, calculated as of
the last day of each fiscal quarter for the four fiscal quarter period then
ended, shall be no less than the ratio specified below:
-----------------------------------------------------------------------
FOUR FISCAL QUARTER PERIOD
ENDING ON THE FOLLOWING DATES: MINIMUM FIXED CHARGE COVERAGE RATIO
---------------------------------- -----------------------------------
July 5, 2006 0.75:1.00
---------------------------------- -----------------------------------
October 5, 2006 1.50:1.00
---------------------------------- -----------------------------------
January 5, 2007, and each April 5, 1.75:1.00"
July 5, October 5 and January 5
thereafter
-----------------------------------------------------------------------
3
4.6. DEFINITIONS. The following definitions are added in alphabetical
order to Exhibit 2.1 to the Loan Agreement:
"BLACKOUT DAYS means each Business Day on which Borrower is prohibited
by applicable law, rule or regulation from acquiring, purchasing or
repurchasing any of the outstanding stock or other equity interest of
▇▇▇▇▇▇▇ IT Solutions, Inc."
"MONTHLY AMOUNT means, for any fiscal month, an amount equal to (i)
$62,000 multiplied by (ii) the net result of (A) the number of Business
--------------
Days in such fiscal month minus (B) the number of Blackout Days in such
-----
fiscal month."
5. REPRESENTATIONS AND WARRANTIES OF BORROWER. Each Borrower hereby represents
and warrants to Administrative Agent and the Lenders that (i) such Borrower's
execution of this Agreement has been duly authorized by all requisite action of
such Borrower; (ii) no consents are necessary from any third parties for such
Borrower's execution, delivery or performance of this Agreement, (iii) this
Agreement, the Loan Agreement, and each of the other Loan Documents, constitute
the legal, valid and binding obligations of Borrower enforceable against
Borrower in accordance with their terms, except to the extent that the
enforceability thereof against Borrower may be limited by bankruptcy, insolvency
or other laws affecting the enforceability of creditors rights generally or by
equity principles of general application, (iv) except as disclosed on the
disclosure schedule attached to the Loan Agreement and attached hereto as
Exhibit B, all of the representations and warranties contained in Section 11 of
the Loan Agreement are true and correct with the same force and effect as if
made on and as of the date of this Agreement, and (v) after giving effect to
this Agreement, there is no Existing Default.
6. CUSTOMER IDENTIFICATION - USA PATRIOT ACT NOTICE. Administrative Agent and
each Lender hereby notifies the Borrowers that, pursuant to the requirements of
the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26,
2001 (as amended from time to time (including any successor statute) and
together with all rules promulgated thereunder, collectively, the "Act"), it is
required to obtain, verify and record information that identifies the Borrowers
and any Guarantor, which information includes the name and address of the
Borrowers and any Guarantor and other information that will allow Administrative
Agent and each Lender to identify the Borrowers and each Guarantor in accordance
with the Act.
7. REAFFIRMATION. Each Borrower hereby represents, warrants, acknowledges and
confirms that (i) except as specifically modified by the terms of this
Agreement, the Loan Agreement and the other Loan Documents remain in full force
and effect as amended by this Agreement, (ii) such Borrower has no defense to
its obligations under the Loan Agreement and the other Loan Documents, and the
Loan Obligations are due and owing to the Administrative Agent and the Lenders
without setoff or counterclaim, (iii) the Security Interests of the
Administrative Agent (held for the ratable benefit of the Lenders) under the
Security Documents secure all the Loan Obligations, are reaffirmed in all
respects, continue in full force and effect, have the same priority as before
this Agreement, and are not impaired or extinguished in any respect by this
Agreement, and (iv) such Borrower has no claim against Administrative Agent or
any Lender arising from or in connection with the Loan Agreement or the other
Loan Documents and any such claim is hereby irrevocably waived and released and
discharged forever. Until the Loan Obligations are paid in full in cash and all
obligations and liabilities of each Borrower under this Agreement and the Loan
Documents are performed and paid in full in cash, each Borrower agrees and
covenants that they are respectively bound by the covenants and agreements set
forth in the Loan Agreement, Loan Document and in this Agreement. The Borrowers
hereby ratify and confirm the Loan Obligations. This Agreement does not create
or constitute, and is not, a novation of the Loan Agreement and the other Loan
Documents.
4
8. RELEASE. As a material part of the consideration for Administrative Agent
and the Lenders entering into this Agreement, each Borrower, jointly and
severally, for themselves and their officers, directors, employees and agents
(collectively "Releasor") hereby forever releases, forever waives and forever
discharges Administrative Agent, each Lender, and Administrative Agent's and
each Lender's predecessors, successors, assigns, officers, managers, directors,
shareholders, employees, agents, attorneys, representatives, parent
corporations, subsidiaries, and affiliates (hereinafter all of the above
collectively referred to as "Administrative Agent and Lender Group"), jointly
and severally, from any and all claims, counterclaims, demands, damages, debts,
agreements, covenants, suits, contracts, obligations, liabilities, accounts,
offsets, rights, actions, and causes of action of any nature whatsoever,
including, without limitation, all claims, demands, and causes of action for
contribution and indemnity, whether arising at law or in equity, and whether
arising under, arising in connection with, or arising from, the Loan Agreement,
and the other Loan Documents or otherwise, whether presently possessed or
possessed in the future, whether known or unknown, whether liability be direct
or indirect, liquidated or unliquidated, whether presently accrued or to accrue
hereafter, whether absolute or contingent, foreseen or unforeseen, and whether
or not heretofore asserted, which Releasor may have or claim to, have against
any of Administrative Agent and Lender Group.
9. GOVERNING LAW. This Agreement has been executed and delivered in St. Louis,
Missouri, and shall be governed by and construed under the laws of the State of
Missouri without giving effect to choice or conflicts of law principles
thereunder.
10. SECTION TITLES. The section titles in this Agreement are for convenience of
reference only and shall not be construed so as to modify any provisions of this
Agreement.
11. FEES AND EXPENSES. Borrower shall promptly pay to Administrative Agent all
fees, expenses and other amounts owing to Administrative Agent under the Loan
Agreement and the other Loan Documents upon demand, including, without
limitation, all reasonable fees, costs and expenses incurred by Administrative
Agent in connection with the preparation, negotiation, execution, and delivery
of this Agreement.
12. COUNTERPARTS; FACSIMILE TRANSMISSIONS. This Agreement may be executed in
one or more counterparts and on separate counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. Signatures to this Agreement may be given by facsimile or other
electronic transmission, and such signatures shall be fully binding on the party
sending the same.
13. INCORPORATION BY REFERENCE. Administrative Agent, the Lenders and Borrower
hereby agree that all of the terms of the Loan Documents are incorporated in and
made a part of this Agreement by this reference. This Agreement is a Loan
Document.
14. NOTICE-INSURANCE.
The following notice is given pursuant to Section 427.120 of the Missouri
Revised Statutes; nothing contained in such notice shall be deemed to limit or
modify the terms of the Loan Documents:
UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT
WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN
YOUR COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS. THE
COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT
IS MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL. YOU MAY LATER CANCEL ANY
INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING EVIDENCE THAT YOU HAVE
OBTAINED INSURANCE AS REQUIRED BY OUR AGREEMENT. IF WE PURCHASE
5
INSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE FOR THE COSTS OF THAT
INSURANCE, INCLUDING THE INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE
MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE
EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF
THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE
COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO
OBTAIN ON YOUR OWN.
15. NOTICE-ORAL COMMITMENTS NOT ENFORCEABLE.
The following notice is given pursuant to Sections 432.045 and 432.047 of the
Missouri Revised Statutes; nothing contained in such notice shall be deemed to
limit or modify the terms of the Loan Documents:
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON
WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO
PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED
IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES IMMEDIATELY
FOLLOWS}
6
IN WITNESS WHEREOF, this Agreement has been duly executed as of the date
first above written.
▇▇▇▇▇▇▇ IT SOLUTIONS, INC.
(FORMERLY KNOWN AS, POMEROY COMPUTER RESOURCES, INC.,
AS SUCCESSOR BY MERGER WITH VAL TECH COMPUTER SYSTEMS, INC.)
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
▇▇▇▇▇▇▇ SELECT INTEGRATION SOLUTIONS, INC.
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
▇▇▇▇▇▇▇ SELECT ADVISORY SERVICES, LLC
(FORMERLY, PRIOR TO CONVERSION, ▇▇▇▇▇▇▇ SELECT ADVISORY SERVICES, INC.)
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
POMEROY IT SOLUTIONS SALES COMPANY, INC.
(FORMERLY KNOWN AS, POMEROY COMPUTER RESOURCES SALES COMPANY, INC.,
AND AS SUCCESSOR BY MERGER WITH THELINC, LLC AND AS SUCCESSOR BY MERGER WITH
MICROLOGIC BUSINESS SYSTEMS OF K.C., LLC)
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
▇▇▇▇▇▇▇ COMPUTER RESOURCES HOLDING COMPANY, INC.
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES CONTINUE}
7
▇▇▇▇▇▇▇ COMPUTER RESOURCES OPERATIONS, LLP
By: ▇▇▇▇▇▇▇ Computer Resources, Inc., its partner
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
PCR HOLDINGS, INC.
(FORMERLY KNOWN AS, TECHNOLOGY INTEGRATION FINANCIAL SERVICES, INC.)
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
PCR PROPERTIES, LLC
(FORMERLY, PRIOR TO CONVERSION, PCR PROPERTIES, INC.,
AND PRIOR TO SUCH CONVERSION, FORMERLY KNOWN AS, T.I.F.S. ADVISORY SERVICES,
INC.)
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
ALTERNATIVE RESOURCES CORPORATION
(AS SUCCESSOR BY MERGER WITH ▇▇▇▇▇▇▇ ACQUISITION SUB, INC.)
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
ARC SERVICE, INC.
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
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8
ARC STAFFING MANAGEMENT LLC
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
ARC SHARED SERVICES LLC
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
ARC TECHNOLOGY MANAGEMENT LLC
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
ARC SOLUTIONS, INC.
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
ARC MIDHOLDING, INC.
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
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9
GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,
formerly known as Deutsche Financial Services Corporation,
as Administrative Agent and a Lender
By:
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President--Operations
FIFTH THIRD BANK, NORTHERN KENTUCKY, INC., AS A LENDER
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
NATIONAL CITY BANK, AS A LENDER
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
PNC BANK, N.A., AS A LENDER
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
UPS CAPITAL CORPORATION, AS A LENDER
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
BANK OF AMERICA, N.A., AS A LENDER
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
AMSOUTH BANK, AS A LENDER
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
{END OF SIGNATURES}
10
EXHIBIT A
---------
DOCUMENTS AND REQUIREMENTS
--------------------------
1. Amendment No. 3 (with Waiver) to Amended and Restated Credit Facilities
Agreement executed by Borrower and each of the Lenders.
2. Payment of $100,000 (the "Third Amendment Fee").
A-1
EXHIBIT B
---------
SUPPLEMENTAL DISCLOSURE SCHEDULE
--------------------------------
NONE
B-1