EXHIBIT 10.1
EXECUTION
CFP GROUP, INC.
CFP HOLDINGS, INC.
SECOND AMENDMENT AND LIMITED WAIVER
TO AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT AND LIMITED WAIVER TO AMENDED AND
RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of February 5, 1998 and
entered into by and among CFP Holdings, Inc., a Delaware corporation
("Company"), CFP Group, Inc., a Delaware corporation ("Parent"), the financial
institutions listed on the signature pages hereof ("Lenders"), Nationsbank of
Texas, N.A., as administrative agent for Lenders (in such capacity
"Administrative Agent"), and Fleet National Bank, as documentation agent (in
such capacity, "Documentation Agent"), and, for purposes of Section 4 hereof,
the Credit Support Parties (as defined in Section 4 hereof) listed on the
signature pages hereof, and is made with reference to that certain Amended and
Restated Credit Agreement dated as of May 15, 1997, as amended (the "Credit
Agree ment"), by and among Company, Parent, Lenders, Administrative Agent, and
Documentation Agent. Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Company and Lenders desire to amend the Credit
Agreement to adjust the financial covenants set forth therein, and make certain
other amendments as set forth below;
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Amendments to Section 1: Provisions Relating to Defined
Terms
Subsection 1.1 of the Credit Agreement is hereby amended by
adding the following defined term in its proper alphabetical position:
"Preferred Stock Issuance Date" means the date, on or prior to
March 31, 1998, on which Company issues its "Senior Cumulative Redeemable
Preferred Stock," substantially on the terms described in the private placement
memorandum delivered to the
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Lenders prior to February 5, 1998 and otherwise in accordance with Section 2 of
the Second Amendment and Limited Waiver to this Agreement dated as of February
5, 1998.
1.2 Amendments to Section 7: Company's Negative Covenants
A. Prior to the Preferred Stock Issuance Date (or if the
Preferred Stock Issuance Date does not occur on or prior to March 31, 1998), the
following amendments to Section 7 of the Credit Agreement shall apply; provided
that from and after the Preferred Stock Issuance Date the amendments set forth
in this subsection 1.2A shall be replace by the amendments set forth in
subsection 1.2B hereof:
1. Minimum Interest Coverage Ratio.
Subsection 7.6A of the Credit Agreement is hereby amended by
deleting the table set forth therein in its entirety and substituting
the following therefor:
Minimum Interest
Approximate Date Coverage Ratio
================================ ==============================
March 31, 1997 1.15:1.00
June 30, 1997 1.25:1.00
September 30, 1997 1.25:1.00
December 31, 1997 1.15:1.00
March 31, 1998 1.15:1.00
June 30, 1998 1.15:1.00
September 30, 1998 1.20:1.00
December 31, 1998 1.35:1.00
March 31, 1999 1.40:1.00
June 30, 1999 1.70:1.00
September 30, 1999 1.70:1.00
December 31, 1999 1.90:1.00
March 31, 2000 1.90:1.00
June 30, 2000 1.90:1.00
September 30, 2000 1.90:1.00
December 31, 2000 2.00:1.00
2
Minimum Interest
Approximate Date Coverage Ratio
================================ ==============================
March 31, 2001 2.00:1.00
June 30, 2001 2.00:1.00
September 30, 2001 2.00:1.00
December 31, 2001
and each Fiscal Quarter's
end thereafter 2.00:1.00
================================ ==============================
2. Minimum Fixed Charge Coverage Ratio.
Subsection 7.6B of the Credit Agreement is hereby amended by
deleting the table set forth therein in its entirety and substituting
the following therefor:
Minimum Fixed
Charge Coverage
Approximate Date Ratio
================================ ==============================
March 31, 1997 N/A
June 30, 1997 1.00:1.00
September 30, 1997 1.00:1.00
December 31, 1997 0.75:1.00
March 31, 1998 0.75:1.00
June 30, 1998 0.75:1.00
September 30, 1998 0.75:1.00
December 31, 1998 0.80:1.00
March 31, 1999 1.00:1.00
June 30, 1999 1.20:1.00
September 30, 1999 1.30:1.00
December 31, 1999 1.30:1.00
March 31, 2000 1.30:1.00
June 30, 2000 1.30:1.00
September 30, 2000 1.30:1.00
3
Minimum Fixed
Charge Coverage
Approximate Date Ratio
================================ ==============================
December 31, 2000 1.40:1.00
March 31, 2001 1.40:1.00
June 30, 2001 1.40:1.00
September 30, 2001 1.40:1.00
December 31, 2001
and each Fiscal Quarter's
end thereafter 1.40:1.00
================================ ==============================
3. Maximum Leverage Ratio.
Subsection 7.6C of the Credit Agreement is hereby amended by
deleting the table set forth therein in its entirety and substituting
the following therefor:
Maximum Leverage
Approximate Date Ratio
================================ ==============================
December 31, 1997 7.15:1.00
March 31, 1998 7.60:1.00
June 30, 1998 7.30:1.00
September 30, 1998 7.55:1.00
December 31, 1998 6.50:1.00
March 31, 1999 6.25:1.00
June 30, 1999 5.00:1.00
September 30, 1999 5.00:1.00
December 31, 1999 4.25:1.00
March 31, 2000 4.25:1.00
June 30, 2000 4.25:1.00
September 30, 2000 4.25:1.00
December 31, 2000 3.50:1.00
March 31, 2001 3.50:1.00
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Maximum Leverage
Approximate Date Ratio
================================ ==============================
June 30, 2001 3.50:1.00
September 30, 2001 3.50:1.00
December 31, 2001
and each Fiscal Quarter's
end thereafter 3.00:1.00
================================ ==============================
4. Minimum Consolidated Adjusted EBITDA.
Subsection 7.6D of the Credit Agreement is hereby amended by
deleting the table set forth therein in its entirety and substituting
the following therefor:
Minimum Consolidated
Approximate Date Adjusted EBITDA
================================ ==============================
March 31, 1997 $ 4,300,000
June 30, 1997 $ 9,000,000
September 30, 1997 $14,300,000
December 31, 1997 $19,100,000
March 31, 1998 $18,600,000
================================ ==============================
5. Consolidated Capital Expenditures. Subsection 7.8 of the
Credit Agreement is hereby amended by deleting the first clause thereto
and substituting therefor "Parent shall not permit its Subsidiaries to,
make or incur Consolidated Capital Expenditures in an aggregate amount
in excess of $4,700,000 for the Fiscal Year ending March 31, 1998,
$5,500,000 for the Fiscal Year ending March 31, 1999 and $5,000,000 for
any Fiscal Year thereafter;"
B. From and after the Preferred Stock Issuance Date, the
amendments set forth in subsection 1.2A hereof shall be deleted and the
following amendments to Section 7 of the Credit Agreement shall apply:
1. Minimum Interest Coverage Ratio.
Subsection 7.6A of the Credit Agreement shall be amended by
deleting the table set forth therein in its entirety and substituting
the following therefor:
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Minimum Interest
Approximate Date Coverage Ratio
================================ ==============================
March 31, 1997 1.15:1.00
June 30, 1997 1.25:1.00
September 30, 1997 1.25:1.00
December 31, 1997 1.15:1.00
March 31, 1998 1.15:1.00
June 30, 1998 1.20:1.00
September 30, 1998 1.25:1.00
December 31, 1998 1.40:1.00
March 31, 1999 1.50:1.00
June 30, 1999 1.70:1.00
September 30, 1999 1.70:1.00
December 31, 1999 1.90:1.00
March 31, 2000 1.90:1.00
June 30, 2000 1.90:1.00
September 30, 2000 1.90:1.00
December 31, 2000 2.00:1.00
March 31, 2001 2.00:1.00
June 30, 2001 2.00:1.00
September 30, 2001 2.00:1.00
December 31, 2001
and each Fiscal Quarter's
end thereafter 2.00:1.00
================================ ==============================
2. Minimum Fixed Charge Coverage Ratio.
Subsection 7.6B of the Credit Agreement shall be further
amended by deleting the table set forth therein in its entirety and
substituting the following therefor:
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Minimum Fixed
Charge Coverage
Approximate Date Ratio
================================ ==============================
March 31, 1997 N/A
June 30, 1997 1.00:1.00
September 30, 1997 1.00:1.00
December 31, 1997 0.75:1.00
March 31, 1998 0.75:1.00
June 30, 1998 0.75:1.00
September 30, 1998 0.80:1.00
December 31, 1998 0.95:1.00
March 31, 1999 1.00:1.00
June 30, 1999 1.20:1.00
September 30, 1999 1.20:1.00
December 31, 1999 1.30:1.00
March 31, 2000 1.30:1.00
June 30, 2000 1.30:1.00
September 30, 2000 1.30:1.00
December 31, 2000 1.40:1.00
March 31, 2001 1.40:1.00
June 30, 2001 1.40:1.00
September 30, 2001 1.40:1.00
December 31, 2001
and each Fiscal Quarter's
end thereafter 1.40:1.00
================================ ==============================
3. Maximum Leverage Ratio.
Subsection 7.6C of the Credit Agreement shall be amended by
deleting the table set forth therein in its entirety and substituting
the following therefor:
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Maximum Leverage
Approximate Date Ratio
================================ ==============================
December 31, 1997 7.15:1.00
March 31, 1998 7.40:1.00
June 30, 1998 7.00:1.00
September 30, 1998 7.00:1.00
December 31, 1998 6.00:1.00
March 31, 1999 5.50:1.00
June 30, 1999 5.00:1.00
September 30, 1999 5.00:1.00
December 31, 1999 4.25:1.00
March 31, 2000 4.25:1.00
June 30, 2000 4.25:1.00
September 30, 2000 4.25:1.00
December 31, 2000 3.50:1.00
March 31, 2001 3.50:1.00
June 30, 2001 3.50:1.00
September 30, 2001 3.50:1.00
December 31, 2001
and each Fiscal Quarter's
end thereafter 3.00:1.00
================================ ==============================
4. Minimum Consolidated Adjusted EBITDA.
Subsection 7.6D of Credit Agreement shall be amended by
deleting the table set forth therein in its entirety and substituting
the following therefor:
Minimum Consolidated
Approximate Date Adjusted EBITDA
================================ ==============================
March 31, 1997 $ 4,300,000
June 30, 1997 $ 9,000,000
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September 30, 1997 $14,300,000
December 31, 1997 $19,100,000
March 31, 1998 $18,600,000
================================ ==============================
5. Consolidated Capital Expenditures. Subsection 7.8 of the
Credit Agreement shall be amended by deleting the first clause thereto
and substituting therefor "Parent shall not permit its Subsidiaries to,
make or incur Consolidated Capital Expenditures in an aggregate amount
in excess of $4,700,000 for the Fiscal Year ending March 31, 1998,
$5,500,000 for the Fiscal Year ending March 31, 1999 and $5,000,000 for
any Fiscal Year thereafter;"
Section 2. LIMITED WAIVER
A. Subject to the terms and conditions set forth herein and in
reliance on the representations and warranties of Company and the Credit Support
Parties herein contained, Lenders hereby waive and modify compliance with the
provisions of subsection 2.4B(iii)(d) of the Credit Agreement to the extent that
such provisions require that the Net Securities Proceeds from the issuance of
the Company's "Senior Cumulative Redeemable Preferred Stock" be used to prepay
the Loans; provided that (x) such Senior Cumulative Redeemable Preferred Stock
is issued prior to March 31, 1998 substantially on the terms described in the
private placement memorandum delivered to the Lenders prior to the date hereof;
(y) the gross proceeds of such issuance does not exceed $15,000,000 and the Net
Securities Proceeds of such issuance are used, prior to March 31, 1998, for the
purposes described in such private placement memorandum; and (z) to the extent
any Person becomes a Subsidiary of Company upon application of the Net
Securities Proceeds in accordance with the foregoing, each of Company and the
other Credit Support Parties shall comply with the provisions of Section 6.8 of
the Credit Agreement and all other applicable provisions of the Loan Documents.
B. Without limiting the generality of the provisions of
subsection 10.6 of the Credit Agreement, the waiver set forth in this Section 2
hereof shall be limited precisely as written and relates solely to the
noncompliance by Company with the provisions of subsections 2.4B(iii)(d) in the
manner and to the extent described in this Section 2, and nothing in this
Amendment shall be deemed to (a) constitute a waiver of compliance by Borrowers
with respect to (i) subsection 2.4B(iii)(d) in any other instance or (ii) any
other term, provision or condition of the Credit Agreement or any other
instrument or agreement referred to therein or (b) prejudice any right or remedy
that Administrative Agent or any Lender 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 Credit Agreement or any other instrument or agreement
referred to herein.
Section 3. CONDITIONS TO EFFECTIVENESS
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Sections 1 and 2 of this Amendment shall become effective upon
the date hereof (the "Second Amendment Effective Date"); provided that if the
following conditions subsequent are not satisfied on or before February 13,
1998, then Sections 1 and 2 shall be deemed to never have been effective:
A. Each of Company and Parent shall deliver to Lenders (or to
Administra tive Agent for Lenders with sufficient originally executed copies,
where appropriate, for each Lender and its counsel) the following, each, unless
otherwise noted, dated the Second Amendment Effective Date:
(i) Copies of its Certificate of Incorporation,
certified as of the Second Amendment Effective Date by its corporate
secretary or an assistant secretary as being the true and complete copy
thereof, together with a good standing certificate from the Secretary
of State of the State of Delaware, dated a recent date prior to the
Second Amendment Effective Date;
(ii) Copies of its Bylaws, certified as of the Second
Amendment Effective Date by its corporate secretary or an assistant
secretary as being a true and complete copy thereof;
(iii) Resolutions of its Board of Directors approving
and authorizing the execution, delivery, and performance of this
Amendment and the performance of the Amended Agreement (as hereinafter
defined), certified as of the Second Amend ment Effective Date by its
corporate secretary or an assistant secretary as being in full force
and effect without modification or amendment; and
(iv) Signature and incumbency certificates of its
officers executing this Amendment.
B. Lenders and their respective counsel shall have received
originally executed copies of one or more favorable written opinions of
▇'▇▇▇▇▇▇▇▇, Graev & Karabell LLP, counsel for Company, in form and substance
reasonably satisfactory to Administrative Agent and its counsel, dated as of the
Second Amendment Effective Date, with respect to the enforceability of this
Amendment and the Amended Agreement (as hereinafter defined) and as to such
other matters as Administrative Agent acting on behalf of Lenders may reasonably
request.
C. Company, Parent, Credit Support Parties and Lenders shall
have executed a counterpart of this Amendment and Administrative Agent and
Company shall have received written or telephonic notification of such execution
and authorization of delivery thereof.
D. All corporate and other proceedings taken or to be taken in
connection with the transactions contemplated hereby and all documents
incidental thereto not previously found acceptable by Administrative Agent,
acting on behalf of Lenders, and its counsel shall be satisfactory in form and
substance to Administrative Agent and such counsel, and
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Administrative Agent and such counsel shall have received all such counterpart
originals or certified copies of such documents as Administrative Agent may
reasonably request.
Section 4. ACKNOWLEDGEMENT AND CONSENT
Company is a party to the Borrower Pledge Agreement, the
Borrower Security Agreement and the Collateral Account Agreement, in each case,
as amended through the Second Amendment Effective Date, pursuant to which
Company has created Liens in favor of Administrative Agent on certain Collateral
to secure the Obligations. Parent is a party to the Parent Guaranty, the Parent
Pledge Agreement and the Parent Security Agreement, in each case, as amended
through the Second Amendment Effective Date, pursuant to which Parent has (i)
guarantied the Obligations and (ii) created Liens in favor of Administrative
Agent on certain Collateral to secure the Obligations. Q.F. Acquisition is a
party to the Subsidiary Guaranty, the Subsidiary Pledge Agreement, the
Subsidiary Security Agreement, the Subsidiary Trademark Security Agreement, the
Subsidiary Patent Security Agreement, and the Mortgages in each case, as amended
through the Second Amendment Effective Date, pursuant to which Q.F. Acquisition
has (i) guarantied the Obligations and (ii) created Liens in favor of
Administrative Agent on certain Collateral to secure the Obligations. Custom
Foods is a party to the Subsidiary Guaranty, the Subsidiary Pledge Agreement,
the Subsidiary Security Agreement, the Subsidiary Trademark Security Agreement
and the Subsidiary Patent Security Agreement, in each case, as amended through
the Second Amendment Effective Date, pursuant to which Custom Foods has (i)
guarantied the Obligations and (ii) created Liens in favor of Administrative
Agent on certain Collateral to secure the Obligations. Company, Parent, Q.F.
Acquisition and Custom Foods are collectively referred to herein as the "Credit
Support Parties", and the Subsidiary Guaranty, the Subsidiary Pledge Agreement,
the Subsidiary Security Agreement, the Subsidiary Trademark Security Agreement,
the Subsidiary Patent Security Agreement, the Parent Guaranty, the Parent Pledge
Agreement, the Parent Security Agreement, the Collateral Account Agreement, the
Mortgages, the Borrower Security Agreement and the Borrower Pledge Agreement are
collectively referred to herein as the "Credit Support Documents".
Each Credit Support Party hereby acknowledges that it has
reviewed the terms and provisions of the Credit Agreement and this Amendment and
consents to the amendment of the Credit Agreement effected pursuant to this
Amendment. Each Credit Support Party hereby confirms that each Credit Support
Document to which it is a party or otherwise bound and all Collateral encumbered
thereby will continue to guaranty or secure, as the case may be, to the fullest
extent possible the payment and performance of all "Obligations," "Guarantied
Obligations" and "Secured Obligations," as the case may be (in each case as such
terms are defined in the applicable Credit Support Document), including without
limitation the payment and performance of all such "Obligations," "Guarantied
Obligations" or "Secured Obligations," as the case may be, in respect of the
Obligations of Company now or hereafter existing under or in respect of the
Amended Agreement and the Notes defined therein.
Each Credit Support Party acknowledges and agrees that any of
the Credit Support Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be
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impaired or limited by the execution or effectiveness of this Amendment. Each
Credit Support Party represents and warrants that all representations and
warranties contained in the Amended Agreement and the Credit Support Documents
to which it is a party or otherwise bound are true, correct and complete in all
material respects on and as of the Second Amendment Effective Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.
Each Credit Support Party (other than Company) acknowledges and
agrees that (i) notwithstanding the conditions to effectiveness set forth in
this Amendment, such Credit Support Party is not required by the terms of the
Credit Agreement or any other Loan Document to consent to the amendments to the
Credit Agreement effected pursuant to this Amendment and (ii) nothing in the
Credit Agreement, this Amendment or any other Loan Document shall be deemed to
require the consent of such Credit Support Party to any future amendments to the
Credit Agreement.
Section 5. COMPANY'S AND PARENT'S
REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, Company and Parent
represent and warrant to each Lender that the following statements are true,
correct and complete:
A. Corporate Power and Authority. Company and Parent have all
requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform their respective
obligations under, the Credit Agreement as amended by this Amendment (the
"Amended Agreement").
B. Authorization of Agreements. The execution and delivery of
this Amendment and the performance of the Amended Agreement have been duly
authorized by all necessary corporate action on the part of Company and Parent.
C. No Conflict. The execution and delivery by Company and
Parent of this Amendment and the performance by Company and Parent of the
Amended Agreement do not and will not (i) violate any provision of any law or
any governmental rule or regulation applicable to Parent or any of its
Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Parent
or any of its Subsidiaries or any order, judgment or decree of any court or
other agency of government binding on Parent or any of its Subsidiaries, (ii)
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of Parent or any of its
Subsidiaries, (iii) result in or require the creation or imposition of any Lien
upon any of the properties or assets of Parent or any of its Subsidiaries, or
(iv) require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Parent or any of its Subsidiaries.
D. Governmental Consents. The execution and delivery by Company
and Parent of this Amendment and the performance by Company and Parent of the
Amended
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Agreement do not and will not require any registration with, consent or approval
of, or notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body.
E. Binding Obligation. This Amendment and the Amended Agreement
have been duly executed and delivered by Company and Parent and are the legally
valid and binding obligations of each of Company and Parent, enforceable against
each of Company and Parent in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.
F. Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Second Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
G. Absence of Default. No event has occurred and is continuing
or will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
Section 6. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the
Other Loan Documents.
(i) On and after the Second Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the
"Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to the
Amended Agreement.
(ii) Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy
of Administrative Agent or any Lender under, the Credit Agreement or
any of the other Loan Documents.
B. Fees and Expenses. Company acknowledges that all costs, fees
and expenses as described in subsection 10.2 of the Credit Agreement incurred by
Administrative
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Agent and its counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Company.
C. Headings. Section and subsection 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.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts. 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 an original, but all
such counterparts 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.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
CFP HOLDINGS, INC.
By:_________________________________________
Name:
Title:
CFP GROUP, INC.
By:_________________________________________
Name:
Title:
Q.F. ACQUISITION CORP. (for purposes of
Section 4 only), as a Credit Support Party
By:_________________________________________
Name:
Title:
CUSTOM FOOD PRODUCTS, INC. (for
purposes of Section 4 only), as a Credit Support
Party
By:_________________________________________
Name:
Title:
S-1
NATIONSBANK OF TEXAS, N.A., individually
and as Administrative Agent
By:_________________________________________
Name:
Title:
FLEET NATIONAL BANK, individually and
as Documentation Agent
By:_________________________________________
Name:
Title:
S-2