EXHIBIT 4.8
COMPASS AEROSPACE CORPORATION
AND ITS UNDERSIGNED SUBSIDIARIES
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Dated as of March 30, 2000
Fleet National Bank (f/k/a BankBoston, N.A.), as Agent, and
the Lenders referred to in the Credit
Agreement (as defined below)
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Re: WAIVER AND AMENDMENT NO. 3 TO CREDIT AGREEMENT
Ladies and Gentlemen:
We refer to the Amended and Restated Credit Agreement, dated
as of November 20, 1998, as amended and restated as of February 11, 1999, as
amended as of June 7, 1999, and as further amended as of July 30, 1999 (the
"CREDIT AGREEMENT"), among (a) Compass Aerospace Corporation (the "BORROWER"),
(b) Compass Aerospace Limited (the "UK BORROWER"), (c) Aeromil Engineering
Company ("AEROMIL"), (d) Western Methods Machinery Corporation ("WESTERN
METHODS"), (e) ▇▇▇▇▇▇ Machine Incorporated ("▇▇▇▇▇▇"), (f) ▇▇▇▇▇▇▇▇ Machine,
Inc. ("▇▇▇▇▇▇▇▇"), (g) Wichita Manufacturing, Inc. ("WICHITA"), (h) Sea-lect
Products, Inc. ("SEA-LECT,") (the successor by merger to Modern Manufacturing,
Inc.), (i) Pacific Hills Manufacturing Co. (formerly known as Lamsco West, Inc.)
("LAMSCO" and, together with Aeromil, Western Methods, Barnes, Brittain, Wichita
and Sea-lect, collectively, the "GUARANTORS"), (j) Fleet National Bank ("FLEET")
and the other lending institutions listed on SCHEDULE 1 thereto as Lenders (the
"LENDERS"), (l) Fleet, as Issuing Bank and as Agent, (m) Royal Bank of Canada,
as Syndication Agent, (n) General Electric Capital Corporation, as Documentation
Agent, and (o) Bank of America, N.A. (f/k/a NationsBank, N.A.), as Co-Agent.
Capitalized terms used but not defined in this Agreement (this "AGREEMENT") have
the same meanings herein as in the Credit Agreement, as amended hereby.
The Borrower has requested that the Required Lenders and
the Agent (i) waive the financial covenants in Sections 11.1, 11.2 and 11.3
of the Credit Agreement for the Reference Period ended December 31, 1999,
(ii) waive any Defaults or Events of Default which are now continuing as a
result of the breach of such financial covenants for such periods, (iii)
waive the UK Loan Default (as defined in Section 1 below), and (iv) amend the
Credit Agreement to, among other things, amend and restate the financial
covenants in Sections 11.1,
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11.2, 11.3, 11.4 and 11.5 of the Credit Agreement for Reference Periods
ending during calendar year 2000. The undersigned Required Lenders and the
Agent have advised the Borrower that they are prepared to grant such waivers
and consent and to agree to such amendments, on the terms, subject to the
conditions and in reliance on the representations contained herein.
SECTION 1. WAIVER OF CERTAIN FINANCIAL COVENANTS. Subject
to satisfaction of the conditions set forth in Section 3 below, the
undersigned Required Lenders and the Agent hereby waive (a) compliance by the
Borrower with the Maximum Leverage Ratio covenant, the Minimum Consolidated
EBITDA covenant and the Minimum Interest Coverage Ratio covenant set forth in
Sections 11.1, 11.2 and 11.3 of the Credit Agreement, respectively, for the
Reference Period ended December 31, 1999, (b) any Default or Event of Default
which is now continuing as a result of the breach by the Borrower of such
covenants for such period and (c) any Default or Event of Default which is
now continuing as a result of the Borrower having outstanding advances to the
UK Borrower (which are in the aggregate outstanding amount of $1,300,000 as
of March 30, 2000) (all such Defaults and Events of Default referred to above
in this clause (c) being referred to herein as the "UK Loan Default"). The
foregoing waiver of the UK Loan Default will expire at the close of business,
Boston, Massachusetts time, on April 7, 2000 and an Event of Default shall
automatically occur at such time, unless the UK Borrower has paid in full in
cash to the Borrower by such time all outstanding advances made by the
Borrower to the UK Borrower and no such advances are outstanding at such time
(satisfaction of such requirements being referred to herein as the "UK Loan
Default Cure"). If the UK Loan Default Cure is effected, the UK Loan Default
will be permanently waived. Each of such waivers shall be effective as of the
Effective Date.
SECTION 2. AMENDMENT OF CREDIT AGREEMENT. Subject to
satisfaction of the conditions set forth in Section 3 below, each of the
undersigned Transaction Parties, the Agent and the undersigned Required Lenders
agrees to amend the Credit Agreement as set forth below. Each of the following
amendments shall be effective as of the Effective Date:
(a) DEFINITIONS. Section 1.1 of the Credit Agreement is hereby
amended as set forth below:
(i) Section 1.1 of the Credit Agreement is amended by
amending and restating in their entirety each of the following
defined terms as follows:
ACQUISITION LOAN COMMITMENT PERIOD. The
period from the Original Closing Date through the
earlier to occur of (a) the Amendment No. 3 Effective
Date and (b) the termination of the Total Acquisition
Commitment.
ACQUISITION LOANS. Loans made or to be made
by the Lenders with an Acquisition Loan Commitment to
the Borrower pursuant to Section 2.1(d).
CONSOLIDATED EBITDA. With respect to any
Person for any period (subject to any adjustments
required by Section 11.6 and determined on a
consolidated basis in accordance with GAAP),
Consolidated Net Income of such Person and its
Subsidiaries for such period PLUS, to the extent
deducted in determining such Consolidated Net Income
(and without duplication), (a) the sum of interest,
taxes, depreciation and amortization of such Person
and its Subsidiaries for such period on a
consolidated basis, all determined in accordance
with GAAP, (b) all non-cash charges of such Person
for such period arising
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from the vesting of stock options granted by
such Person or as a result of the effect of an
initial public offering of Capital Stock of such
Person on stock options granted by such Person, (c)
in the case of the Borrower, direct legal expenses of
the Borrower and its Subsidiaries incurred in
connection with the Lamsco Litigation; PROVIDED that
(i) such expenses are incurred during the calendar
year 2000 and (ii) the aggregate amount of such
expenses that may be added back to Consolidated Net
Income in determining Consolidated EBITDA shall not
exceed $1,000,000, and (d) management fees payable by
the Borrower pursuant to the Management Consulting
Agreement, to the extent that such management fees
have been accrued by the Borrower for such period but
not paid, PLUS management fees payable by the
Borrower pursuant to the Management Consulting
Agreement, to the extent that such management fees
have been accrued by the Borrower for a prior period,
and are paid during the period for which Consolidated
EBITDA is being determined.
EXCHANGE NOTES. The senior subordinated
notes due 2005 which may be issued by the Borrower in
exchange for Senior Subordinated Notes in accordance
with the terms contained in the Senior Subordinated
Indenture.
1999 SENIOR SUBORDINATED NOTE DOCUMENTS. The
1999 Senior Subordinated Notes, the 1999 Senior
Subordinated Exchange Notes, the 1999 Senior
Subordinated Indenture, any and all guarantees of any
Subsidiary of the Borrower given or made pursuant to
the 1999 Senior Subordinated Indenture, and each of
the Instruments evidencing the 1999 Senior
Subordinated Notes or 1999 Senior Subordinated
Exchange Notes, or pursuant to which any 1999 Senior
Subordinated Note or 1999 Senior Subordinated
Exchange Note is issued, incurred or guaranteed.
SENIOR SUBORDINATED NOTE DOCUMENTS. The
Senior Subordinated Notes, the Exchange Notes, the
Senior Subordinated Indenture, any and all guarantees
of any Subsidiary of the Borrower given or made
pursuant to the Senior Subordinated Indenture, and
each of the Instruments evidencing the Senior
Subordinated Notes or the Exchange Notes pursuant to
which any Senior Subordinated Note or Exchange Note
is issued, incurred or guaranteed.
SENIOR SUBORDINATED NOTES. The Senior
Subordinated Notes due 2005 issued by the Borrower in
accordance with the terms contained in the Senior
Subordinated Indenture, in an aggregate principal
amount outstanding not to exceed
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$110,000,000.
SUBORDINATED DEBT DOCUMENTS. The Senior
Subordinated Note Documents, the Exchange Note
Documents, the Permitted Subordinated Debt Documents,
the 1999 Senior Subordinated Note Documents, the 1999
Senior Subordinated Exchange Documents, the Trim
Seller Note Documents, and the Permitted Seller
Subordinated Debt Documents.
TOTAL ACQUISITION COMMITMENT. The sum of the
Total Acquisition Loan Commitments and Total UK
Acquisition Loan Commitments of the Lenders, as in
effect from time to time. The Total Acquisition
Commitment was $65,000,000 as of the Restatement
Effective Date and was reduced to $35,000,000 as of
the Amendment No. 1 Effective Date and was further
reduced to zero as of the Amendment No. 3 Effective
Date.
UK ACQUISITION LOANS. Acquisition loans made
or to be made by the UK Fronting Lender to the UK
Borrower pursuant to Section 2.1(d).
(ii) Section 1.1 of the Credit Agreement is further
amended by inserting the following new defined terms in the
appropriate alphabetical sequence in such Section:
AMENDMENT NO. 3 TO CREDIT AGREEMENT. Waiver
and Amendment No. 3 to Credit Agreement, dated as of
March 30, 2000, among the Transaction Parties, the
Required Lenders and the Agent.
AMENDMENT NO. 3 EFFECTIVE DATE. The date on
which all of the conditions to the effectiveness of
Amendment No. 3 to Credit Agreement are satisfied and
Amendment No. 3 to Credit Agreement becomes
effective.
LAMSCO LITIGATION. The lawsuit filed by
Borrower against Alinabal Holdings Corporation (the
former shareholder of Lamsco), and individuals,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, in the U.S. District Court for the Southern
District of New York.
(b) REDUCTION OF TOTAL ACQUISITION COMMITMENTS. The Total
Acquisition Commitment is hereby reduced from $35,000,000 to zero. The
Acquisition Loan Commitment and the UK Acquisition Loan commitment of
each Lender is hereby permanently terminated.
(c) LIMITATIONS ON REVOLVING CREDIT LOANS. Paragraph (c) of
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Section 2.1 of the Credit Agreement is hereby amended to add, at the
end of such paragraph (c), the following new text:
Notwithstanding anything to the contrary contained in this
Agreement, the sum of the aggregate principal amount of all
Revolving Credit Loans plus the Letter of Credit Exposure shall not
exceed (A) $10,000,000 ($5,000,000 until such time (if any) as
the UK Loan Default Cure has been effected) from the Amendment No. 3
Effective Date to and including August 30, 2000, and (B) $0 from
August 31, 2000, to and including November 1, 2000 (the "CLEAN UP
PERIOD"), and $12,000,000 from and after November 2, 2000. Solely
for purposes of Section 4.4(a) of the Credit Agreement, the Total
Revolving Credit Commitment shall be deemed to be (1) $10,000,000
from the Amendment No. 3 Effective Date to and including August 30,
2000, and (2) $0 during the Clean Up Period, and (3) $12,000,000
from and after November 2, 2000. The Borrower shall not, however, as
a result of the provisions of the previous sentence, be required
during the Clean-Up Period to terminate or cash-collateralize Letter
of Credit No. ▇▇▇▇▇▇▇▇ issued by BankBoston, N.A. and in the amount
of $387,000 as of the Amendment No. 3 Effective Date. The Borrower
will not use proceeds of any Revolving Credit Loans directly or
indirectly to fund interest payments on Subordinated Debt which are
scheduled, as of the Amendment No. 3 Effective Date, to be paid on
October 15, 2000. The Borrower will use proceeds of Revolving Credit
Loans solely to pay obligations which are then due and payable by
the Borrower and its Domestic Subsidiaries and the payment of which
is not prohibited by the Loan Documents.
(d) ACQUISITION LOANS AND UK ACQUISITION LOANS. Paragraph (d)
of Section 2.1 of the Credit Agreement is hereby amended by amending
and restating the last two sentences of such paragraph (d) to read as
follows:
The Total Acquisition Loan Commitment was $65,000,000 as of
the Restatement Effective Date and was reduced to $35,000,000
as of the Amendment No. 1 Effective Date and was further
reduced to zero as of the Amendment No. 3 Effective Date. From
and after the Amendment No. 3 Effective Date, no Lender shall
be required to extend any Acquisition Loans hereunder.
(e) TERMINATION OF ACQUISITION LOAN COMMITMENTS AND UK
ACQUISITION LOAN COMMITMENTS. Paragraph (d) of Section 4.2 of the
Credit Agreement is hereby amended and restated in its entirety to read
as follows:
(d) The Acquisition Loan Commitment of each Lender
with such a Commitment and the UK Acquisition Loan Commitment
of each Lender with such a Commitment shall terminate in their
entirety on the Amendment No. 3 Effective Date.
(f) MANDATORY PREPAYMENT WITH LAMSCO LITIGATION PROCEEDS.
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▇▇▇▇▇▇▇▇▇ (a) of Section 4.9 of the Credit Agreement is hereby amended
by adding the following new subparagraph (vi) thereto, as follows:
(vi) LAMSCO LITIGATION PROCEEDS. Ninety percent (90%)
of the gross consideration received by or payable to the
Borrower or any of its Subsidiaries in cash from any
settlement, judgment or order related to or other resolution
of any claims related to the Lamsco Litigation. The Borrower
and its Subsidiaries will use any proceeds of the Lamsco
Litigation not required to be paid to the Lenders in the same
manner that proceeds of Revolving Credit Loans are required to
be used.
(g) RELEASE OF CERTAIN UK GUARANTOR GUARANTEES AND SECURITY.
Section 6.4 of the Credit Agreement is hereby deleted in its entirety.
(h) REPORT ON CASH AND CASH FLOWS. Section 9.3 of the Credit
Agreement is hereby amended by adding, immediately after paragraph (p)
thereof, the following new paragraph (q):
(q) on March 31, 2000, and on each Friday thereafter,
a report on the cash and Cash Equivalents of the Borrower and
its Subsidiaries as of the close of business on the prior day,
and a projection of the cash, Cash Equivalents and cash flows
of the Borrower and its Subsidiaries for the thirteen
(13)-week period commencing with the next Monday, such report
and projection to be in form, substance and detail
satisfactory to the Agent.
(i) ADVISOR AND CONSULTANT. Section 9.9 of the Credit
Agreement is hereby amended to add, immediately after paragraph (f)
thereof, the following new paragraph (g):
(g) ADVISOR AND CONSULTANT. Permit any advisor or
consultant engaged by the Agent or by Agent's Special Counsel, as
contemplated by Section 17.2(j) of the Credit Agreement, upon
reasonable advance notice, to visit and inspect any of its
Properties, to examine its books of account and contracts (and to
make copies thereof and extracts therefrom) and to discuss its
affairs, finances and accounts with and to be advised as to the same
by its officers and other employees. The Borrower and its
Subsidiaries will also generally provide all access and information
to, and cooperate with, such advisor or consultant as is necessary
or appropriate to permit such advisor or consultant to perform its
duties to the Agent or the Agent's Special Counsel.
(j) INDEBTEDNESS. Section 10.1 of the Credit Agreement is
amended as follows:
(i) by amending and restating paragraph (f) of
Section 10.1 in its entirety as follows:
(f) Indebtedness of the Borrower under the Exchange
Notes issued in exchange for the Senior Subordinated Notes in
the manner described in the Senior Subordinated Indenture,
PROVIDED, that the aggregate principal amount of the Exchange
Notes outstanding at any time shall not exceed the outstanding
principal amount of the Senior Subordinated Notes on the date
of the issuance of the Exchange Notes, MINUS the amount of any
payment, prepayment, redemption, repurchase or other
acquisition of, or cancellation or other discharge of, any
Exchange Notes;
(ii) by amending and restating paragraph (o) of
Section 10.1 in its entirety as follows:
(o) Indebtedness of the Borrower under the 1999
Senior Subordinated Exchange Notes issued in exchange for the
1999 Senior
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Subordinated Notes in the manner described in the
1999 Senior Subordinated Indenture, PROVIDED, that the
aggregate principal amount of the 1999 Senior Subordinated
Exchange Notes outstanding at any time shall not exceed the
outstanding principal amount of the 1999 Senior Subordinated
Notes on the date of the issuance of the 1999 Senior
Subordinated Exchange Notes, MINUS the amount of any payment,
prepayment, redemption, repurchase or other acquisition of, or
cancellation or other discharge of, any 1999 Senior
Subordinated Exchange Notes;"
(j) MANAGEMENT FEES. Subsection (i) of paragraph (d) of
Section 10.4 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
(i) payments of management fees by the Borrower
pursuant to the Management Consulting Agreement, PROVIDED,
HOWEVER, that (A) at the time of any such payment, the entire
amount of such payment is then required to be made in
accordance with the terms of the Management Consulting
Agreement, (B) no Default or Event of Default is continuing at
the time of such payment or would result therefrom, (C) the
maximum amount of such management fees paid or payable by the
Borrower with respect to any fiscal year shall not exceed
$200,000 plus one and one-half percent (1 1/2%) of
Consolidated EBITDA of the Borrower and its Subsidiaries for
such fiscal year, (D) the Borrower shall pay such management
fees quarterly in arrears, in an amount for any quarter not in
excess of one and one-half percent (1 1/2%) of Consolidated
EBITDA for the prior fiscal quarter (except for the last
fiscal quarter of any fiscal year, during which the Borrower
shall be permitted, subject to the other limitations contained
in this Agreement, to make payments which do not exceed,
together with all other payments made during such fiscal year,
the amount specified in clause (C) above), and (E) no such
management fees shall be paid by the Borrower or any of its
Subsidiaries during the calendar year 2000 and until the
Borrower has demonstrated to the reasonable satisfaction of
the Agent compliance with the financial covenants contained in
Article 11 of this Agreement as in effect prior to amendment
thereof by Amendment No. 3 to Credit Agreement. In the event
that the Borrower pays any such management fees prior to the
delivery by the Borrower of the financial statements required
pursuant to Section 9.3(a) and/or (b) and the Borrower or the
Agent (in the case of any over-payment) determines that an
over-payment or under-payment of such management fees has
occurred as a result of the Borrower's final determination of
Consolidated EBITDA, such management fees shall be adjusted
accordingly, with appropriate (x) refunds of such management
fees for the prior fiscal quarter being made to the Borrower,
or (y) additional payments of such management fees for the
prior fiscal quarter being made by the Borrower, each as the
case may be.
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(k) PAYMENTS TO ▇▇▇▇▇ CAPITAL CORPORATION. Section 10.11 of
the Credit Agreement is amended by (i) redesignating paragraph (k)
thereof as paragraph (l), and (ii) inserting the following new
paragraph (k) immediately after paragraph (j) thereof:
(k) reimbursement of reasonable out-of-pocket
expenses of ▇▇▇▇▇ Capital Corporation incurred on behalf of
the Borrower or in connection with performance of services for
the Borrower (including but not limited to office lease
expense, other office expenses and travel and entertainment
expenses); PROVIDED that the aggregate amount of payments made
by the Borrower as described above in this paragraph (k) shall
not exceed $30,000 in any calendar quarter; and
(l) AMENDMENTS OF DOCUMENTS. Section 10.13 of the Credit
Agreement is hereby amended to add, immediately after paragraph (b)
thereof, the following new paragraph (c):
(c) Permit any amendment, supplement, waiver or other
modification to any Subordinated Debt Documents.
(m) MAXIMUM LEVERAGE RATIO. Section 11.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as
follows:
11.1. MAXIMUM LEVERAGE RATIO. The Leverage Ratio as
of the end of any Reference Period ending on any date or
during any period set forth in the table below to be greater
than the ratio set forth opposite such date or period:
Date or Period Ratio
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March 31, 2000 7.50 to 1
June 30, 2000 8.25 to 1
September 30, 2000 8.25 to 1
December 31, 2000 8.00 to 1
January 1, 2001 through September 30, 2001 4.00 to 1
October 1, 2001 through September 30, 2002 3.75 to 1
October 1, 2002 through September 30, 2003 3.50 to 1
October 1, 2003 through February 1, 2005 3.25 to 1
(n) MINIMUM CONSOLIDATED EBITDA. Section 11.2 of the Credit
Agreement is hereby amended and restated in its entirety to read as
follows:
11.2. MINIMUM CONSOLIDATED EBITDA. Consolidated
EBITDA of the Borrower and its Subsidiaries for any Reference
Period ending on any date or during any period set forth in
the table
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below to be less than the amount set forth opposite such date
or period:
Minimum
Date or Period Consolidated Ebitda
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March 31, 2000 $30,500,000
June 30, 2000 $28,000,000
September 30, 2000 $28,000,000
December 31, 2000 $28,000,000
January 1, 2001 through June 30, 2001 $51,000,000
July 1, 2001 through December 31, 2001 $55,000,000
January 1, 2002 through December 31, 2002 $60,000,000
January 1, 2003 through June 30, 2003 $63,000,000
July 1, 2003 through December 31, 2003 $63,500,000
January 1, 2004 through March 31, 2004 $65,000,000
April 1, 2004 through December 31, 2004 $66,000,000
January 1, 2005 through February 1, 2005 $67,500,000
(o) MINIMUM INTEREST COVERAGE RATIO. Section 11.3 of the
Credit Agreement is hereby amended and restated in its entirety to read
as follows:
11.3. MINIMUM INTEREST COVERAGE RATIO. The ratio of
(a) Consolidated EBITDA of the Borrower and its Subsidiaries
for any Reference Period ending on any date or during any
period set forth in the table below to (b) Consolidated Total
Interest Expense of the Borrower and its Subsidiaries for such
Reference Period, to be less than the ratio set forth below
opposite such date or period:
Minimum Interest
Date or Period Coverage Ratio
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March 31, 2000 1.25 to 1
June 30, 2000 1.15 to 1
September 30, 2000 1.15 to 1
December 31, 2000 1.15 to 1
January 1, 2001 through February 1, 2005 2.50 to 1
(p) MINIMUM DEBT SERVICE COVERAGE RATIO. Section 11.4 of the
Credit Agreement is hereby amended and restated in its entirety to read
as follows:
11.4. MINIMUM DEBT SERVICE COVERAGE RATIO. The ratio
of (a) Consolidated Operating Cash Flow of the Borrower and
its Subsidiaries for any Reference Period ending on any date
or during any period set forth in the table below to (b)
Consolidated Debt Service of the Borrower and its Subsidiaries
for such Reference Period, to be less than the ratio set forth
below opposite such date or
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period:
Minimum Debt Service
Date or Period Coverage Ratio
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March 31, 2000 .90 to 1
June 30, 2000 .85 to 1
September 30, 2000 .80 to 1
December 31, 2000 .75 to 1
January 1, 2001 through February 1, 2005 1.15 to 1
(q) MAXIMUM CAPITAL EXPENDITURES. Section 11.5 of the Credit
Agreement is hereby amended and restated in its entirety to read as
follows:
11.5. MAXIMUM CAPITAL EXPENDITURES. The aggregate
amount of Capital Expenditures of the Borrower and its
Subsidiaries (other than Capital Expenditures made (a) with
the proceeds of Indebtedness permitted by paragraphs (c) of
Section 10.1 or (b) as a result of the acquisition of Capital
Assets in any Permitted Acquisition) (i) to exceed (A)
$1,600,000 during the first six months of the 2000 calendar
year and (B) $3,200,000 during the 2000 calendar year, and
(ii) for any Reference Period ending on any date or during any
period set forth in the table below to exceed the amount set
forth in the table below opposite such date or period:
Date or Period Amount
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January 1, 2001 through December 31, 2001 $12,200,000
January 1, 2002 through December 31, 2002 $12,400,000
January 1, 2003 through December 31, 2003 $14,200,000
January 1, 2004 through December 31, 2004 $15,100,000
January 1, 2005 through February 1, 2005 $12,500,000
(r) MINIMUM ACCOUNTS PAYABLE. Article 11 of the Credit
Agreement is hereby amended by inserting, immediately following Section
11.8 thereof, the following new Section 11.9:
11.9. MINIMUM ACCOUNTS PAYABLE. The consolidated
accounts payable of the Borrower and its Subsidiaries to be
less than $6,750,000 as of the end of any calendar month,
commencing with the calendar month ending March 31, 2000.
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(s) REPRESENTATIONS TRUE; NO DEFAULT OR EVENT OF DEFAULT.
Section 13.1 of the Credit Agreement is hereby amended by adding the
following phrase at the end of such Section:
"or shall result from the making of such Loan or the
issuance, extension or renewal of such Letter of
Credit."
(t) CONDITIONS TO ALL CREDIT EXTENSIONS. Section 13.7 of the
Credit Agreement is hereby amended and restated in its entirety to read
as follows:
"13.7 SENIOR DEBT. The Borrower shall have
demonstrated to the reasonable satisfaction of the Agent that
(a) all outstanding Obligations (after giving effect to the
requested Loans or Letters of Credit) constitute "Senior Debt"
(or corresponding alternative terms) under the Subordinated
Debt Documents and "Designated Senior Debt" under and for all
purposes of each of the Senior Subordinated Indenture and 1999
Senior Subordinated Indenture, and (b) the incurrence of
Indebtedness in respect of the requested Loans or Letters of
Credit shall be permitted by all Subordinated Debt Documents.
The foregoing demonstration shall include (i) certificates of
the chief financial officer of the Borrower, in form and
substance satisfactory to the Agent, setting forth in
reasonable detail the basis therefor, and the calculations (if
any) required to evidence compliance with the applicable
covenants set forth in the Subordinated Debt Documents and
(ii) a legal opinion addressed to the Lenders and the Agent,
in form and substance satisfactory to the Agent, from ▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower."
(u) EXPENSES. Section 17.2 of the Credit Agreement is amended
as follows:
(i) by deleting, immediately preceding clause (i) of
such Section, the word "and"; and
(ii) by adding, immediately following clause (i) of
such Section, the following:
and (j) all fees, costs and expenses incurred by the Agent
or by Agent's Special Counsel in connection with the engagement by
the Agent or by Agent's Special Counsel of an advisor or consultant
to review and report to the Agent and/or Agent's Special Counsel as
to the status of any and all matters concerning the business,
operations, financial condition, cash flows, strategies, business
plans, projections, forecasts, budgets, contracts, management and/or
information systems of the Borrower and its Subsidiaries.
(v) SCHEDULE 1 TO CREDIT AGREEMENT (COMMITMENTS; BANK'S
OFFICES). SCHEDULE 1 to the Credit Agreement is hereby amended and
restated in its entirety to read as set forth on SCHEDULE 1 hereto.
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(w) SCHEDULE 1.2 TO CREDIT AGREEMENT (APPLICABLE MARGINS).
SCHEDULE 1.2 to the Credit Agreement is hereby amended and restated in
its entirety to read as set forth on Schedule 1.2 hereto.
SECTION 3. CONDITIONS TO EFFECTIVENESS. This Agreement shall
become effective if, and only if, on or before March 31, 2000, each of the
following conditions precedent shall have been satisfied:
(a) EXECUTION AND DELIVERY OF DOCUMENTS. The Agent shall have
received:
(i) duly executed counterparts of this Agreement
which, when taken together, bear the authorized signatures of
each of the Transaction Parties and the Required Lenders; and
(ii) from each UK Subsidiary a duly executed consent
and affirmation in the form of EXHIBIT 3(A)(II) hereto as to
the full force and effect of the UK Security Documents as of
and after giving effect to this Agreement and the other
transactions contemplated hereby.
(b) AMENDMENT FEE. The Borrower shall have paid to the Agent,
for the account of each Lender who executes and delivers this Agreement
to the Agent on or prior to the 5:00 p.m., Boston, Massachusetts time,
March 30, 2000, a non-refundable amendment fee equal to 0.50% of the
sum of such Lender's outstanding (i) Revolving Credit Commitment, (ii)
Acquisition Loans, (iii) U.K. Acquisition Loans and (iv) Term Loans A
and (v) Terms Loans B.
(c) FEES AND EXPENSES. The Borrower shall have paid or
reimbursed the Agent for all of the fees and disbursements of ▇▇▇▇▇▇▇
▇▇▇▇ LLP, the Agent's special counsel, which shall have been incurred
by the Agent in connection with the preparation, negotiation, execution
and delivery of this Agreement and the implementation of the
transactions contemplated thereby, or which otherwise are required to
be paid under the Credit Agreement (including specifically invoices
dated July 31, 1999 and February 29, 2000).
(d) LEGAL OPINION. The Agent shall have received from ▇▇▇▇▇▇,
▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Transaction Parties, a favorable legal
opinion addressed to the Agent and the Lenders, dated as of the
Effective Date and in form, scope and substance satisfactory to the
Agent. The Transaction Parties shall have instructed such counsel to
deliver such opinion to the Agent.
(e) OFFICER'S CERTIFICATE. The Agent shall have received a
certificate, dated the Effective Date, signed by the chief financial
officer of the Borrower, and in form and substance satisfactory to the
Agent, stating that all outstanding Obligations (i) constitute "Senior
Debt" (or
-13-
corresponding alternative terms) under the Subordinated Debt
Documents and "Designated Senior Debt" under and for all purposes of
each of the Senior Subordinated Indenture and 1999 Senior Subordinated
Indenture, and (ii) all outstanding Obligations are permitted by all
Subordinated Debt Documents. Such certificate shall include or shall
have attached thereto calculations in form, substance and detail
satisfactory to the Agent demonstrating the correctness of the
statements made in such certificate.
(f) CERTIFIED COPIES OF CHARTER DOCUMENTS. The Agent shall
have received from each of the Transaction Parties a certificate of a
duly authorized officer of such Person, dated as of the Effective Date,
certifying that no amendments to its Governing Documents have occurred
since the Restatement Effective Date. Such certificate shall be in form
and substance reasonably satisfactory to the Agent.
(g) PROOF OF CORPORATE ACTION. The Agent shall have received
from each of the Transaction Parties copies, certified by a duly
authorized officer of such Person to be true and complete on and as of
the Effective Date, of the records of all corporate action taken by
such Person to authorize (i) such Person's execution and delivery of
this Agreement, and (ii) such Person's performance of all of its
agreements and obligations under this Agreement and the Credit
Agreement, as amended hereby (collectively, the "AMENDMENT DOCUMENTS").
Such certified copies shall be in form and substance reasonably
satisfactory to the Agent.
(h) INCUMBENCY CERTIFICATE. The Agent shall have received
incumbency certificates, dated the Effective Date, signed respectively
by a duly authorized officer of each of the Transaction Parties, and
giving the name and bearing a specimen signature of each individual who
shall be authorized (x) to sign, in the name and on behalf of such
Person this Agreement, and (y) to give notices and to take other action
on behalf of such Person under this Agreement. Such certified copies or
certificate shall be in form and substance reasonably satisfactory to
the Agent.
(i) CLOSING CERTIFICATE. The Agent shall have received a
certificate, dated the Effective Date, signed by the Chief Financial
Officer of the Borrower, to the effect that (i) each of the
representations and warranties of the Transaction Parties contained in
Section 5 hereof are true and correct as of the Effective Date and (ii)
no Default or Event of Default exists on the Effective Date (after
giving effect to this Agreement).
(j) DRAFT AUDITED FINANCIAL STATEMENTS. The Borrower shall
have delivered to the Agent all the financial statements required to be
delivered by Section 9.3(a) of the Credit Agreement with respect to the
fiscal year of the Borrower ending December 31, 1999, together with a
draft of the certification without qualification by the Independent
Public Accountants required by such Section 9.3(a), and a draft of the
written statement from such Accountants required by such Section
9.3(a). Such financial
-14-
statements, such draft certification and such draft written statement
shall be in form and substance satisfactory to the Agent.
(k) REPRESENTATIONS AND WARRANTIES. The Agent shall be
satisfied that the representations and warranties set forth in Section
5 hereof are true and correct on and as of the Effective Date.
The first date as of which all of the foregoing conditions precedents shall be
satisfied is referred to herein as the "EFFECTIVE DATE".
SECTION 4. POST-CLOSING CONVENANTS.
(a) AUDITED FINANCIAL STATEMENTS. The Borrower shall deliver
to each of the Lenders, not later than the Business Day next
following the Amendment No. 3 Effective Date, all the financial
statements required to be delivered by Section 9.3(a) of the Credit
Agreement with respect to the fiscal year of the Borrower ending
December 31, 1999, certified without qualification by the
Independent Public Accountants as required by such Section 9.3(a),
together with the written statement from such Accountants required
by such Section 9.3(a). Such financial statements, such
certification by the Independent Accountants and such written
statement from such Accounts shall be in the form of drafts
previously delivered to the Agent pursuant to Section 3(j) hereof.
The Borrower's failure to timely perform any of its obligations
under this Section 4 shall constitute an immediate and automatic
Event of Default.
(b) MORTGAGES. The US Transaction parties shall not later
than April 30, 2000, deliver to the Agent a fully executed Mortgage
over any owned Real Estate of any of the US Transaction Parties, in
form and substance satisfactory to the Agent, together with title
insurance policies, surveys, evidences of insurance with the Agent
named as loss payee and additional insured, legal opinions and other
documents and certificates with respect to such Real Estate as may
be reasonably required by the Agent.
SECTION 5. REPRESENTATIONS AND WARRANTIES. Each of the
Transaction Parties hereby represents and warrants to the Agent and the Lenders
that:
(a) This Agreement has been duly executed and delivered by
such Transaction Party. The execution and delivery by such Transaction
Party of this Agreement has been duly authorized by proper proceedings
by such Transaction Party, and each Amendment Document constitutes the
legal, valid and binding obligation of such Transaction Party,
enforceable against such Transactions Party in accordance with its
terms.
(b) The execution and delivery by such Transaction Party of
this Agreement and the performance by such Transaction Party of each
Amendment Document (i) are within the corporate or other legal
authority of such Person, (ii) have been duly authorized by all
necessary corporate or other proceedings and (iii) do not and will not
conflict with or result in any breach or contravention of any
Applicable Law or any Contractual Obligation or Governing Document of
any of the Transaction Parties.
(c) Each of the representations and warranties of each of the
Transaction Parties contained in the Loan Documents or in any
Instrument delivered pursuant to or in connection with the Credit
Agreement was true in all respects as of the date as of which it was
made and is true in all respects on the date hereof (except to the
extent that such representations and warranties relate expressly to an
earlier date).
-15-
(d) All outstanding Obligations (i) constitute "Senior Debt"
(or corresponding alternative terms) under the Subordinated Debt
Documents and "Designated Senior Debt" under and for all purposes of
each of the Senior Subordinated Indenture and 1999 Senior Subordinated
Indenture, and (ii) are permitted by all Subordinated Debt Documents.
(e) After giving effect to this Agreement, no Default or Event
of Default has occurred and is continuing.
(f) SCHEDULE 8.18 of the Credit Agreement accurately describes
all bank accounts of the Borrower and its Subsidiaries. The Borrower
and its Subsidiaries are in compliance with all their obligations under
Section 10.14 (Bank Accounts) and Section 9.12 (Cash Management System)
of the Credit Agreement.
SECTION 6. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. EXPENSES. The Borrower shall pay all reasonable
out-of-pocket expenses incurred by the Agent and the Lenders in connection with
the preparation, negotiation, execution, delivery and enforcement of this
Agreement, including, but not limited to, the reasonable fees and disbursements
of ▇▇▇▇▇▇▇ ▇▇▇▇ LLP.
SECTION 8. MISCELLANEOUS. From and after the date hereof, this
Agreement shall be deemed a Loan Document for all purposes of the Credit
Agreement and the other Loan Documents and each reference to Loan Documents in
the Credit Agreement and the other Loan Documents shall be deemed to include
this Agreement. Except as expressly provided herein, this Agreement shall not,
by implication or otherwise, limit, impair, constitute a waiver of or otherwise
affect any rights or remedies of the Agent or the Lenders under the Credit
Agreement or the other Loan Documents, nor alter, modify, amend or in any way
affect any of the obligations or covenants contained in the Credit Agreement or
any of the other Loan Documents, all of which are ratified and confirmed in all
respects and shall continue in full force and effect. This Agreement may be
executed in any number of counterparts, but all of such counterparts shall
together constitute but one and the same agreement. Delivery of an executed
counterpart of a signature page by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Agreement. In making proof
of this Agreement, it shall not be necessary to produce or account for more than
one such counterpart.
[Remainder of this page intentionally left blank]
-16-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers, all as of the date first above
written.
Very truly yours,
BORROWER: COMPASS AEROSPACE
CORPORATION
By:
Name:
Title:
UK BORROWER: COMPASS AEROSPACE LIMITED
By:
Name:
Title:
GUARANTORS: AEROMIL ENGINEERING
COMPANY
WESTERN METHODS MACHINERY
CORPORATION
▇▇▇▇▇▇ MACHINE INCORPORATED
▇▇▇▇▇▇▇▇ MACHINE, INC.
WICHITA MANUFACTURING, INC.,
SEA-LECT PRODUCTS, INC.,
PACIFIC HILLS MANUFACTURING
CO.
By:
Name:
Title:
Agreed to and Accepted By:
FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), as Lender, as
Agent and as Issuing Bank
-17-
By:
----------------------------------
Name:
Title:
BANKBOSTON, N.A. (London Branch),
as Lender and UK Fronting Lender
By:
----------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION, as Lender
By:
----------------------------------
Name:
Title:
ROYAL BANK OF CANADA, as Lender
By:
----------------------------------
Name:
Title:
BANK OF AMERICA, N.A. (f/k/a NationsBank, N.A.), as Lender
By:
----------------------------------
-18-
Name:
Title:
PARIBAS, as Lender
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
WESTERN FINANCIAL BANK, as Lender
By:
----------------------------------
Name:
Title:
▇▇▇▇▇▇ FINANCIAL, INC. , as Lender
By:
----------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT FUND,
LLC, as Lender
By: CypressTree Investment Management
Company Inc., its Managing Member
-19-
By:
----------------------------------
Name:
Title:
CYPRESSTREE INSTITUTIONAL
FUND, LLC, as Lender
By: CypressTree Investment Management
Company Inc., its Managing Member
By:
----------------------------------
Name:
Title:
KZH CYPRESSTREE-1 LLC, as Lender
By:
----------------------------------
Name:
Title:
FIRST SOURCE FINANCIAL LLP, as Lender
By: First Source Financial, Inc.,
its Agent/Manager
By:
----------------------------------
Name:
Title:
SRV-HIGHLAND, INC. , as Lender
-20-
By:
----------------------------------
Name:
Title:
SCHEDULE 1
PART 1 - REVOLVING CREDIT LENDERS - REVOLVING CREDIT COMMITMENTS AND REVOLVING
CREDIT COMMITMENT PERCENTAGES
---------------------------------------------------- ---------------------------- ------------------------------
REVOLVING CREDIT LENDERS
(DOMESTIC AND EUROCURRENCY REVOLVING CREDIT COMMITMENT
LENDING OFFICES) REVOLVING CREDIT COMMITMENT PERCENTAGE
---------------------------------------------------- ---------------------------- ------------------------------
FLEET NATIONAL BANK (f/k/a BankBoston, N.A.) $4,000,000 16%
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇
---------------------------------------------------- ---------------------------- ------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION $4,500,000 18%
▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------------- ---------------------------- ------------------------------
ROYAL BANK OF CANADA $5,000,000 20%
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------------------------- ---------------------------- ------------------------------
-22-
---------------------------------------------------- ---------------------------- ------------------------------
BANK OF AMERICA, N.A. $4,000,000 16%
(f/k/a NationsBank, N.A.)
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------------------- ---------------------------- ------------------------------
PARIBAS $2,500,000 10%
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------------------------- ---------------------------- ------------------------------
WESTERN FINANCIAL BANK $2,000,000 8%
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------------------- ---------------------------- ------------------------------
▇▇▇▇▇▇ FINANCIAL, INC. $3,000,000 12%
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------------------------- ---------------------------- ------------------------------
TOTAL $25,000,000 100%
---------------------------------------------------- ---------------------------- ------------------------------
-23-
PART 2 - ACQUISITION LOAN LENDERS - ACQUISITION LOAN COMMITMENTS AND ACQUISITION
LOAN COMMITMENT PERCENTAGES, UK ACQUISITION LOAN COMMITMENT AND TOTAL
ACQUISITION LOAN COMMITMENT PERCENTAGES
-------------------------------------------- ------------------------- ------------------------
ACQUISITION LOAN LENDERS ACQUISITION LOAN
(DOMESTIC AND EUROCURRENCY ACQUISITION LOAN COMMITMENT
LENDING OFFICES) COMMITMENT PERCENTAGE
-------------------------------------------- ------------------------- ------------------------
FLEET NATIONAL BANK (f/k/a BankBoston, -0- 16%
N.A.)
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇
-------------------------------------------- ------------------------- ------------------------
BANKBOSTON, N.A. (London Branch) -0- -0-
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
Fax Number: (▇▇▇)▇▇-▇▇▇-▇▇▇-▇▇▇▇
Attention: _____________
-------------------------------------------- ------------------------- ------------------------
GENERAL ELECTRIC CAPITAL CORPORATION -0- 18%
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------- ------------------------- ------------------------
-------------------------------------------- ------------------------- ------------------------- ------------------------------
ACQUISITION LOAN LENDERS TOTAL ACQUISITION LOAN
(DOMESTIC AND EUROCURRENCY UK ACQUISITION UK ACQUISITION LOAN COMMITMENT
LENDING OFFICES) LOAN COMMITMENT COMMITMENT PERCENTAGE PERCENTAGES
-------------------------------------------- ------------------------- ------------------------- ------------------------------
FLEET NATIONAL BANK (f/k/a BankBoston, -0- -0- 8%
N.A.)
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇
-------------------------------------------- ------------------------- ------------------------- ------------------------------
BANKBOSTON, N.A. (London Branch) -0- 16% 8%
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
Fax Number: (▇▇▇)▇▇-▇▇▇-▇▇▇-▇▇▇▇
Attention: _____________
-------------------------------------------- ------------------------- ------------------------- ------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION -0- 18% 18%
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------- ------------------------- ------------------------- ------------------------------
-24-
-------------------------------------------- ------------------------- ------------------------
ROYAL BANK OF CANADA -0- 20%
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------------- ------------------------- ------------------------
BANK OF AMERICA, N.A. -0- 16%
(f/k/a NationsBank, N.A.)
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------- ------------------------- ------------------------
PARIBAS -0- 10%
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------- ------------------------- ------------------------
WESTERN FINANCIAL BANK -0- 8%
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------- ------------------------- ------------------------
-------------------------------------------- ------------------------- ------------------------- ------------------------------
ROYAL BANK OF CANADA -0- 20% 20%
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------------- ------------------------- ------------------------- ------------------------------
BANK OF AMERICA, N.A. -0- 16% 16%
(f/k/a NationsBank, N.A.)
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------- ------------------------- ------------------------- ------------------------------
PARIBAS -0- 10% 10%
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------- ------------------------- ------------------------- ------------------------------
WESTERN FINANCIAL BANK -0- 8% 8%
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------- ------------------------- ------------------------- ------------------------------
-25-
-------------------------------------------- ------------------------- ------------------------
▇▇▇▇▇▇ FINANCIAL, INC. -0- 12%
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------- ------------------------- ------------------------
TOTAL -0- 100%
-------------------------------------------- ------------------------- ------------------------
-------------------------------------------- ------------------------- ------------------------- ------------------------------
▇▇▇▇▇▇ FINANCIAL, INC. -0- 12% 12%
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------------- ------------------------- ------------------------- ------------------------------
TOTAL -0- 100% 100%
-------------------------------------------- ------------------------- ------------------------- ------------------------------
PART 3 - TERM LOAN A LENDERS - TERM LOAN A COMMITMENTS AND TERM LOAN A
COMMITMENT PERCENTAGES
--------------------------------------------- ------------------------------ -----------------------------
TERM LOAN A LENDERS
(DOMESTIC AND EUROCURRENCY TERM LOAN A COMMITMENT
LENDING OFFICES) TERM LOAN A COMMITMENT PERCENTAGE
--------------------------------------------- ------------------------------ -----------------------------
FLEET NATIONAL BANK (f/k/a BankBoston, N.A.)
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ -▇- ▇▇%
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇
--------------------------------------------- ------------------------------ -----------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇ -0- 18%
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------- ------------------------------ -----------------------------
ROYAL BANK OF CANADA
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ -0- 20%
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------- ------------------------------ -----------------------------
-26-
--------------------------------------------- ------------------------------ -----------------------------
BANK OF AMERICA, N.A. -0- 16%
(f/k/a NationsBank, N.A.)
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------- ------------------------------ -----------------------------
PARIBAS -0- 10%
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------- ------------------------------ -----------------------------
WESTERN FINANCIAL BANK -0- 8%
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------- ------------------------------ -----------------------------
▇▇▇▇▇▇ FINANCIAL, INC. -0- 12%
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------- ------------------------------ -----------------------------
TOTAL -0- 100%
--------------------------------------------- ------------------------------ -----------------------------
-28-
PART 4 - TERM LOAN B LENDERS - TERM LOAN B COMMITMENTS AND TERM LOAN B
COMMITMENT PERCENTAGES
--------------------------------------------------- ----------------------------- -----------------------------
TERM LOAN B LENDERS
(DOMESTIC AND EUROCURRENCY TERM LOAN B COMMITMENT
LENDING OFFICES) TERM LOAN B COMMITMENT* PERCENTAGE
--------------------------------------------------- ----------------------------- -----------------------------
FLEET NATIONAL BANK -0- 16.666%
(f/k/a BankBoston, N.A.)
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇
--------------------------------------------------- ----------------------------- -----------------------------
GENERAL ELECTRIC CAPITAL CORPORATION -0- 11.111%
▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------- ----------------------------- -----------------------------
PARIBAS -0- 5.556%
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------------- ----------------------------- -----------------------------
-29-
--------------------------------------------------- ----------------------------- -----------------------------
CYPRESSTREE INSTITUTIONAL FUND, LLC -0- 2.222%
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------------- ----------------------------- -----------------------------
CYPRESSTREE INVESTMENT FUND, LLC -0- 2.222%
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------------- ----------------------------- -----------------------------
KZH CYPRESSTREE-1 LLC -0- 17.778%
▇/▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bank
▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------------- ----------------------------- -----------------------------
FIRST SOURCE FINANCIAL LLP -0- 27.085%
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------------- ----------------------------- -----------------------------
-30-
--------------------------------------------------- ----------------------------- -----------------------------
SRV-HIGHLAND, INC. -0- 11.111%
Highland Capital Management, L.P.
1150 Two Galleria Tower
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ FINANCIAL, INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -0- 5.527
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ Gallenhugh
--------------------------------------------------- ----------------------------- -----------------------------
TOTAL -0- 100%
--------------------------------------------------- ----------------------------- -----------------------------
-31-
SCHEDULE 1.2
APPLICABLE MARGINS
------------ --------------------------------------- -------------- -------------------- -------------
Base Eurocurrency Rate Base
Level Leverage Ratio Rate A Loans A Loans Rate B Loans
------------ --------------------------------------- -------------- -------------------- -------------
------------ --------------------------------------- -------------- -------------------- -------------
I Greater than 4.5:1.0 2.00% 3.50% 2.50%
------------ --------------------------------------- -------------- -------------------- -------------
------------ --------------------------------------- -------------- -------------------- -------------
Less than or equal to 4.5:1.0 but
II greater than 4.0:1.0 1.75% 3.25% 2.25%
------------ --------------------------------------- -------------- -------------------- -------------
------------ --------------------------------------- -------------- -------------------- -------------
Less than or equal to 4.0:1.0 but
III greater than 3.5:1.0 1.50% 3.00% 2.00%
------------ --------------------------------------- -------------- -------------------- -------------
------------ --------------------------------------- -------------- -------------------- -------------
Less than or equal to 3.5:1.0 but
VI greater than 3.0:1.0 1.25% 2.75% 2.00%
------------ --------------------------------------- -------------- -------------------- -------------
------------ --------------------------------------- -------------- -------------------- -------------
V Less than or equal to 3.0:1.0 1.00% 2.50% 2.00%
------------ --------------------------------------- -------------- -------------------- -------------
--------------------- ------------------------- -------------------------
Eurocurrency Revolving Credit Acquisition Loan
Rate B Loans Commitment Fees Commitment Fees
--------------------- ------------------------- -------------------------
--------------------- ------------------------- -------------------------
4.00% 0.50% 0.75%
--------------------- ------------------------- -------------------------
--------------------- ------------------------- -------------------------
3.75% 0.50% 0.75%
--------------------- ------------------------- -------------------------
--------------------- ------------------------- -------------------------
3.50% 0.50% 0.75%
--------------------- ------------------------- -------------------------
--------------------- ------------------------- -------------------------
3.50% 0.50% 0.75%
--------------------- ------------------------- -------------------------
--------------------- ------------------------- -------------------------
3.50% 0.375% 0.50%
--------------------- ------------------------- -------------------------