EXHIBIT 10.17.3
EXECUTION COPY
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TWELFTH AMENDMENT AND WAIVER
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TWELFTH AMENDMENT AND WAIVER dated as of October 22, 2001 (the
"Twelfth Amendment") with respect to the Revolving Credit and Term Loan
Agreement dated as of April 26, 1999 (as amended, the "Credit Agreement") by and
among Chart House Enterprises, Inc. (the "Parent"), Chart House, Inc. (the
"Borrower"), the lending institutions from time to time party thereto
(collectively, the "Banks") and Fleet National Bank (formerly known as
BankBoston, N.A.), as Agent (the "Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Banks have made
Loans and other financial accommodations to the Borrower which remain
outstanding; and
WHEREAS, the Borrower has requested that the Agent and the
Banks, and the Agent and the Banks are willing to, amend the Credit Agreement
and waive certain Events of Default, but only on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Defined Terms. Unless otherwise defined herein,
capitalized terms used herein have the meanings assigned in the Credit Agreement
and the following terms shall have the following meanings:
"Effective Date": shall have the meaning ascribed thereto in
Article V of this Twelfth Amendment.
"EGI (01)": means EGI-Fund (01) Investors, L.L.C.
"Excess AP": shall have the meaning ascribed thereto in the
Participation Agreement.
"Actual Net Availability": shall have the meaning ascribed
thereto in the Participation Agreement.
"Participation Agreement": means that certain Participation
Agreement dated as of October 22, 2001 by and among EGI (01), the Agent
and the Banks, a copy of which is attached hereto as Exhibit A.
"Reporting Date": means every Tuesday during the Reporting
Period.
"Reporting Period" means the period from Tuesday, October 23,
2001 through and including Tuesday, April 30, 2002.
"Specified Events of Default": Events of Default arising (i)
under Section 15.1(a) of the Credit Agreement as a result of the
Borrower's failure to pay to the Agent, for the ratable benefit of the
Banks, the quarterly amortization payment due September 24, 2001 under
the Term Loan pursuant to Section 4.3.1 of the Credit Agreement, (ii)
as a result of the Borrower's failure to consummate a Type A Capital
Event on or before September 28, 2001 pursuant to Section 4.1 of the
Eleventh Amendment and Waiver dated August 9, 2001 (the "Eleventh
Amendment") and (iii) as a result of the Borrower's failure to deliver
a Business Plan, acceptable to the Agent and the Required Banks on or
before October 15, 2001, pursuant to Section 4.3(b) of the Eleventh
Amendment.
"Subsequent Participating Amount": shall have the meaning
ascribed thereto in the Participation Agreement.
"Unfunded EGI Commitments": means an amount equal to $500,000
minus the aggregate principal amount of all junior and subordinated
participating interests purchased by EGI after the Effective Date
pursuant to the Participation Agreement.
ARTICLE II
WAIVER
Section 2.1. Waiver. Subject to compliance with the terms and
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conditions set forth in this Twelfth Amendment, the Agent and the Banks hereby
agree to waive the Specified Events of Default.
ARTICLE III
AMENDMENTS TO CREDIT AGREEMENT
Section 3.1. Amendments to Section 1.1 (Definitions). (a)
Section 1.1 of the Credit Agreement is hereby amended by (i) deleting the
definitions of "Mortgages", "Revolving Credit Loan Maturity Date" and "Term Loan
Maturity Date" and (ii) inserting the following definitions in their proper
alphabetical order:
"Mortgages" Mortgages and deeds of trust, in form and
substance satisfactory to the Agent, executed by the Parent, the
Borrower or any of their Subsidiaries in favor of the Agent, for the
benefit of the Banks, with respect to fee and leasehold interests in
Real Estate.
"Revolving Credit Loan Maturity Date" April 30, 2002.
"Term Loan Maturity Date" April 30, 2002.
(b) The definition of "Obligations" contained in Section 1.1
of the Credit Agreement is hereby amended by inserting immediately before the
period at the end of said section the phrase "; it being understood that the
definition of Obligations shall include indebtedness incurred by the Parent, the
Borrower and any of their respective Subsidiaries in respect of advances made by
the Agent to cover (i) overdrafts in an amount not to exceed $500,000 or (ii)
overdrafts that exceed $500,000, provided such overdrafts in excess of $500,000
are made with the consent of each Bank".
(c) The definition of "Real Estate" contained in Section 1.1
of the Credit Agreement is hereby amended by (i) deleting the phrase "the
Borrower or any of its Subsidiaries." and (ii) inserting in lieu thereof the
phrase "the Parent, the Borrower or any of their Subsidiaries."
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Section 3.2 Amendment to Section 4.3.1(a) (Term Loan). Section
4.3.1(a) of the Credit Agreement is hereby amended by deleting said section in
its entirety and inserting in lieu thereof the following:
"The Borrower promises to pay to the Agent for the account of the
Banks, an amount equal to the unpaid balance of the Term Loan on the
Term Loan Maturity Date."
Section 3.3. Amendment to Section 4.3.2 (Annual Excess
Operating Cash Flow Recapture). Section 4.3.2 of the Credit Agreement is hereby
amended by inserting immediately before the period at the end of said section
the phrase "to permanently reduce each Bank's pro rata share of the Revolving
Credit Commitments".
Section 3.4. Amendment to Section 4.3.3 (Proceeds). Section
4.3.3 of the Credit Agreement is hereby amended by inserting immediately after
the phrase "principal due on the Term Loan pro rata" and immediately before the
period, the phrase ", with any remaining amounts to be applied against
outstanding Revolving Credit Loans to permanently reduce each Bank's pro rata
share of the Revolving Credit Commitments".
Section 3.5. Amendment to Section 8 (Collateral Security and
Guarantees). (a) Section 8.1(a) of the Credit Agreement is hereby amended by
inserting the phrase "or may become" immediately after the phrase "the Borrower
is" and immediately before the phrase "a party."
(b) Section 8.2(a) of the Credit Agreement is hereby amended
by inserting the phrase "or may become" immediately after the phrase "such
Subsidiary Guarantor is" and immediately before the phrase "a party." Section
8.2(b) of the Credit Agreement is hereby amended by inserting the phrase "or may
become" immediately after the phrase "such Subsidiary Guarantor is" and
immediately before the phrase "a party."
(c) Section 8.3(a) of the Credit Agreement is hereby amended
by inserting the phrase "or may become" immediately after the phrase "the Parent
is" and immediately before the phrase "a party."
Section 3.6. Amendment to Section 12 (Financial Covenants of
the Borrower). Section 12 of the Credit Agreement is hereby amended by deleting
it in its entirety and inserting in lieu thereof the following:
"Intentionally Omitted"
Section 3.7. Amendment to Section 21.5 (Participations).
Section 21.5 of the Credit Agreement is hereby amended by inserting immediately
before the period at the end of said section the phrase "provided, further that
the proviso requiring each participation to be not less than $5,000,000 set
forth in subsection (i) herein shall not apply to the Participation Agreement".
Section 3.8. Amendment to Schedules. Schedule 1 to the Credit
Agreement is hereby deleted in its entirety and replaced with the new Schedule 1
attached hereto.
ARTICLE IV
AGREEMENTS
Section 4.1. Interest. Anything to the contrary contained in
the Credit Agreement notwithstanding, during the period beginning on the
Effective Date through and including the earlier of (a)
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Xxxxx 00, 0000, (x) the day prior to the date of the occurrence of an Event of
Default or (c) the date when all Obligations are paid in full in cash (the
"Twelfth Amendment Period"), the Loans shall bear interest at a rate per annum
equal to the Base Rate plus 2.75%; it being understood that no Eurodollar Rate
Loans (other than Eurodollar Rate Loans currently outstanding which shall be
permitted to remain outstanding) shall be available during the Twelfth Amendment
Period.
Section 4.2. Deferral. Anything to the contrary contained in
the Credit Agreement notwithstanding, during the Twelfth Amendment Period, the
Agent and the Banks hereby agree to defer payment of the Commitment Fee, any fee
due the Agent in respect of Section 6.2 of the Credit Agreement and interest;
provided, however, that, notwithstanding the foregoing, the Borrower shall pay
interest in cash on each applicable Interest Payment Date in respect of any
Eurodollar Rate Loan currently outstanding; and further, provided, that the
Borrower shall pay in full in cash the accrued but unpaid Commitment Fee, any
fee due the Agent in respect of Section 6.2 of the Credit Agreement and accrued
but unpaid interest at the end of the Twelfth Amendment Period.
Section 4.3. Treatment of Accrued Default Interest. Interest
that commenced accruing on September 25, 2001 pursuant to Sections 6.11.1 and
6.11.2 of the Credit Agreement above the applicable contract rate of interest
otherwise required pursuant to Sections 2.5 and 4.5.1 of the Credit Agreement
("Default Interest"), shall, upon the Effective Date, cease accruing and shall
be paid in full in cash at the end of the Twelfth Amendment Period; provided,
however, that notwithstanding the foregoing, if the Amendment Fee is required to
be paid pursuant to Section 4.12 hereof, payment of the Default Interest shall,
without the necessity of any further action by any party, be waived. Upon the
Effective Date, Section 4.1 hereof shall govern the payment of interest.
Section 4.4. Limitation on Revolving Credit Commitments. The
Borrower hereby acknowledges and agrees that to the extent the aggregate
principal amount of outstanding Revolving Credit Loans is equal to or exceeds
$19,000,000, the Agent and the Banks shall not make Revolving Credit Loans
unless and until (a) EGI (01) pays to the Agent, for the ratable benefit of the
Banks, a Subsequent Participating Amount and (b) such Subsequent Participating
Amount equals or exceeds the amount of Revolving Credit Loans to be made.
Section 4.5. Financial Covenant. The Borrower shall not
permit, measured as at any Reporting Date, the sum of (i) Actual Net
Availability plus (ii) the Unfunded EGI Commitments minus Excess AP to be less
than $300,000; it being understood that a breach of this financial covenant
shall, without the necessity of any further action by any party, automatically
constitute an Event of Default under the Credit Agreement.
Section 4.6. Restriction on Capital Expenditures. During the
Twelfth Amendment Period, the Borrower and the Parent shall not make and shall
not permit any Subsidiary of the Borrower or the Parent to make Capital
Expenditures that exceed $926,000 in the aggregate.
Section 4.7. Restrictions on ACH Transfers and Issuance of
Checks. The Borrower and the Parent shall not and shall not permit any
Subsidiary of the Borrower or the Parent to conduct an ACH transfer or issue any
check unless there are sufficient funds in the general ledger, there is
sufficient availability under the Credit Agreement or there is otherwise a
reasonable anticipation that such availability will exist when presented for
payment.
Section 4.8. Financial Reporting Requirements. The Borrower
hereby agrees to provide to the Agent and the Banks on each Reporting Date
during the Reporting Period a 13-week cash flow forecast and the following
information: (a) Actual Net Availability, (b) Excess AP, (c) the dollar amount
of accounts payable, (d) the amount of Unfunded EGI Commitments, (e) Capital
Expenditures made during the
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Reporting Period, (f) the weighted average days outstanding of accounts payable
and (g) such other information as the Agent may request. Each 13-week cash flow
forecast and all other information required to be provided pursuant to this
Section 4.8 shall be certified by the Borrower's Chief Financial Officer.
Section 4.9. Exit Strategy Plan. On or before January 31,
2002, the Borrower shall deliver to the Agent and the Banks the "Exit Strategy
Plan" acceptable to the Agent and the Required Banks; it being understood that
the failure of the then current Exit Strategy Plan to be acceptable to the Agent
and the Required Banks on or before January 31, 2002 shall, without the
necessity of any further action by any party, constitute an Event of Default. In
determining whether the Exit Strategy Plan is acceptable, the Agent and the
Banks may consider, among other things, (i) whether the information (financial
or otherwise) and strategy contained in such Exit Strategy Plan constitutes a
viable plan for paying the Obligations in full in cash by April 30, 2002 and
(ii) whether the plan for implementing such Exit Strategy Plan is reasonable
under the circumstances and the then-current market conditions. The Agent and
the Banks shall not unreasonably withhold acceptance of such Exit Strategy Plan.
As used herein, "Exit Strategy Plan" means a detailed exit strategy plan
identifying, among other things, (i) the Borrower's plan for payment in full of
the Obligations by April 30, 2002 and (ii) the steps to be taken to implement
such plan.
Section 4.10. Retention of Agent's Financial Advisor. The
Borrower, the Parent and each Subsidiary Guarantor hereby agree to cooperate in
all respects with any financial advisor retained by the Agent. The Borrower
hereby agrees to pay or reimburse the Agent on demand for all reasonable fees
and out-of-pocket expenses incurred in connection with such retention.
Section 4.11. Termination of Borrower's Financial Advisor.
Anything to the contrary in the Eleventh Amendment dated as of August 9, 2001
notwithstanding, to the extent that the Agent retains a financial advisor, the
Borrower shall be permitted to terminate the engagement of
PricewaterhouseCoopers LLP upon five (5) days prior written notice to the Agent.
Section 4.12. Amendment Fee. The Borrower hereby agrees that
it shall pay to the Agent, for the ratable benefit of the Banks (and the
Guarantors guarantee the payment of) a fee in an amount equal to $575,000 (the
"Amendment Fee") at the end of the Twelfth Amendment Period; provided, however,
that the Amendment Fee shall be waived in the event the Obligations (other than
the Amendment Fee) shall have been paid in full in cash on or before April 29,
2002. If, at any time prior to the close of business April 26, 2002, the
Borrower (i) certifies in writing to the Agent and the Banks (a) that the
closing of a capital event (which may include, among other things, a refinancing
of the Obligations or a sale of assets) is reasonably imminent to close within
30 days of the date of such certification and (b) that such capital event will
generate sufficient net cash proceeds to pay the Obligations in full in cash and
(ii)(x) in the context of a sale of assets, delivers to the Agent and the Banks
a signed copy of a purchase and sale agreement containing no financing
contingency or, alternatively, with a firm commitment letter from a reputable
financial institution providing for a sufficient amount of financing, (y) in the
context of a refinancing of the Obligations, delivers to the Agent and the Banks
a signed copy of a firm commitment letter from a reputable financial institution
providing for a sufficient amount of financing to pay in full the Obligations or
(z) a signed copy of such other document(s) that evidence such capital event,
then the Borrower may request, and the Agent and the Banks shall reasonably
consider such request, to extend the date of payment of the Amendment Fee for no
more than 30 days; it being understood that the date of payment of the Amendment
Fee shall not be extended unless and until the Agent and the Banks extend
Revolving Credit Loan Maturity Date and the Term Loan Maturity Date. Anything to
the contrary notwithstanding contained herein, the Amendment Fee shall be deemed
earned in full on the Effective Date. This Section 4.12 shall not be construed
to imply (expressly or implicitly) any agreement on the part of the Agent or any
Bank to extend the Revolving Credit Loan Maturity Date and the Term Loan
Maturity Date.
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Section 4.13. Cross-Default. To the extent that EGI (01)
defaults in any of its obligations under the Participation Agreement, including,
without limitation, Section 3 thereof, such default shall, without the necessity
of any further action by any party, automatically constitute an Event of Default
under the Credit Agreement.
Section 4.14. Agreements Deemed Agreements under the Credit
Agreement. For purposes of the Credit Agreement, the agreements of the Borrower
contained in this Twelfth Amendment shall be deemed to be, and shall be,
agreements under the Credit Agreement. Without limiting the foregoing sentence,
if the Borrower breaches any provision contained in this Article IV or in
Section 7.2 hereof, or should any representation or warranty set forth in
Section 7.1 be untrue, then such event shall, without the necessity of any
further action by any party, automatically constitute an Event of Default.
ARTICLE V
EFFECTIVE DATE
This Twelfth Amendment shall become effective as of the date on
which (i) the Agent has received (a) counterparts to this Twelfth Amendment,
duly executed and delivered by the Borrower, the Parent, the Subsidiary
Guarantors, the Agent and each of the Banks and (b) payment in full in cash of
the invoiced and unpaid fees and expenses of the Agent's professionals and (ii)
the Participation Agreement is duly executed and delivered by all parties
thereto and, pursuant to the terms thereof, EGI (01), upon purchasing a junior
and subordinated interest in the Revolving Credit Loans thereunder, pays to the
Agent, for the ratable benefit of the Banks, the sum of $1,500,000.
ARTICLE VI
INTERPRETATION
Section 6.1. Continuing Effect of the Credit Agreement. The
Borrower, the Agent and each Bank hereby acknowledges and agrees that the Credit
Agreement shall continue to be and shall remain unchanged and in full force and
effect in accordance with its terms, except as expressly modified hereby.
Section 6.2. No Waiver. Nothing contained in this Twelfth
Amendment shall be construed or interpreted or is intended as a waiver of any
Default or Event of Default, or of any rights, powers, privileges or remedies
that the Agent or the Banks have or may have under the Credit Agreement, the
Security Documents, any other Loan Document or related document or applicable
law on account of such Default or Event of Default, except as expressly provided
herein.
ARTICLE VII
MISCELLANEOUS
Section 7.1. Representations and Warranties. (a) The
representations and warranties contained in Section 9 of the Credit Agreement
are true and correct at and as of the date made and as of the date hereof,
except to the extent of changes resulting from transactions contemplated or
permitted by this Amendment and the other Loan Documents, changes which have
been disclosed to the Agent and the Banks prior to the date hereof and changes
occurring in the ordinary course of business that singly or in the aggregate are
not materially adverse, and to the extent that such representations and
warranties related expressly to an earlier date.
(b) Each of the Parent, the Borrower and each Subsidiary
Guarantor has performed and complied in all material respects with all terms and
conditions herein required to be performed or
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complied with by it prior to or at the time hereof, and as of the date hereof,
after giving effect to the provisions hereof, there exists no Default or Event
of Default.
Section 7.2. Payment of Fees and Expenses. The Borrower hereby
agrees to pay or reimburse the Agent on demand for all its reasonable
out-of-pocket costs and expenses incurred in connection with the preparation and
execution of this Twelfth Amendment, including, without limitation, the
reasonable fees and disbursements of counsel to the Agent. In furtherance of the
provisions of this Section 7.2 and Section 18.1 of the Credit Agreement, the
Borrower hereby agrees that the Agent shall be entitled, upon one Business Day's
written notice to the Borrower, to debit any account of the Borrower to collect
costs and expenses to which the Agent is entitled pursuant to Section 4.10 of
this Twelfth Amendment and Section 7.2 and Section 18.1 of the Credit Agreement.
Section 7.3. Counterparts. This Twelfth Amendment may be
executed by the parties hereto in any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
Section 7.4. Twelfth Amendment as Loan Document. For purposes of
the Credit Agreement, this Twelfth Amendment shall be deemed to be, and shall
constitute a Loan Document.
Section 7.5. Integration. The Loan Documents, including the
Credit Agreement as amended hereby, and any other documents executed in
connection herewith or therewith express the entire understanding of the parties
with respect to the transactions contemplated hereby.
Section 7.6. GOVERNING LAW. THIS TWELFTH AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS TWELFTH AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE COMMONWEALTH OF MASSACHUSETTS.
Section 7.7. Reservation of Rights. Notwithstanding anything
contained in this Twelfth Amendment, the Borrower, the Parent and the Subsidiary
Guarantors acknowledge that the Agent and the Banks do not waive, and expressly
reserve, the right to exercise, at any time, any and all of their rights and
remedies under the Credit Agreement, the Security Documents, any other related
document and applicable law upon the occurrence of any Default or Event of
Default, other than as expressly provided herein.
Section 7.8. Confirmation of Indebtedness. The Borrower hereby
confirms and acknowledges that, as of the Effective Date, the Borrower is truly
and justly indebted to the Banks, without defense, counterclaim or offset of any
kind, in respect of Loans and Letters of Credit in the aggregate principal
amount of $27,287,500.
Section 7.9. Ratification of Guaranty. By its signature below,
each of Parent and each Subsidiary Guarantor hereby acknowledges this Twelfth
Amendment and agrees that the applicable Guarantee from such Guarantor in favor
of the Agent for the benefit of the Agent and the Banks and all other Loan
Documents to which such Guarantor is a party remains in full force and effect,
and each such Guarantor hereby confirms and ratifies all of its obligations
thereunder.
Section 7.10. Waiver and Release. The Parent, the Borrower and
the Subsidiary Guarantors hereby release, waive, and forever relinquish all
claims, demands, obligations, liabilities and causes of action of whatever kind
or nature, whether known or unknown, which any of them have, may have, or might
assert at the time of execution of this Twelfth Amendment or in the future
against the Agent, the Banks and/or their respective parents, affiliates, and
each of the participants, officers, directors, employees, agents, attorneys,
accountants, consultants, successors and assigns of any of the foregoing,
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directly or indirectly, which occurred, existed, was taken, permitted or begun
prior to the Effective Date, arising out of, based upon, or in any manner
connected with (a) any transaction, event, circumstance, action, failure to act
or occurrence of any sort or type, whether known or unknown, with respect to the
Credit Agreement, the Security Documents, any other related document and/or the
administration thereof or the obligations created thereby; (b) any discussions,
commitments, negotiations, conversations or communications with respect to the
refinancing, restructuring or collection of any obligations related to the
Credit Agreement, the Security Documents, any other related document and/or the
administration thereof or the obligations created thereby, or (c) any matter
related to the foregoing.
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IN WITNESS WHEREOF, the parties hereto have caused this Twelfth Amendment
to be duly executed and delivered by their proper and duly authorized officers
as of the date first above written.
CHART HOUSE, INC.
By: /S/ XXXXXXX X. XXXXXX
--------------------------
Title: President
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FLEET NATIONAL BANK (f/k/a BankBoston,
N.A.), as Agent and a Lender
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------
Title: Sr. Vice President
BNP PARIBAS, as a Lender
By:
-----------------------------------
Title:
By: /s/ Xxxxxx Xxxxx Jr.
-----------------------------------
Title: Director
ING (U.S.) CAPITAL LLC, as a Lender
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Title: Associate
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ACKNOWLEDGED AND AGREED:
CHART HOUSE ENTERPRISES, INC.
as Parent
By: /s/ XXXXXXX X. XXXXXX
---------------------------------
Title: President
CHART HOUSE ENTERPRISES OF IDAHO,
INC., as a Subsidiary Guarantor
By: /s/ XXXXXXX X. XXXXXX
---------------------------------
Title: Assistant Vice President
CHART HOUSE ENTERPRISES OF PUERTO
RICO, INC., as a Subsidiary Guarantor
By: /s/ XXXXXXX X. XXXXXX
---------------------------------
Title: President
CHART HOUSE OF ANNAPOLIS, INC., as a
Subsidiary Guarantor
By: /s/ XXXXXXX X. XXXXXX
---------------------------------
Title: President
CHART HOUSE OF MARYLAND, INC., as a
Subsidiary Guarantor
By: /s/ XXXXXXX X. XXXXXX
---------------------------------
Title: President
CHART HOUSE ACQUISITION, INC., as a
Subsidiary Guarantor
By: /s/ XXXXXXX X. XXXXXX
--------------------------------
Title: President
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BIG WAVE, INC., as a Subsidiary Guarantor
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------
Title: President
CORK 'N XXXXXXX, INC., as a Subsidiary
Guarantor
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------
Title: President
ANALOS COMPANY, as a Subsidiary Guarantor
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------
Title: President
WEST 52nd STREET, INC., as a Subsidiary
Guarantor
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------
Title: President
CHART HOUSE ACQUISITION OF NEVADA, INC.,
as a Subsidiary Guarantor
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------
Title: President
CHART HOUSE ACQUISITION OF MARYLAND, INC.,
as a Subsidiary Guarantor
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------
Title: President
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SCHEDULE 1
(As of October 22, 2001)
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Revolving Credit Commitment Commitment
Banks Commitment Percentage Term Commitment Percentage
----- ---------- ---------- --------------- ----------
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Fleet National Bank $9,750,000 50% $6,750,000 50%
(f/k/a BankBoston,
N.A.) Domestic
Eurodollar
Lending Xxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
Senior Vice President
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BNP Paribas $4,875,000 25% $3,375,000 25%
Domestic Eurodollar
Lending Xxxxxx
000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxx Xxxxxxxxx
------------------------------------------------------------------------------------------------------------------------
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ING (US) LLC $4,875,000 25% $3,375,000 25%
Domestic
Eurodollar
Lending Xxxxxx
000 Xxxxx Xxxxxx Xx.,
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
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