Exhibit 4.1
FOURTH AMENDMENT
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TO CREDIT AGREEMENT
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THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Fourth Amendment"),
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dated as of September 28, 2001, by and among GLOBAL IMAGING SYSTEMS, INC., a
corporation organized under the laws of Delaware (the "Company"), the Material
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Subsidiaries of the Company listed on the signature pages hereto (together with
the Company, the "Borrowers"), the Lenders party to the Credit Agreement
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referred to below (the "Lenders"), FIRST UNION NATIONAL BANK, as Administrative
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Agent for the Lenders (the "Administrative Agent"), KEY CORPORATE CAPITAL, INC.,
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as Syndication Agent for the Lenders (the "Syndication Agent"), and THE BANK OF
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NOVA SCOTIA, as Documentation Agent for the Lenders (the "Documentation Agent").
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Statement of Purpose
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The Lenders agreed to extend certain credit facilities to the
Borrowers pursuant to the Amended and Restated Credit Agreement dated as of June
23, 1999 by and among the Borrowers, the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agent (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement").
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The parties now desire to amend or modify certain provisions of the
Credit Agreement in certain respects on the terms and conditions set forth
below.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized Terms. All capitalized undefined terms used in this
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Fourth Amendment shall have the meanings assigned thereto in the Credit
Agreement.
2. Amendments to the Credit Agreement. The Credit Agreement is hereby
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modified as follows:
(a) Amendments to Existing Definitions. The definitions of the
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following quoted terms which are set forth in Section 1.1 of the Credit
Agreement are hereby amended in their entirety as follows:
"Eligible Assignee" means, with respect to any assignment of the
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rights, interest and obligations of a Lender hereunder, a Person that
is at the time of such assignment (a) a commercial bank organized
under the laws of the United States or any state thereof, having
combined capital and surplus in excess of $500,000,000, (b) a
commercial bank organized under the laws of any other country that is
a member of the Organization of Economic Cooperation and Development,
or a political subdivision of any such country, having combined
capital and surplus in excess of $500,000,000, (c) a finance company,
insurance company or other financial institution which in the ordinary
course of business extends credit of the type extended hereunder and that
has total assets in excess of $250,000,000, (d) already a Lender hereunder
(whether as an original party to this Agreement or as the assignee of
another Lender), (e) the successor (whether by transfer of assets, merger
or otherwise) to all or substantially all of the commercial lending
business of the assigning Lender, (f) any Affiliate of the assigning
Lender, (g) any Approved Fund, or (h) any other Person that has been
approved in writing as an Eligible Assignee by the Borrowers (other than
upon the occurrence and during the continuance of any Default or Event of
Default) and the Administrative Agent."
"Fixed Charges" means, with respect to the Company and its
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Subsidiaries for any period, the sum of the following for such period
calculated on a Consolidated basis in accordance with GAAP: (a) cash income
and franchise taxes, (b) Interest Expense, (c) scheduled principal
payments with respect to any Debt (including, without limitation, the
principal portion of payments attributable to Capital Leases), (d) Capital
Expenditures (excluding (i) Capital Expenditures constituting part of a
Permitted Acquisition and (ii) Rental Pool Capital Expenditures), (e)
Rental Expense and (f) cash earnout payments made in connection with any
Permitted Acquisition during the applicable period solely to the extent
that all cash earnout payments made since October 1, 2000 exceed $8,000,000
in the aggregate (provided that the Administrative Agent and the Lenders
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hereby acknowledge that such amount shall include only (i) such cash
earnout payments made in excess of $8,000,000 in the aggregate since
October 1, 2000 and (ii) such cash earnout payments made during the
applicable period).
(b) Additional Defined Terms. Section 1.1 of the Credit Agreement is
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amended by the addition of the following defined term (in alphabetical order):
"Approved Fund" means any Person (other than a natural Person),
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including, without limitation, any special purpose entity, that is (or will
be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of
its business; provided, that with respect to any assignment of any
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Revolving Credit Commitment, such Approved Fund must be administered by (a)
a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
an entity that administers or manages a Lender.
"Participant" shall have the meaning assigned thereto in Section
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14.10.
"Purchasing Lender" shall have the meaning assigned thereto in Section
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14.10.
(c) Addition to Section 8.1. The following subsection (d) of Section 8.1
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of the Credit Agreement is hereby set forth as an addition to the Credit
Agreement:
(d) Quarterly Earnout Summary. As soon as practicable and in any
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event within forty-five (45) days after the end of each fiscal quarter, a
summary prepared by the Company in accordance with GAAP setting forth (i)
all cash earnout payments made by the Company and its Subsidiaries as of
such fiscal quarter end since October 1, 2000, (ii) all cash earnout
payments and all stock earnout payments to be made by the Company and its
Subsidiaries during the next four (4) fiscal quarter period (such payments
to be set forth on a quarterly basis) and (iii) all contingent cash earnout
payments and all
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contingent stock earnout payments which the Company and its Subsidiaries
may be required to make after such fiscal quarter end.
(d) Amendment to Section 10.3. The table set forth in Section 10.3 of
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the Credit Agreement is hereby deleted in its entirety and the following is
substituted in lieu thereof:
Period Ratio
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Closing Date through and
including March 31, 2000 1.30 to 1.00
April 1, 2000 through and
including March 31, 2001 1.35 to 1.00
April 1, 2001 through and
including March 31, 2003 1.40 to 1.00
April 1, 2003 and thereafter 1.50 to 1.00
(e) Amendment to Section 11.7. Section 11.7(e) of the Credit Agreement,
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as amended by the Third Amendment to Credit Agreement dated as of May 10, 2001,
is hereby deleted in its entirety and the following is substituted in lieu
thereof:
"(e) In addition to the redemption permitted by clause (d) of this
Section 11.7 created pursuant to the Second Amendment to this Agreement
(and which redemption basket has been fully utilized), the Company may
redeem certain additional shares of its capital stock and place such shares
in treasury for reissuance as partial consideration for future permitted
acquisitions; provided that (i) no Default exists immediately prior to any
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such redemption or would be created thereby, (ii) the aggregate purchase
price of the capital stock redeemed by the Company pursuant to this
paragraph (including all fees and expenses related thereto) shall not
exceed $4,000,000 and (iii) any redemption otherwise permitted by this
clause (e) must by completed by December 31, 2001 (provided that such date
shall be extended to December 31, 2002 if the Company successfully
completes a follow-on equity offering pursuant to which the Company
receives gross cash proceeds of at least $25,000,000) and shall not in any
event result in the Leverage Ratio exceeding (i) 3.75 to 1.00 prior to and
including September 30, 2002 and (ii) 3.50 to 1.00 thereafter (calculated
on a pro forma basis to include the contemplated redemption as of the last
fiscal quarter for which quarterly financial reports have been received
pursuant to Section 8.1(a))."
(f) Amendment to Section 14.10. Section 14.10 of the Credit Agreement
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is hereby deleted in its entirety and the following is substituted in lieu
thereof:
SECTION 14.10 Successors and Assigns; Participations.
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(a) Benefit of Agreement. This Agreement shall be blinding upon
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and inure to the benefit of the Borrowers, the Administrative Agent and the
Lenders, all future holders of the Notes, and their respective successors
and assigns, except that no Borrower shall assign or transfer any of its
rights or obligations under this Agreement without the prior written
consent of each Lender.
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(b) Assignment by Lenders. Each Lender may, in the ordinary
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course of its business and in accordance with Applicable Law, sell or
assign to (1) any Lender, any Affiliate of a Lender or, in the case of the
Term B Loans, any Approved Fund and (2) with the consent of the
Administrative Agent and, so long as no Default or Event of Default has
occurred and is continuing, the Borrowers, which consents shall not be
unreasonably withheld, assign to one or more other Eligible Assignees (any
of the foregoing assignees or purchasers, a "Purchasing Lender") all or a
portion of its interests, rights and obligations under this Agreement and
the other Loan Documents (including, without limitation, all or a portion
of the Extensions of Credit at the time owing to it and the Notes held by
it); provided that:
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(i) if less than all of the assigning Lender's Revolving Credit
Commitment, Term A Loan Commitment, Term B Loan Commitment or
Aggregator L/C Commitment, as applicable, is to be assigned, (A) the
Revolving Credit Commitment and/or the Term A Loan Commitment and/or
the Term A Loans so assigned shall not be less than $5,000,000, (B)
the Term B Loan Commitment and/or the Term B Loans so assigned shall
not be less than $1,000,000 (or any lesser amount otherwise agreed to
by the Administrative Agent and the Borrowers) and (C) the Aggregator
L/C Commitment so assigned shall not be less than $1,000,000; provided
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that no minimum assignment amount shall be applicable with respect to
any assignment made to an existing Lender, to an Affiliate thereof,
or (with respect to any Term B Loan) to an Approved Fund;
(ii) the Purchasing Lender shall have delivered to the
Administrative Agent all United States Internal Revenue Service Forms
required pursuant to Section 5.11(e) and all of the parties to each
such assignment shall execute and deliver to the Administrative Agent,
for its acceptance and recording in the Register, an Assignment and
Acceptance substantially in the form of Exhibit G attached hereto (an
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"Assignment and Acceptance"), together with (to the extent requested
by any Purchasing Lender) any Note or Notes subject to such
assignment;
(iii) no assignment of a Revolving Credit Commitment (including,
without limitation, any participation in L/C Obligations or Swingline
Loans), an Aggregator L/C Commitment or a Term A Loan Commitment shall
be made without the prior written consent of the Administrative Agent,
the Swingline Lender, the Issuing Lender and (so long as no Default or
Event of Default has occurred and is continuing) the Borrowers (which
consents shall not be unreasonably withheld);
(iv) where consent of the Borrowers to an assignment to a
Purchasing Lender is required hereunder (including consent to an
assignment to an Approved Fund), the Borrowers shall be deemed to have
given its consent five (5) Business Days after the date written notice
thereof has been delivered by the assigning Lender (through the
Administrative Agent) unless such consent is expressly refused by the
Borrowers prior to such fifth (5/th/) Business Day;
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(v) such assignment shall not, without the consent of the
Borrowers, require the Borrowers to file a registration statement with
the Securities and Exchange Commission or apply to or qualify the
Loans or the Notes under the blue sky laws of any state; and
(vi) the assigning Lender shall pay to the Administrative Agent
an assignment fee of $3,000 upon the execution by such Lender of the
Assignment and Acceptance; provided that no such fee shall be payable
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upon any assignment by a Lender to an Affiliate thereof.
Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, which effective
date shall be at least five (5) Business Days after the execution thereof
(unless otherwise agreed to by the Administrative Agent), (A) the
Purchasing Lender thereunder shall be a party hereto and, to the extent
provided in such Assignment and Acceptance, have the rights and obligations
of a Lender hereby and (B) the Lender thereunder shall, to the extent
provided in such assignment, be released from its obligations under this
Agreement.
(c) Rights and Duties Upon Assignment. By executing and delivering an
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Assignment and Acceptance, the assigning Lender thereunder and the
Purchasing Lender thereunder confirm to and agree with each other and the
other parties hereto as set forth in such Assignment and Acceptance.
(d) Register. The Administrative Agent shall maintain a copy of each
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Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders and the amount of the
Extensions of Credit with respect to each Lender from time to time (the
"Register"). The entries in the Register shall be conclusive, in the
absence of manifest error, and the Borrowers, the Administrative Agent and
the Lenders may treat each person whose name is recorded in the Register as
a Lender hereunder for all purposes of this Agreement. The Register shall
be available for inspection by the Borrowers or any Lender at any
reasonable time and from time to time upon reasonable prior notice.
(e) Issuance of New Notes. Upon its receipt of an Assignment and
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Acceptance executed by an assigning Lender and a Purchasing Lender together
with any Note or Notes (if applicable) subject to such assignment and (if
applicable) the written consent to such assignment, the Administrative
Agent shall, if such Assignment and Acceptance has been completed and is
substantially in the form of Exhibit G:
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(i) accept such Assignment and Acceptance;
(ii) record the information contained therein in the Register;
(iii) give prompt notice thereof to the Lenders and the
Borrowers; and
(iv) promptly deliver a copy of such Assignment and Acceptance
to the Borrowers.
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Within five (5) Business Days after receipt of notice, the Borrowers shall
execute and deliver to the Administrative Agent, in exchange for the
surrendered Note or Notes, a new Note or Notes to the order of the
Purchasing Lender (to the extent requested thereby) in amounts equal to the
Revolving Credit Commitment, the Term A Loan Commitment or the Term B Loan
Commitment, as applicable, assumed by it pursuant to such Assignment and
Acceptance and a new Note or Notes to the order of the assigning Lender (to
the extent requested thereby) in an amount equal to the Revolving Credit
Commitment, the Term A Loan Commitment or the Term B Loan Commitment, as
applicable, retained by it hereunder. Such new Note or Notes shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Note or Notes, shall be dated the effective date of such
Assignment and Acceptance and shall otherwise be in substantially the form
of the assigned Notes delivered to the assigning Lender. Each surrendered
Note or Notes shall be canceled and returned to the Borrowers.
Notwithstanding anything in this Agreement to the contrary, any Lender
which has not been issued a Note or Notes hereunder may at any time deliver
a written request for a Note or Notes to the Administrative Agent and the
Borrower. Within five (5) Business Days after receipt of notice (unless
otherwise agreed to by such Lender), the Borrowers shall execute and
deliver to the Administrative Agent, a Note or Notes (as applicable) to the
order of such Lender in amounts equal to the Revolving Credit Commitment,
the Term A Loan Commitment or the Term B Loan Commitment, as applicable, of
such Lender. Upon receipt thereby, the Administrative Agent shall promptly
deliver such Note or Notes to such Lender.
(f) Participations. Each Lender may, without notice to or the consent
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of the Borrowers or the Administrative Agent, in the ordinary course of its
commercial banking business and in accordance with Applicable Law, sell
participations to one or more banks or other entities (any such bank or
other entity, a "Participant") in all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Extensions of Credit and the Notes held by it); provided
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that:
(i) such Lender's obligations under this Agreement (including,
without limitation, its Revolving Credit Commitment and/or its Term A
Loan Commitment and/or its Term B Loan Commitment and/or its
Aggregator L/C Commitment) shall remain unchanged;
(ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations;
(iii) such Lender shall remain the holder of the Notes held by
it for all purposes of this Agreement;
(iv) the Borrowers, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this
Agreement;
(v) such Lender shall not permit such Participant the right to
approve any waivers, amendments or other modifications to this
Agreement or any other Loan Document other than waivers, amendments or
modifications which would reduce the principal of or the interest rate
on any Loan, any Reimbursement Obligation or any Aggregator
Reimbursement Obligation, extend the term or
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increase the amount of the Revolving Credit Commitment, the Term A
Loan Commitment, the Term B Loan Commitment or the Aggregator L/C
Commitment of such Lender, reduce the amount of any fees to which such
Participant is entitled, extend any scheduled payment date for
principal of any Loan or, except as expressly contemplated hereby or
thereby, release substantially all of the Collateral; and
(vii) any such disposition shall not, without the consent of the
Borrowers, require the Borrowers to file a registration statement with
the Securities and Exchange Commission to apply to qualify the Loans
or the Notes under the blue sky law of any state.
The Borrowers agree that each Participant shall be entitled to the
benefits of Section 5.7, Section 5.8, Section 5.9, Section 5.10, Section
5.11 and Section 14.3 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this
Section 14.10; provided that a Participant shall not be entitled to receive
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any greater payment under Section 5.7, Section 5.8, Section 5.9, Section
5.10, and Section 5.11 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrowers' prior written consent and such Participant shall have delivered
to the Administrative Agent all United States Internal Revenue Service
Forms required pursuant to Section 5.11(e).
(g) Disclosure of Information; Confidentiality. The Administrative
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Agent and the Lenders shall hold all non-public information with respect to
the Borrowers obtained pursuant to the Loan Documents in accordance with
their customary procedures for handling confidential information; provided,
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that the Administrative Agent may disclose information relating to this
Agreement to Gold Sheets and other similar bank trade publications, such
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information to consist of deal terms and other information customarily
found in such publications and provided further, that the Administrative
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Agent or any Lender may disclose any such information to the extent such
disclosure is (i) required by law or requested or required pursuant to any
legal process, (ii) requested by, or required to be disclosed to, any
rating agency, or regulatory or similar authority (including, without
limitation, the National Association of Insurance Commissioners) or (iii)
used in any suit, action or proceeding for the purpose of defending itself,
reducing its liability or protecting any of its claims, rights, remedies or
interests under or in connection with the Loan Documents (or any Hedging
Agreement with a Lender or the Administrative Agent). Any Lender may, in
connection with any assignment, proposed assignment, participation or
proposed participation pursuant to this Section 14.10, disclose to the
Purchasing Lender, the proposed Purchasing Lender, the Participant, the
proposed Participant or any direct or indirect contractual counterparty in
swap agreements or such contractual counterparty's professional advisor,
any information relating to the Borrowers furnished to such Lender by or on
behalf of the Borrowers; provided, that prior to any such disclosure, each
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such Purchasing Lender, proposed Purchasing Lender, Participant, proposed
Participant, contractual counterparty or professional advisor shall agree
to be bound by the provisions of this Section 14.10(g).
(h) Certain Pledges or Assignments. Any Lender may at any time pledge
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or assign a security interest in all or any portion of its rights under
this Agreement or any
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other Loan Document to secure obligations of such Lender, including,
without limitation, any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment of a
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security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.
3. Effectiveness. This Fourth Amendment shall become effective on the
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date that each of the following conditions has been satisfied:
(a) Executed Fourth Amendment. The Administrative Agent shall have
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received a fully executed original of this Fourth Amendment duly executed
by the Administrative Agent, the Required Lenders and the Borrowers.
(b) Compliance Certificate. The Administrative Agent shall have
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received a certificate containing calculations evidencing that the
Borrower's Fixed Charge Coverage Ratio as of the effective date of this
Amendment equals or exceeds 1.40 to 1.00.
(c) Fees and Expenses. The Administrative Agent shall have been
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reimbursed for all fees and out of pocket charges and other expenses
incurred in connection with this Fourth Amendment, including, without
limitation, the fees and expenses referred to in Section 6 of this Fourth
Amendment, the Credit Agreement and the transactions contemplated thereby.
(d) Other Documents. The Administrative Agent shall have received any
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other documents or instruments reasonably requested by the Administrative
Agent in connection with the execution of this Fourth Amendment.
4. Effect of Amendment. Except as expressly amended hereby, the Credit
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Agreement and Loan Documents shall be and remain in full force and effect. The
amendments granted herein are specific and limited and shall not constitute a
modification, acceptance or waiver of any other provision of or default under
the Credit Agreement, the Loan Documents or any other document or instrument
entered into in connection therewith or a future modification, acceptance or
waiver of the provisions set forth therein.
5. Representations and Warranties/No Default.
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(a) By its execution hereof, the Borrowers hereby certify that each of the
representations and warranties set forth in the Credit Agreement and the other
Loan Documents is true and correct as of the date hereof as if fully set forth
herein and that no Default or Event of Default has occurred and is continuing as
of the date hereof.
(b) By its execution hereof, the Borrowers hereby represent and warrant
that each Borrower and each Subsidiary thereof has the right, power and
authority and has taken all necessary corporate and other action to authorize
the execution, delivery and performance of this Fourth Amendment and each other
document executed in connection herewith to which it is a party in accordance
with their respective terms.
(c) This Fourth Amendment and each other document executed in connection
herewith has been duly executed and delivered by the duly authorized officers of
each Borrower and each
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Subsidiary thereof party thereto, and each such document constitutes the legal,
valid and binding obligation of each Borrower or each Subsidiary thereof party
thereto, enforceable in accordance with its terms.
6. Fees and Expenses.
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(a) The Borrowers shall pay all reasonable out-of-pocket fees and expenses
of the Administrative Agent in connection with the preparation, execution and
delivery of this Fourth Amendment, including, without limitation, the reasonable
fees and disbursements of counsel for the Administrative Agent.
(b) The Borrowers shall pay to the Administrative Agent, for the account
of each Lender which executes this Fourth Amendment and delivers a duly executed
signature page thereto to counsel to the Administrative Agent by 5:00 p.m.
(E.S.T.) on October 25, 2001, an amendment fee equal to 10.0 bps on the
Commitment of each such Lender.
7. Governing Law. This Fourth Amendment shall be governed by and
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construed in accordance with the laws of the State of North Carolina, without
reference to the conflicts or choice of law provisions thereof.
8. Counterparts. This Fourth Amendment may be executed in separate
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counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
9. Fax Transmission. A facsimile, telecopy or other reproduction of this
----------------
Fourth Amendment may be executed by one or more parties hereto, and an executed
copy of this Fourth Amendment may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Fourth Amendment as well as any facsimile, telecopy
or other reproduction hereof.
[Signature Pages To Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to
be duly executed as of the date and year first above written.
BORROWERS:
[CORPORATE SEAL] GLOBAL IMAGING SYSTEMS, INC., as
Borrower
By:______________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: CFO, Senior Vice President, Treasurer
and Secretary of such Borrower
GLOBAL OPERATIONS TEXAS, L.P. (f/k/a
Felco Office Systems), as Borrower
[CORPORATE SEAL] By: Global Imaging Systems, Inc.
Its: General Partner
By:_______________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: CFO, Senior Vice President,
Treasurer and Secretary of
such Borrower
[Signatures Continued on the Following Page]
BORROWERS:
[CORPORATE SEALS] GLOBAL IMAGING OPERATIONS, INC.,
GLOBAL IMAGING FINANCE COMPANY,
AMERICAN PHOTOCOPY EQUIPMENT
COMPANY OF PITTSBURGH (d/b/a
AMCOM Office Systems),
▇▇▇▇▇▇, INC.,
BUSINESS EQUIPMENT UNLIMITED,
CAMERON OFFICE PRODUCTS, INC.,
CONNECTICUT BUSINESS SYSTEMS, INC.,
▇▇▇▇▇▇ OFFICE PRODUCTS, INC.,
COPY SERVICE AND SUPPLY, INC.,
DUPLICATING SPECIALTIES, INC.
(d/b/a Copytronix),
EASTERN COPY PRODUCTS, INC.,
ELECTRONIC SYSTEMS, INC.,
ELECTRONIC SYSTEMS OF RICHMOND, INC.,
QUALITY BUSINESS SYSTEMS, INC.,
SOUTHERN BUSINESS COMMUNICATIONS, INC.,
▇▇▇▇ BUSINESS SYSTEMS, INC. (f/k/a ▇▇▇▇
Business Machines of Great Neck, Inc.),
CAPITOL OFFICE SOLUTIONS, INC.,
DISTINCTIVE BUSINESS PRODUCTS, INC.,
▇▇▇▇▇ & ASSOCIATES, INC. (f/k/a ▇▇▇▇▇
Acquisition, Inc.),
PROVIEW, INC.,
CENTRE BUSINESS PRODUCTS, INC.,
▇▇▇▇▇▇ COMMUNICATIONS, INC.,
OFFICE TECH INCORPORATED,
COLUMN OFFICE EQUIPMENT, INC.,
PACIFIC OFFICE SOLUTIONS, INC.,
AVPRESENTATIONS, INC.,
BRINCKMANN & ASSOCIATES, INC.,
ECOM-DIVISION, INC.,
N&L ENTERPRISES, INC.,
OFFICE SOLUTIONS, INC.,
NORTHEAST COPIER SYSTEMS, INC.,
ARIZONA OFFICE EQUIPMENT & SUPPLY, INC.,
ATLANTIC BUSINESS SYSTEMS, INC.,
ADVANCED BUSINESS AUTOMATION, INC.,
KOSI OFFICE SYSTEMS, INC., as Borrowers
By:_____________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President of each such Borrower
[Signatures Continued On The Following Page]
AGENTS AND LENDERS:
FIRST UNION NATIONAL BANK, as
Administrative Agent and as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
KEY CORPORATE CAPITAL INC., as
Syndication Agent and as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
THE BANK OF NOVA SCOTIA,
as Documentation Agent and as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
SUNTRUST BANK, TAMPA BAY, as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
LASALLE BANK NATIONAL ASSOCIATION,
as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
COMERICA BANK, as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK, FSB, as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
BANK LEUMI LE-ISRAEL B.M., MIAMI AGENCY,
as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
FLEET SECURITIES, INC., as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
NATIONAL BANK OF CANADA, as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
BANK AUSTRIA CREDITANSTALT CORPORATE
FINANCE, INC., as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ PRIME INCOME
TRUST, as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
TORONTO DOMINION (NEW YORK), INC.,
as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
SANKATY ADVISORS, INC., as Collateral
Manager for GREAT POINT CLO 1999-1 LTD.,
as Term Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
SANKATY HIGH YIELD PARTNERS II, L.P.
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
▇▇▇▇▇▇ FINANCIAL, INC., as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
ANTARES CAPITAL CORPORATION, as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
CHASE MANHATTAN BANK, as Trustee of the
Antares Funding Trust created under Trust
Agreement dated as of November 30, 1999,
as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
HARBOUR TOWN FUNDING TRUST, as Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
SANKATY HIGH YIELD PARTNERS II, L.P., as
Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
[Signatures Continued On The Following Page]
SANKATY HIGH YIELD PARTNERS III, L.P., as
Lender
By: _____________________________________
Name: ___________________________________
Title: __________________________________
