SEVENTH AMENDMENT TO CREDIT AGREEMENT
BRIGHTPOINT, INC., a Delaware corporation (the "Company"), the banks listed
on the signature pages hereof (each individually a "Bank" and collectively the
"Banks") and BANK ONE, INDIANA, NATIONAL ASSOCIATION (formerly known as "Bank
One, Indianapolis, National Association"), a national banking association with
its principal office in Indianapolis, Indiana, as agent for the Banks (in such
capacity the "Agent" and in its individual capacity "Bank One") agree as
follows:
1. CONTEXT. This Seventh Amendment is made in the context of the following
agreed statement of facts:
(a) The Company, the Banks and the Agent are parties to a Credit Agreement
dated June 13, 1995, as amended by a First Amendment dated as of September
15, 1995, a Second Amendment dated as of January 19, 1996, a Third
Amendment dated as of June 7, 1996, and a Fourth Amendment dated as of June
28, 1996, a Fifth Amendment dated effective as of October 11, 1996, and a
Sixth Amendment dated effective as of January 29, 1997 (collectively, the
"Agreement").
(b) The Company has requested that the Banks (i) extend the temporary
incrrease in the Company's line of credit to July 31, 1997; and (ii) waive
the Company's noncompliance with a certain negative covenant to permit the
acquisition by the Company of certain stock and other assets.
(c) The Banks have agreed to such requests, subject to certain terms and
conditions, and the parties have executed this Seventh Amendment (the
"Seventh Amendment") to give effect to their agreement.
2. DEFINITIONS. Terms used in this Seventh Amendment with their initial letters
capitalized are used as defined in the Agreement, unless otherwise specifically
defined herein.
3. REVOLVING LOAN EXTENSION. (a) From the date of this Seventh Amendment, and
until July 31, 1997, each Bank agrees to make its Percentage of Advances (all
such Advances by all such Banks are collectively referred to as the "Revolving
Loan") under a revolving line of credit from time to time to the Company of an
aggregate principal amount not exceeding One Hundred Million and No/100 Dollars
($100,000,000.00), provided that all of the conditions of lending stated in
Section 7 of the Agreement as being applicable to Advances have been fulfilled
at the time of each Advance. On July 31, 1997, if not sooner terminated or
accelerated, the Aggregate Commitment shall automatically reduce to Seventy-Five
Million andn No/100 Dollars ($75,000,000.00) and the Company shall repay to the
Banks the principal amount outstanding in excess of such reduced Commitment in
accordance with each Bank's Percentage, immediately and without demand. Each
Bank's Percentage of Advances for the temporary increase in the Aggregate
Commitment and after reduction on July 31, 1997 shall be as set forth in
Schedule "A" attached hereto.
(b) The obligation of the Company to repay the Revolving Loan shall be
evidenced by the promissory notes (the "Revolving Notes") of the Company payable
to the order of each Bank and in an amount equal to each Bank's Percentage of
the Aggregate Commitment, which Revolving Notes shall be in the form of Exhibit
"A" attached hereto.
4. WAIVER OF NONCOMPLIANCE WITH COVENANT. The Banks hereby consent to the
acquisition by the Company of certain net assets of Telnic AB of Sweden and the
20% minority interests outstanding in Brightpoint China, Ltd., Brightpoint (UK)
Ltd., and Brightpoint Australia Pty. Ltd., and hereby waive the resulting
noncompliance with Section 6.e. of the Agreement. Such waiver shall not
constitute an agreement or waiver on the part of the Banks to any further or
other default or noncompliance on the part of the Company or any Subsidiary.
5. CONDITIONS PREDECENT. As conditions precedent to the effectiveness of this
Seventh Amendment, the Agent shall have received, each duly executed and in form
and substance satisfactory to the Banks, the following:
(a) This Seventh Amendment;
(b) The Revolving Notes;
(c) Certified Resolutions of the Board of Directors authorizing the
execution and delivery of the Seventh Amendment, the acquisition of
Telnic AB of Sweden and the minority interests in the indirect
Subsidiaries; and
(d) Such other documents as may be reasonably required by the Agent or the
Banks.
6. REPRESENTATIONS AND WARRANTIES. To induce the Banks and the Agent to enter
into this Seventh Amendment, the Company represents and warrants, as of the date
of this Seventh Amendment, and except as otherwise provided in this Seventh
Amendment, that no Event of Default or Unmatured Event of Default has occurred
or is continuing and that the representations and warranties contained in
Section 3 of the Agreement are true and correct, except that the representations
contained in Section 3.d. refer to the latest financial statements furnished to
the Banks by the Company pursuant to the requirements of the Agreement.
7. REAFFIRMATION OF THE AGREEMENT. Except as amended by this Seventh Amendment,
all terms and conditions of the Agreement shall remain unchanged and in full
force and effect and the Obligations of the Company shall continue to be secured
and guaranteed as therein provided until payment and performance in full of all
Obligations.
8. COUNTERPARTS. This Seventh Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company, the Agent and the Banks, by their
respective
duly authorized officers, have executed this Seventh Amendment to Credit
Agreement with effect as of April _______, 1997.
BRIGHTPOINT, INC.
By
------------------------------------------
Xxxxxxx X. Xxxxxxxx, Executive Vice President
and Chief Financial Officer
Address: 0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn: Executive Vice President
and Chief Financial Officer
Fax: (000) 000-0000
BANK ONE, INDIANA, NATIONAL ASSOCIATION
Individually and as Agent
By
------------------------------------------
Xxxxx X. Xxxxx, Vice President and
Senior Relationship Manager
Address: Bank One Center/Tower
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
X.X. Xxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000-0000
Attn: Manager, Metropolitan Department B
Fax: (000) 000-0000
3
THE FIRST NATIONAL BANK OF CHICAGO
By
------------------------------------------
------------------------------------------
Printed Name & Title
Address: One First Xxxxxxxx Xxxxx
Xxxx Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxx X. Xxxxx
Fax: (000) 000-0000
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By
------------------------------------------
------------------------------------------
Printed Name & Title
Address: SunTrust Bank, Central Florida, N.A.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxx, Vice President
Fax: (000) 000-0000
CORESTATES BANK, N.A.
By
------------------------------------------
------------------------------------------
Printed Name & Title
Address: CoreStates Bank, N.A.
0000 Xxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx
Fax: (000) 000-0000
4
EXHIBIT "A"
PROMISSORY NOTE
(Revolving Loan)
Indianapolis, Indiana
$34,000,000.00 Dated: April ______, 1997
Final Maturity: May 28, 1999
On or before May 28, 1999 ("Final Maturity"), BRIGHTPOINT, INC., a Delaware
corporation formerly known as Wholesale Cellular USA, Inc., (the "Maker")
promises to pay to the order of BANK ONE, INDIANA, NATIONAL ASSOCIATION
(formerly known as "Bank One, Indianapolis, N.A.") (the "Payee Bank") at the
principal office of BANK ONE, INDIANA, NATIONAL ASSOCIATION (the "Agent") at
Bank One Center/Tower, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, the
principal sum of Thirty-Four Million and 00/100 Dollars ($34,000,000.00) or so
much of the principal amount of the Loan represented by this Note as may be
disbursed by the Payee Bank under the terms of the Credit Agreement described
below, and to pay interest on the unpaid principal balance outstanding from time
to time as provided in this Note.
This Note evidences indebtedness (the "Loan") incurred or to be incurred by
the Maker under a revolving line of credit extended to the Maker by the Payee
Bank under a Credit Agreement dated June 13, 1995, as amended (collectively the
"Credit Agreement"). All references in this Note to the Credit Agreement shall
be construed as references to that Agreement as it may be amended from time to
time. The Loan is referred to in the Credit Agreement as the "Revolving Loan."
Subject to the terms and conditions of the Credit Agreement, the proceeds of the
Loan may be advanced and repaid and re-advanced until Final Maturity; provided
that on July 31, 1997, the amount available to be borrowed hereunder shall
automatically reduce to an amount not to exceed $31,125,000.00 and the Maker
shall immediately repay any excess over such reduced amount on such date and
without demand. The principal amount of the Loan outstanding from time to time
shall be determined by reference to the books and records of the Payee Bank on
which all Advances under the Loan and all payments by the Maker on account of
the Loan shall be recorded. Such books and records shall be deemed prima facie
to be correct as to such matters.
The terms "Advance" and "Banking Day" are used in this Note as defined in
the Credit Agreement.
Interest on the unpaid principal balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit Agreement. Prior to maturity, accrued interest shall be due and
payable on the last Banking Day of each month commencing on the last Banking Day
of the month in which this Note is executed. After maturity, interest shall be
due and payable as accrued and without demand. Interest will be calculated on
Page 1 of 2 Pages
the basis that an entire year's interest is earned in 360 days.
The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made to
the Credit Agreement for provisions requiring prepayment of principal under
certain circumstances. Principal may be prepaid, but only as provided in the
Credit Agreement.
If any installment of interest due under the terms of this Note is not paid
when due, then the Required Banks may, subject to the terms of the Credit
Agreement, without notice, declare the entire principal amount of the Note and
all accrued interest immediately due and payable. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of this Note
upon the happening of other "Events of Default" as defined therein.
All payments on account of this Note shall be applied first to expenses of
collection, next to any late payment fees which are due and payable, next to
interest which is due and payable, and only after satisfaction of all such
expenses, fees and interest, to principal.
The Maker and any endorsers severally waive demand, presentment for payment
and notice of nonpayment of this Note, and each of them consents to any renewals
or extensions of the time of payment of this Note without notice.
All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.
This Note is given to replace that certain Promissory Note of the Maker in
favor of the Payee Bank, dated January 29, 1997, in the principal amount of
$34,000,000.00 and bearing a final maturity date of May 29, 1999, and to
represent an extension of the indebtedness evidenced thereby.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that Indiana
conflicts of law rules might otherwise require the substantive rules of law of
another jurisdiction to apply.
BRIGHTPOINT, INC.
By:
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, Executive Vice President
and Chief Financial Officer
Page 2 of 2 Pages
EXHIBIT "A"
PROMISSORY NOTE
(Revolving Loan)
Indianapolis, Indiana
$16,500,000.00 Dated: April _____, 1997
Final Maturity: May 28, 1999
On or before May 28, 1999 ("Final Maturity"), BRIGHTPOINT, INC., a Delaware
corporation formerly known as Wholesale Cellular USA, Inc., (the "Maker")
promises to pay to the order of CORESTATES BANK, N.A. (the "Payee Bank") at the
principal office of BANK ONE, INDIANA, NATIONAL ASSOCIATION (formerly known as
"Bank One, Indianapolis, N.A.") (the "Agent") at Bank One Center/Tower, 000
Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, the principal sum of Sixteen
Million Five Hundred Thousand and 00/100 Dollars ($16,500,000.00) or so much of
the principal amount of the Loan represented by this Note as may be disbursed by
the Payee Bank under the terms of the Credit Agreement described below, and to
pay interest on the unpaid principal balance outstanding from time to time as
provided in this Note.
This Note evidences indebtedness (the "Loan") incurred or to be incurred by
the Maker under a revolving line of credit extended to the Maker by the Payee
Bank under a Credit Agreement dated June 13, 1995, as amended (collectively the
"Credit Agreement"). All references in this Note to the Credit Agreement shall
be construed as references to that Agreement as it may be amended from time to
time. The Loan is referred to in the Credit Agreement as the "Revolving Loan."
Subject to the terms and conditions of the Credit Agreement, the proceeds of the
Loan may be advanced and repaid and re-advanced until Final Maturity; provided
that on July 31, 1997, the amount available to be borrowed hereunder shall
automatically reduce to an amount not to exceed $10,125,000.00 and the Maker
shall immediately repay any excess over such reduced amount on such date and
without demand. The principal amount of the Loan outstanding from time to time
shall be determined by reference to the books and records of the Payee Bank on
which all Advances under the Loan and all payments by the Maker on account of
the Loan shall be recorded. Such books and records shall be deemed prima facie
to be correct as to such matters.
The terms "Advance" and "Banking Day" are used in this Note as defined in
the Credit Agreement.
Interest on the unpaid principal balance of the Loan outstanding from
time to time prior to and after maturity will accrue at the rate or rates
provided in the Credit Agreement. Prior to maturity, accrued interest shall be
due and payable on the last Banking Day of each month commencing on the last
Banking Day of the month in which this Note is executed. After
Page 1 of 2 Pages
maturity, interest shall be due and payable as accrued and without demand.
Interest will be calculated on the basis that an entire year's interest is
earned in 360 days.
The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made to
the Credit Agreement for provisions requiring prepayment of principal under
certain circumstances. Principal may be prepaid, but only as provided in the
Credit Agreement.
If any installment of interest due under the terms of this Note is not paid
when due, then the Required Banks may, subject to the terms of the Credit
Agreement, without notice, declare the entire principal amount of the Note and
all accrued interest immediately due and payable. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of this Note
upon the happening of other "Events of Default" as defined therein.
All payments on account of this Note shall be applied first to expenses of
collection, next to any late payment fees which are due and payable, next to
interest which is due and payable, and only after satisfaction of all such
expenses, fees and interest, to principal.
The Maker and any endorsers severally waive demand, presentment for payment
and notice of nonpayment of this Note, and each of them consents to any renewals
or extensions of the time of payment of this Note without notice.
All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.
This Note is given to replace that certain Promissory Note of the Maker in
favor of the Payee Bank, dated January 29, 1997, in the principal amount of
$16,500,000.00 and bearing a final maturity date of May 29, 1999, and to
represent an extension of the indebtedness evidenced thereby.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that Indiana
conflicts of law rules might otherwise require the substantive rules of law of
another jurisdiction to apply.
BRIGHTPOINT, INC.
By:
-----------------------------------
Xxxxxxx X. Xxxxxxxx, Executive Vice
President and Chief Financial Officer
Page 2 of 2 Pages
EXHIBIT "A"
PROMISSORY NOTE
(Revolving Loan)
Indianapolis, Indiana
$22,500,000.00 Dated: April _____, 1997
Final Maturity: May 28, 1999
On or before May 28, 1999 ("Final Maturity"), BRIGHTPOINT, INC., a Delaware
corporation formerly known as Wholesale Cellular USA, Inc., (the "Maker")
promises to pay to the order of SUNTRUST BANK, CENTRAL FLORIDA, N.A. (the "Payee
Bank") at the principal office of BANK ONE, INDIANA, NATIONAL ASSOCIATION
(formerly known as "Bank One, Indianapolis, N.A.") (the "Agent") at Bank One
Center/Tower, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, the principal
sum of Twenty-Two Million Five Hundred Thousand and 00/100 Dollars
($22,500,000.00) or so much of the principal amount of the Loan represented by
this Note as may be disbursed by the Payee Bank under the terms of the Credit
Agreement described below, and to pay interest on the unpaid principal balance
outstanding from time to time as provided in this Note.
This Note evidences indebtedness (the "Loan") incurred or to be incurred by
the Maker under a revolving line of credit extended to the Maker by the Payee
Bank under a Credit Agreement dated June 13, 1995, as amended (collectively the
"Credit Agreement"). All references in this Note to the Credit Agreement shall
be construed as references to that Agreement as it may be amended from time to
time. The Loan is referred to in the Credit Agreement as the "Revolving Loan."
Subject to the terms and conditions of the Credit Agreement, the proceeds of the
Loan may be advanced and repaid and re-advanced until Final Maturity; provided
that on July 31, 1997, the amount available to be borrowed hereunder shall
automatically reduce to an amount not to exceed $14,250,000.00 and the Maker
shall immediately repay any excess over such reduced amount on such date and
without demand. The principal amount of the Loan outstanding from time to time
shall be determined by reference to the books and records of the Payee Bank on
which all Advances under the Loan and all payments by the Maker on account of
the Loan shall be recorded. Such books and records shall be deemed prima facie
to be correct as to such matters.
The terms "Advance" and "Banking Day" are used in this Note as defined in
the Credit Agreement.
Interest on the unpaid principal balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit Agreement. Prior to maturity, accrued interest shall be due and
payable on the last Banking Day of each month commencing on the last Banking Day
of the month in which this Note is executed.
Page 1 of 2 Pages
After maturity, interest shall be due and payable as accrued and without demand.
Interest will be calculated on the basis that an entire year's interest is
earned in 360 days.
The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made to
the Credit Agreement for provisions requiring prepayment of principal under
certain circumstances. Principal may be prepaid, but only as provided in the
Credit Agreement.
If any installment of interest due under the terms of this Note is not paid
when due, then the Required Banks may, subject to the terms of the Credit
Agreement, without notice, declare the entire principal amount of the Note and
all accrued interest immediately due and payable. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of this Note
upon the happening of other "Events of Default" as defined therein.
All payments on account of this Note shall be applied first to expenses of
collection, next to any late payment fees which are due and payable, next to
interest which is due and payable, and only after satisfaction of all such
expenses, fees and interest, to principal.
The Maker and any endorsers severally waive demand, presentment for payment
and notice of nonpayment of this Note, and each of them consents to any renewals
or extensions of the time of payment of this Note without notice.
All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.
This Note is given to replace that certain Promissory Note of the Maker in
favor of the Payee Bank, dated January 29, 1997, in the principal amount of
$22,500,000.00 and bearing a final maturity date of May 29, 1999, and to
represent an extension of the indebtedness evidenced thereby.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that Indiana
conflicts of law rules might otherwise require the substantive rules of law of
another jurisdiction to apply.
BRIGHTPOINT, INC.
By:
-------------------------------------
Xxxxxxx X. Xxxxxxxx, Executive Vice
President and Chief Financial Officer
Page 2 of 2 Pages
EXHIBIT "A"
PROMISSORY NOTE
(Revolving Loan)
Indianapolis, Indiana
$27,000,000.00 Dated: April _____, 1997
Final Maturity: May 28, 1999
On or before May 28, 1999 ("Final Maturity"), BRIGHTPOINT, INC., a Delaware
corporation formerly known as Wholesale Cellular USA, Inc., (the "Maker")
promises to pay to the order of THE FIRST NATIONAL BANK OF CHICAGO (the "Payee
Bank") at the principal office of BANK ONE, INDIANA, NATIONAL ASSOCIATION
(formerly known as "Bank One, Indianapolis, N.A.") (the "Agent") at Bank One
Center/Tower, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, the principal
sum of Twenty-Seven Million and 00/100 Dollars ($27,000,000.00) or so much of
the principal amount of the Loan represented by this Note as may be disbursed by
the Payee Bank under the terms of the Credit Agreement described below, and to
pay interest on the unpaid principal balance outstanding from time to time as
provided in this Note.
This Note evidences indebtedness (the "Loan") incurred or to be incurred by
the Maker under a revolving line of credit extended to the Maker by the Payee
Bank under a Credit Agreement dated June 13, 1995, as amended (collectively the
"Credit Agreement"). All references in this Note to the Credit Agreement shall
be construed as references to that Agreement as it may be amended from time to
time. The Loan is referred to in the Credit Agreement as the "Revolving Loan."
Subject to the terms and conditions of the Credit Agreement, the proceeds of the
Loan may be advanced and repaid and re-advanced until Final Maturity; provided
that on July 31, 1997, the amount available to be borrowed hereunder shall
automatically reduce to an amount not to exceed $19,500,000.00 and the Maker
shall immediately repay any excess over such reduced amount on such date and
without demand. The principal amount of the Loan outstanding from time to time
shall be determined by reference to the books and records of the Payee Bank on
which all Advances under the Loan and all payments by the Maker on account of
the Loan shall be recorded. Such books and records shall be deemed prima facie
to be correct as to such matters.
The terms "Advance" and "Banking Day" are used in this Note as defined in
the Credit Agreement.
Interest on the unpaid principal balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit Agreement. Prior to maturity, accrued interest shall be due and
payable on the last Banking Day of each month commencing on the last Banking Day
of the month in which this Note is executed.
Page 1 of 2 Pages
After maturity, interest shall be due and payable as accrued and without demand.
Interest will be calculated on the basis that an entire year's interest is
earned in 360 days.
The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made to
the Credit Agreement for provisions requiring prepayment of principal under
certain circumstances. Principal may be prepaid, but only as provided in the
Credit Agreement.
If any installment of interest due under the terms of this Note is not paid
when due, then the Required Banks may, subject to the terms of the Credit
Agreement, without notice, declare the entire principal amount of the Note and
all accrued interest immediately due and payable. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of this Note
upon the happening of other "Events of Default" as defined therein.
All payments on account of this Note shall be applied first to expenses of
collection, next to any late payment fees which are due and payable, next to
interest which is due and payable, and only after satisfaction of all such
expenses, fees and interest, to principal.
The Maker and any endorsers severally waive demand, presentment for payment
and notice of nonpayment of this Note, and each of them consents to any renewals
or extensions of the time of payment of this Note without notice.
All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.
This Note is given to replace that certain Promissory Note of the Maker in
favor of the Payee Bank, dated January 29, 1997, in the principal amount of
$27,000,000.00 and bearing a final maturity date of May 29, 1999, and to
represent an extension of the indebtedness evidenced thereby.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that Indiana
conflicts of law rules might otherwise require the substantive rules of law of
another jurisdiction to apply.
BRIGHTPOINT, INC.
By:
-------------------------------------
Xxxxxxx X. Xxxxxxxx, Executive Vice
President and Chief Financial Officer
Page 2 of 2 Pages
SCHEDULE A TO SEVENTH AMENDMENT TO CREDIT AGREEMENT
BANK GROUP PERCENTAGES AND COMMITMENTS
--------------------------------------
(000's Omitted)
------------------------------------------------------------------------------------------------------------------------------------
$75 Mil. Line $25 Mil. Increase Aggregate
------------- ----------------- ---------
Commitment
----------
Name $ % $ % $ %
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Bank One, Indianapolis $ 31,125 41.5% $ 2,875 11.5% $ 34,000 34.0%
------------------------------------------------------------------------------------------------------------------------------------
First Chicago $ 19,500 26.0% $ 7,500 30.0% $ 27,000 27.0%
------------------------------------------------------------------------------------------------------------------------------------
Suntrust Bank $ 14,250 19.0% $ 8,250 33.0% $ 22,500 22.5%
------------------------------------------------------------------------------------------------------------------------------------
CoreStates Bank $ 10,125 13.5% $ 6,375 25.5% $ 16,500 16.5%
-------- ---- -------- ---- -------- ----
------------------------------------------------------------------------------------------------------------------------------------
Total $ 75,000 100.0% $ 25,000 100.0% $100,000 100.0%
------------------------------------------------------------------------------------------------------------------------------------
