EXECUTION COPY
PARTICIPATION AGREEMENT
RE:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (CANADA) CORPORATION
CREDIT AGREEMENT
To each of the banks named on the
signature pages hereof and added
by assignments permitted hereby
Ladies and Gentlemen:
This letter will serve to confirm the agreements between you and us with
respect to the acquisition by each of you of a participation in a revolving
loan and letter of credit facility in an aggregate principal amount not to
exceed the "Equivalent Cdn. $ Amount" (as defined in the Canadian Credit
Agreement referenced below) of U.S. $5,000,000 at any one time outstanding to
be made by First Chicago NBD Bank, Canada (the "BANK") to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(Canada) Corporation, a Canadian federally chartered corporation (the
"COMPANY"), on the terms and conditions set forth in that certain Credit
Agreement (as amended, restated, supplemented or otherwise modified from time
to time, the "CANADIAN CREDIT AGREEMENT") dated as of the date hereof between
the Bank and the Company. Each of you is hereinafter referred to as a
"PURCHASER", all of you are hereinafter referred to as the "PURCHASERS". All
capitalized terms used herein without definition shall have the same meanings
herein as they have in the Canadian Credit Agreement. The credit facilities
provided by the Canadian Credit Agreement are intended to supplement the
credit facilities created and provided for by that certain Amended and
Restated Credit Agreement, dated as of July 2, 1997, as amended from time to
time, by and among ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation (the "PARENT"), The First
National Bank of Chicago, as Agent (such Purchaser in such capacity as Agent,
and each successor thereto, being hereinafter referred to as the "AGENT"),
and the Purchasers (the "DOMESTIC CREDIT AGREEMENT").
The amount of the participation of each Purchaser in the Canadian Credit
Agreement and the Accommodations made thereunder and the terms and conditions
applicable thereto shall be as follows:
1. PARTICIPATION. Each Purchaser shall be entitled to, and by its
acceptance hereof agrees to take and purchase, a fractional undivided
participation interest in each Accommodation to be made by the Bank under the
Canadian Credit Agreement in the percentage set forth opposite its name on
the signature page hereof (the "PARTICIPATION PERCENTAGE"), which shall
entitle such Purchaser to receive after, but not before, such Purchaser has
paid for such participation in accordance with Paragraph 2 hereof: (a) its
Participation Percentage of any and all Collections (as hereinafter defined)
related to the principal or face amount, as applicable, of such Accommodation
in which it has so purchased
1
its Participation Percentage to the extent such Collection is made on or at
any time after the date such Purchaser pays for its purchase of such
participation in accordance with Paragraph 2 hereof; (b) a share of all
Collections related to interest or fees owing on the Accommodation in which
it has purchased its Participation Percentage at a rate equal to the rate
provided in the Canadian Credit Agreement for such Accommodation accruing on
such Purchaser's Participation Percentage of such Accommodation from the date
such Purchaser pays for its purchase of such participation in accordance with
Paragraph 2 hereof, PROVIDED, HOWEVER, that, in the case of any partial
payment of interest or fees by the Company on any Accommodation, such
Purchaser shall be entitled to receive a percentage of the partial payment
received by the Bank that is equal to such Purchaser's Participation
Percentage; and (c) any compensation under the increased cost, funding
indemnity or Tax protections provided in Article 10 of the Canadian Credit
Agreement received by the Bank that is attributable to the Purchaser's
Participation Percentage in an Accommodation made by the Bank in which
Purchaser has paid for its purchase of a participation in accordance with
Paragraph 2 hereof. The Bank will require the Company to pay any such
increased costs or funding indemnity attributable to the portion of any
Accommodation made by the Bank in which a Purchaser has paid for its
participation in accordance with Paragraph 2 hereof upon the demand of such
Participant and in such event, such Purchaser's only interest in any
increased cost protection or funding indemnity will be in receiving any such
payments actually received by the Bank that are attributable to such
Purchaser's Participation Percentage in such an Accommodation. No Purchaser
shall have any rights in and shall not be entitled to receive any part of any
other payment or fee related to the Accommodations or otherwise related to
the Canadian Credit Agreement not described in sub-parts (a)-(c) above
heretofore or hereafter received by the Bank, all such amounts to be retained
by the Bank for its own account as consideration for its extension of credit
under the Canadian Credit Agreement.
Notwithstanding anything to the contrary contained herein (other than
Section 10(b)) or in the Canadian Credit Agreement, the purchase by the
Purchasers of a fractional undivided participation interest in each
outstanding Accommodation made under the Canadian Credit Agreement and the
acquisition of an undivided interest in any Collections by the Purchasers
from the Bank or the Agent shall not constitute an acquisition by the
Purchasers of any beneficial interest in the Canadian Credit Agreement or any
amount owing thereunder, but shall constitute risk sharing payments among the
Bank and the Purchasers and the beneficial interest in the Canadian Credit
Agreement and all amounts owing thereunder shall at all times remain with the
Bank.
The term "COLLECTIONS" as used herein shall mean and include all
payments received by the Bank from the Company or any guarantor on account of
the Accommodations in which the Purchasers have purchased a participation and
the proceeds of any collateral applied by the Bank to such Accommodations,
including the set-off of any deposit balances. The Bank shall promptly remit
to each Purchaser, in like funds as received, all amounts described in
sub-parts (a)-(c) above after receipt thereof from the Company or following
application of any collateral therefor, as applicable, net of any withholding
or deduction which applicable law requires the Bank to make for taxes or
similar charges, to the account specified below such Purchaser's signature
hereto.
2
The Parent shall pay to each Purchaser a fee (the "Participation Fee")
equal to the sum of (X) the product of (i) such Purchaser's Participation
Percentage TIMES (ii) the "Applicable Eurodollar Margin" (as defined in the
Domestic Credit Agreement) TIMES (iii) the average daily amount of the
aggregate Face Amount of all outstanding Bankers' Acceptances, completed
Drafts and BA Equivalent Notes which the Bank has purchased or arranged to
have purchased during the relevant quarter of calculation PLUS (Y) the
product of (i) such Purchaser's Participation Percentage TIMES (ii) the
Applicable Eurodollar Margin TIMES (iii) the aggregate Face Amount of all
Documentary Credits issued and outstanding during the relevant quarter of
calculation PLUS (Z) the product of (i) such Purchaser's Participation
Percentage TIMES (ii) the "Applicable Floating Rate Margin" (as defined in
the Domestic Credit Agreement) TIMES (iii) the average daily principal amount
of all outstanding Advances during the relevant quarter of calculation. The
Participation Fee shall be payable quarterly in arrears beginning on August
31, 1999 and shall continue to be paid on the last day of each February, May,
August, and November through and including the Maturity Date or such later
date as all principal, interest, fees and other amounts due and payable under
the Canadian Credit Agreement have been paid in full. The Participation Fee
shall be paid to the Purchasers regardless of whether or not the Purchasers
have taken and purchased a fractional undivided participation interest in
each Accommodation to be made by the Bank under the Canadian Credit Agreement.
2. PAYMENTS BY PURCHASERS. Each Purchaser agrees that it will pay the
Bank in the amount set out below for such Purchaser's Participation
Percentage in the outstanding Accommodations made by the Bank under the
Canadian Credit Agreement, such payment to be made upon the Bank's demand in
either or both of the following events.
(a) AT BANK'S OPTION. The Bank has the right to make such demand of
all of the Purchasers in its sole discretion at any time on or after (i)
bankruptcy or similar insolvency proceedings have been instituted by or
against the Parent or the Company or any Unmatured Default or Default set
forth in Article 9 of the Canadian Credit Agreement occurs or (ii) the
Purchasers have accelerated repayment of the credit outstanding under the
Domestic Credit Agreement or (iii) the credit outstanding under the
Domestic Credit Agreement is not paid in full at its final maturity; or
(b) AT PURCHASER'S OPTION. The Bank agrees to make such demand on
all of the Purchasers upon the request of any one or more Purchasers
constituting the "Required Lenders" identified and defined in the Domestic
Credit Agreement, made at any time on or after the occurrence of any event
or the existence of any condition in each case which is specified as a
"DEFAULT" or "UNMATURED DEFAULT" under the Domestic Credit Agreement.
Upon such demand, each Purchaser shall pay to the Bank its Participation
Percentage of an amount equal to the sum of all principal of and accrued and
unpaid interest on the outstanding Accommodations, plus any other amounts as
may be due under the Canadian Credit Agreement, in immediately available and
freely transferable Canadian Dollars not later than
3
3:00 p.m. (Toronto time) on any Business Day if such demand is made prior to
10:00 a.m. (Toronto time) on the same day. If such demand is made after
10:00 a.m. on any Business day, such amount shall be payable by the
Purchasers on the next Business Day. For purposes hereof, the term "BUSINESS
DAY" shall mean any day other than a Saturday, Sunday or other day on which
banks in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ are authorized or
required to close.
3. PAYMENTS ON ACCOUNT; RETURNS; FAILURE TO PAY. The Bank may, but
shall not be obligated to, transfer funds to the Purchasers which may be due
from the Company on the date so due prior to receipt from the Company. If
any portion of such funds are not then received from the Company, each
Purchaser shall, on demand by the Bank, repay to the Bank its share of the
amount not received by the Bank with interest thereon at the "Canadian
Overnight Rate" (as defined below). Each Purchaser shall also repay to the
Bank any sums paid to the Bank by the Company and distributed by the Bank to
the Purchasers which the Bank shall be required to return to the Company or
to any receiver, trustee, or custodian for the Company, along with interest
thereon at the rate, if any, the Bank is required to pay in returning such
sums. The obligations of the Purchasers to purchase such participations
shall be several and not joint and the failure of any one or more Purchasers
to honor their obligations to purchase shall not impair the obligations of
the remaining Purchasers to so purchase. If a Purchaser fails or refuses to
make any such payment or fails or refuses to pay its Participation Percentage
of any Accommodation to the Bank directly or through offset by the Bank
against funds of such Purchaser on deposit in such Purchaser's account or
accounts at the Bank (against which the Bank is hereby specifically
authorized to offset for such purposes), then, in addition to any rights or
remedies otherwise available to the Bank, the Bank shall be entitled to fund
such Purchaser's portion of such payment and offset all such amounts against
all payments owed by the Bank to such Purchaser under Paragraph 1 hereof.
Any such amount paid by the Bank on behalf of a Purchaser shall be payable to
the Bank on demand and shall bear interest for each day from the date of such
payment until it is repaid by such Purchaser at the Canadian Overnight Rate.
The foregoing remedies are in addition to and not exclusive of any other
rights or remedies which may be available to the Bank. The Bank's election
to so fund the participation of a Purchaser shall not constitute a waiver of
any of such rights or remedies, and such Purchaser shall nonetheless remain
liable for, and hereby agrees to pay to the Bank, any losses, costs or
expenses incurred by the Bank in respect of the funding, ownership or
carrying of such participation. "CANADIAN OVERNIGHT RATE" means, as of any
time, the most recent "BANK RATE" as then determined by the Bank of Canada.
4. SHARING OF LIABILITIES AND EXPENSES. Each Purchaser shall pay to the
Bank from time to time and upon the Bank's demand therefor its Participation
Percentage of all liabilities, losses (including losses due to events of the
type which are the subject of the increased cost, funding indemnity and Tax
protections provided in Article 10 of the Canadian Credit Agreement), out of
pocket costs and reasonable expenses (including reasonable outside attorneys'
fees and reasonably allocated fees of in-house counsel) suffered or incurred by
the Bank in administering and collecting the Accommodations or which otherwise
arise in connection therewith or in connection with preserving any collateral
security therefor, except for such thereof as may be caused by the gross
negligence or willful misconduct of the Bank
4
and except to the extent that the Bank has theretofore been reimbursed for
same by or on behalf of the Company. Each Purchaser shall be entitled to its
Participation Percentage of any such amounts recovered by the Bank from the
Company after it has paid its Participation Percentage thereof. Each
Purchaser's obligations under this Paragraph shall be independent of whether
or not such Purchaser was required to pay for its participation in accordance
with Paragraph 2 hereof.
5. INFORMATION; NO RECOURSE OR WARRANTY; RESPONSIBILITIES. Each
Purchaser acknowledges receipt of copies of each of the documents listed on
Exhibit A hereto (the "LOAN DOCUMENTS"), which constitute all documents that
any Purchaser has requested and that each Purchaser considers necessary in
deciding to enter into this Agreement and participate in the Accommodations
as provided herein. The Bank represents that it has provided the Purchasers
with true, correct and complete copies of such Loan Documents as received by
the Bank from the Borrower under the Canadian Credit Agreement. It is
understood and agreed that neither the Bank nor the Agent makes any express
or implied representations or warranties of any kind or character with
respect to the genuineness, validity, effectiveness, enforceability, value,
priority, perfection or collectibility of the Accommodations, any collateral
security therefor or for the Loan Documents, nor with respect to the
solvency, financial condition or financial statements of the Company, or with
respect to any other matter that may affect (or affect a Purchaser's
assessment of) the Company's creditworthiness or the value of any collateral
security for any Accommodations, and by its acceptance hereof each Purchaser
agrees that the Bank and the Agent each shall be free of liability on account
of any Purchaser's participation described herein with respect to anything
the Bank may do or refrain from doing in good faith and in the exercise of
its judgment; PROVIDED, HOWEVER, that the Bank agrees to account to
Purchasers as herein set forth for the share from time to time applicable to
Purchasers' participation hereunder in Collections described in Paragraph 1
hereof. In administering the Accommodations and the Loan Documents, the Bank
shall not be bound to ascertain or inquire as to the performance of any of
the terms, provisions or conditions of any thereof on the part of the Company
or any other person, shall be entitled to rely upon any statement or notice,
however sent, believed by it to be genuine and correct and believed by it to
be sent by the proper person, may consult with counsel and shall be fully
protected in any action taken or omitted to be taken by it in accordance with
the advice or opinion of such counsel, may employ agents or attorneys-in-fact
and shall not be liable for the default or misconduct of any such person
selected by it with reasonable care, and shall not be responsible for the
performance of the payment or other obligations of the Company or the value
of any collateral securing the same. Except as expressly provided herein,
the Bank does not assume any duties or responsibilities.
6. COMPANY INFORMATION; INDEPENDENT CREDIT ANALYSIS. The Bank shall
provide the Agent with (and the Agent shall promptly distribute to the
Purchasers) copies of any information in the Bank's possession which was
received pursuant to the terms of the Canadian Credit Agreement and, to the
extent not otherwise available to the Purchasers, the Bank shall use its best
efforts to provide the Agent (and the Agent shall promptly distribute to the
Purchasers), following any Purchaser's written request therefor, such factual
information that a Purchaser specifically requests then in the Bank's possession
and bearing on the status of the
5
Accommodations or the Company's financial condition; PROVIDED, HOWEVER, that
the Bank shall not be required to provide any Purchaser with any information
in violation of any law or any contractual restriction on the disclosure
thereof. Each Purchaser acknowledges, agrees and represents that it has
conducted and shall continue to conduct its own independent credit analysis
of the Company to satisfy itself that its participation hereunder is an
extension of credit which it would make directly to the Company and that its
participation is not and will not be based upon any analysis issued by the
Bank but rather is and will continue to be based upon its independent
investigation. Each Purchaser represents and warrants to the Bank that
Purchaser is purchasing the participation hereunder for its own account in
the ordinary course of its business and not with a view to or in connection
with any subdivision, resale or distribution thereof, and that it is engaged
in the business of entering into transactions of the nature contemplated
herein and in the Domestic Credit Agreement and the Canadian Credit Agreement.
7. OTHER FINANCINGS. No Purchaser shall have any interest, by virtue
of this Agreement and Purchaser's rights hereunder or otherwise, in any
present or future loans from, or other extensions of credit or financing
transactions by, the Bank to, on behalf of, or with the Company or any
guarantees or collateral therefor, or any property now or hereafter in the
possession or control of the Bank which may be or become security for the
obligations of the Company arising under any Loan Document by reason of the
general description of indebtedness secured or otherwise; PROVIDED, HOWEVER,
that if payments in respect of any guarantees or the proceeds of any such
collateral shall be applied to any of the obligations of the Company
described in subparts (a) - (c) of Paragraph 1 hereof, then Purchaser shall
be entitled to share in such application as set forth in Paragraph 1 hereof;
AND FURTHER PROVIDED, HOWEVER, that payments in respect of the guaranty taken
from the Parent as contemplated by the Canadian Credit Agreement shall be
applied first to obligations of the Company under the Canadian Credit
Agreement before application to any other obligations owed to the Bank.
8. AMENDMENTS, WAIVERS, ETC. The Bank shall not, without the consent
of Purchasers holding at least 66-2/3% of the aggregate Participation
Percentages (the "REQUIRED LENDERS"), execute or deliver any amendments,
modifications or waivers of any of the provisions of the Loan Documents;
PROVIDED, HOWEVER, that the Bank will not without the prior written consent
of all Purchasers (a) increase the Commitment of the Bank under the Canadian
Credit Agreement, (b) forgive or reduce the amount of, or postpone any fixed
date for payment of, any principal of or interest on any Accommodation or any
fee payable under the Canadian Credit Agreement, (c) reduce the stated rate
at which interest or any fee under the Canadian Credit Agreement is
calculated, or (d) amend any section of this Participation Agreement.
Subject to the foregoing restrictions and the provisions hereinafter set
forth, the administration of the Canadian Credit Agreement and the
Accommodations thereunder shall be within the discretion of the Bank.
9. DEFAULTS. The Bank will give the Agent written notice of all
defaults under the Canadian Credit Agreement actually known to an officer of
the Bank active in the administration of the Canadian Credit Agreement. The
Bank shall consult with the Purchasers regarding what actions (if any) should
be pursued with respect to such default and keep the
6
Purchasers advised of major actions to be taken. The Bank shall take, and
refrain from taking, such action with respect to the default (such as, for
example, exercising the Bank's rights to cease extending Accommodations and
accelerating repayment of Accommodations) as the Required Lenders shall
direct; PROVIDED, HOWEVER, that:
(i) unless and until the Required Lenders have directed the Bank to
take action or to refrain from taking action, the Bank shall be free to
take or refrain from taking such action as it deems prudent and advisable
and in the best interests of all Purchasers; and
(ii) nothing herein contained shall require the Bank to take any
action which it reasonably believes may subject it to any liability unless
it is indemnified to its reasonable satisfaction by the Purchasers.
10. ASSIGNMENT. (a) Concurrent with the assignment of its interests
in the Domestic Credit Agreement, each Purchaser may, from time to time upon
at least five Business Days' notice to the Bank, assign to other commercial
lenders part of its rights and obligations under this Agreement (including
without limitation the participation then owned by such assigning Purchaser
in the Accommodations made and to be made under the Canadian Credit
Agreement) pursuant to a written agreement in the form of Exhibit B hereto
(each, an "ASSIGNMENT AGREEMENT") executed by such assigning Purchaser, such
assignee participant or participants and the Bank, which agreements shall
specify in each instance the Participation Percentage of such assigning
Purchaser's participation which is to be assigned to and assumed by each such
assignee participant; PROVIDED, HOWEVER, that (i) each such assignment shall
be of a constant, and not a varying, Participation Percentage of the
assigning Purchaser's rights and obligations under this Agreement; (ii) the
Bank and the Agent must each consent, which consent shall not be unreasonably
withheld, to each such assignment to a party which was not an original
signatory of this Agreement; and (iii) the assigning Purchaser must pay to
the Bank a processing fee of U.S. $3,000 and any reasonable attorney's fees
(including reasonably allocated costs of in-house counsel) incurred by the
Bank in connection with such Assignment Agreement. Upon the execution of each
Assignment Agreement by the assigning Purchaser thereunder, the assignee
participant thereunder and the Bank and payment to such assigning Purchaser
by such assignee participant of the purchase price for the portion of the
participation being acquired by it, (i) such assignee participant shall
thereupon become a "PURCHASER" for all purposes of this Agreement with a
Participation Percentage in the amount set forth in such Assignment Agreement
and with all the rights, powers and obligations afforded a Purchaser
hereunder, (ii) such assigning Purchaser shall have no further liability for
funding the portion of its participation assumed by such assignee Purchaser
and (iii) the address for notices to such assignee Purchaser shall be as
specified in the Assignment Agreement executed by it.
(b) Upon the Bank's receipt of payment from the Purchasers, whether as
payment for their participations hereunder or otherwise, in an amount
sufficient to repay all Accommodations and other obligations owing to the
Bank under the Canadian Credit Agreement and the Purchasers' assumption of
the Bank's obligation to extend credit under the Canadian Credit Agreement,
the Bank shall, if the Agent so directs, assign the
7
Accommodations and the Bank's rights under the Canadian Credit Agreement to
the Purchasers or the Agent, as the Agent shall direct, in each case without
representation, recourse or warranty (except as to the Bank's ownership of
such rights, its rights to assign them and the amount of credit outstanding
under the Canadian Credit Agreement).
(c) The Bank shall not grant participations in, or otherwise assign,
any of its rights and obligations under the Canadian Credit Agreement without
the prior written consent of the Agent.
11. WAIVERS. No delay or omission by any party to exercise any right
under this Agreement shall impair any such right, nor shall it be construed
to be a waiver thereof. No waiver of any single breach or default under this
Agreement shall be deemed a waiver of any other breach or default.
12. NOTICES. Whenever this Agreement requires or permits any consent,
approval, notice, request, or demand from one party to another, the consent,
approval, notice, request, or demand must be in writing and shall be deemed
effective when delivered, if sent by courier or by registered or certified
mail, or when receipt is confirmed, if sent by telecopy, in each case at the
address or telecopy number set forth below the relevant party's signature
hereto or at such other address or telecopy number as may be notified by such
party to the other party.
13. ILLEGALITY; CONSTRUCTION; GOVERNING LAW. The illegality or
unenforceability of any provision of this Agreement shall not in any way
affect or impair the legality or enforceability of the remaining provisions
of this Agreement. Paragraph headings used in this Agreement are for
convenience of reference only and shall not affect the construction of this
Agreement. The laws of the Province of Ontario in Canada shall govern the
rights and duties of the parties hereto and the interpretation hereof.
14. MISCELLANEOUS. This Agreement (a) may be amended, and any
provision hereof may be waived, only by an instrument in writing executed by
each of the Bank and each Purchaser; PROVIDED, HOWEVER, that any instrument
amending or waiving the Participation Fee shall also require the signatures
of the Parent and the Company, and (b) may be executed in a number of
identical counterparts, each of which shall be deemed an original for all
purposes and all of which shall constitute, collectively, one Agreement.
15. CONFLICT. This Agreement embodies the entire agreement between the
parties, supersedes all prior agreements and understandings between the
parties, if any, relating to the subject matter hereof, and notwithstanding
any conflict or inconsistency with the Domestic Credit Agreement or any other
instrument or document related hereto in each case to which the Bank is not a
party, shall govern the rights and obligations of the parties hereto.
The remainder of this page remains intentionally blank.
8
If the foregoing correctly reflects your understanding with the Bank,
please so signify by executing this Agreement in the space provided below.
Dated as of July 30, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:
Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
9
AGREED TO AND ACCEPTED THIS 30th
DAY OF JULY, 1999:
Participation
Percentage: 50% THE FIRST NATIONAL BANK OF CHICAGO
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Account Number for payments: DCS
Clearing Account 247-165
A.B.A. Transit Number: ▇▇▇▇▇▇▇▇▇
10
AGREED TO AND ACCEPTED THIS 30th
DAY OF JULY, 1999:
Participation
Percentage: 50% FLEET BUSINESS CREDIT CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇
Account Number for payments:
9370015059
Ref: Fleet Business Credit
Corporation
A.B.A. Transit Number: ▇▇▇▇▇▇▇▇▇
11
AGREED TO AND ACCEPTED THIS 30th
DAY OF JULY, 1999:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ CORPORATION
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President Finance
Address: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
ACKNOWLEDGED AND CONSENTED TO THIS
30th DAY OF JULY, 1999:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (CANADA) CORPORATION
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President Finance
Address: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
12
