JOINDER TO LOAN DOCUMENTS
AND AMENDMENT TO LOAN DOCUMENTS
(Precision Window Mfg., Inc.)
THIS JOINDER TO LOAN DOCUMENTS AND AMENDMENT TO LOAN DOCUMENTS (the
"Joinder Agreement") is made and entered into as of January 5, 1999, by and
among [i] THERMOVIEW INDUSTRIES, INC., a Delaware corporation ("ThermoView"),
[ii] AMERICAN HOME DEVELOPERS CO., INC., a California corporation ("American
Home"), [iii] FIVE STAR BUILDERS, INC., a California corporation, successor
in interest to American Home Remodeling, a California corporation ("Five
Star"), [iv] KEY HOME CREDIT, INC., a Delaware corporation ("Key Home"), [v]
KEY HOME MORTGAGE, INC., a Delaware corporation ("Key Home Mortgage"), [vi]
XXXXXXXX SIDING AND WINDOW, INC., a North Dakota business corporation
("Xxxxxxxx Siding"), [vii] PRIMAX WINDOW CO., a Kentucky corporation
("Primax"), [viii] ROLOX, INC., a Kansas corporation ("Rolox"), [ix] TD
WINDOWS, INC., a Kentucky corporation ("TD Windows"), [x] THERMAL LINE
WINDOWS, INC., a North Dakota business corporation, successor in interest to
Thermal Line Windows, L.L.P., a Minnesota limited liability partnership,
Blizzard Enterprises, Inc., a Minnesota corporation, and Ice, Inc., a North
Dakota business corporation ("Thermal Line"), [xi] THERMOVIEW OF MISSOURI,
INC., a Missouri corporation ("ThermoView-Missouri"), [xii] THERMO-TILT
WINDOW COMPANY, a Delaware corporation ("Thermo-Tilt"), [xiii] XXXXXX
CONSTRUCTION, INC., a Missouri corporation ("Xxxxxx") (ThermoView, American
Home, Five Star, Key Home, Key Home Mortgage, Xxxxxxxx Siding, Primax, Rolox,
TD Windows, Thermal Line, ThermoView-Missouri, Thermo-Tilt and Xxxxxx
individually are referred to in this Joinder Agreement as an "Original
Borrower" and collectively are referred to in this Joinder Agreement as the
"Original Borrowers"), [xiv] PRECISION WINDOW MFG., INC., a Missouri
corporation ("Precision" or the "Precision Acquired Entity") and [xv] PNC
BANK, NATIONAL ASSOCIATION, a national banking association (the "Bank").
RECITALS:
A. The Original Borrowers and the Bank are parties to a certain
Loan Agreement, dated as of August 31, 1998, as amended by that certain
Joinder to Loan Documents and Amendment to Loan Documents (Xxxxxx
Construction Inc.) (as so amended, the "Loan Agreement") (certain capitalized
terms used in this Joinder Agreement have the meanings set forth for them in
the Loan Agreement unless expressly otherwise defined herein), pursuant to
which, among other things, the Bank established a $15,000,000.00 Committed
Line of Credit in favor of the Original Borrowers.
B. As a condition of including the EBITDA of any Acquired Entity
in the calculation of the Commitment Limit, the Original Borrowers agreed to
cause each such Acquired Entity to join in the Loan Agreement, the Note, the
Security Agreement and the other Loan Documents promptly upon being acquired
by any of the Original Borrowers.
C. The Original Borrowers have acquired or will soon acquire
Precision (referred to in this Joinder Agreement as the "Precision
Acquisition").
D. After the Precision Acquisition, the Originals Borrowers
desire to have the EBITDA of Precision used in the calculation of the
Commitment Limit.
E. The Bank has agreed to allow the EBITDA of Precision to be
used in the calculation of the Commitment Limit provided Precision and the
Original Borrowers enter into this Joinder Agreement, and subject to the
other provisions of the Loan Documents, Precision has agreed to join in the
Loan Agreement, the Note, the Security Agreement, and Original Borrowers and
the Bank have agreed to modify the Loan Agreement and the other Loan
Documents as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth in this Joinder Agreement and for other
good and valuable consideration, the mutuality, receipt and sufficiency of
which are hereby acknowledged, the Original Borrowers, Precision and the Bank
hereby agree as follows:
ARTICLE 1
JOINDER TO LOAN AGREEMENT
Subject to delivery to the Bank of each of the "Joinder Agreement
Documents" more particularly described in Article 6 of this Joinder Agreement:
1.1 Precision is hereby joined as a Borrower to the Loan Agreement.
1.2 Precision covenants and agrees to comply with:
A. All of the covenants contained in the "Affirmative Covenants"
Section of the Loan Agreement from the date of execution of this Joinder
Agreement until all Obligations have been fully paid and any commitments of
the Bank to the Borrowers have been terminated;
B. All of the covenants contained in the "Negative Covenants"
Section of the Loan Agreement from the date of execution of this Joinder
Agreement until all Obligations have been fully paid and any commitments of
the Bank to the Borrowers have been terminated; and
C. All of the other terms, conditions, covenants, agreements and
obligations of each Borrower to be performed under and pursuant to the Loan
Agreement.
1.3 Precision makes, as of the date of this Joinder Agreement, all of
the representations and warranties contained in the "Representations and
Warranties" Section of the Loan Agreement,
2
which shall be continuing in nature and remain in full force and effect until
the Obligations are paid in full, and which shall be true and correct.
1.4 Precision acknowledges its receipt of a complete copy of the Loan
Agreement and each and every other presently existing Loan Document referred
to or referenced in the Loan Agreement.
1.5 The Loan Agreement is hereby amended by substituting the CAPITAL
STRUCTURE SCHEDULE which is attached to and made a part of this Joinder
Agreement for the CAPITAL STRUCTURE SCHEDULE originally attached to and made
a part of the Loan Agreement.
1.6 The Loan Agreement is hereby amended by substituting the
ENCUMBRANCES SCHEDULE which is attached to and made a part of this Joinder
Agreement for the ENCUMBRANCES SCHEDULE originally attached to and made a
part of the Loan Agreement.
ARTICLE 2
JOINDER TO NOTE
Subject to delivery to the Bank of each of the "Joinder Agreement
Documents" more particularly described in Article 6 of this Joinder Agreement:
2.1 Precision is hereby joined as a Borrower to the Note and jointly
and severally promises and agrees to pay the indebtedness evidenced thereby
in accordance with the provisions thereof.
2.2 Without limitation of Section 2.1 above, Precision promises and
agrees to pay to the order of the Bank, the aggregate principal sum of
Fifteen Million and No/100 Dollars ($15,000,000.00), or so much thereof as
may be advanced under the Note, together with interest thereon as provided in
the Note, in lawful money of the United States of America, in the manner set
forth in the Note, on or before the Expiration Date as that term is defined
in the Note.
2.3 Precision covenants and agrees to comply with all of the other
terms, conditions, covenants, agreements and obligations of each Borrower to
be performed under and pursuant to the Note.
2.4 Precision acknowledges its receipt of a complete copy of the Note
and each and every other Loan Document referred to or referenced in the Note.
3
ARTICLE 3
JOINDER TO SECURITY AGREEMENT
Subject to delivery to the Bank of each of the "Joinder Agreement
Documents" more particularly described in Article 6 of this Joinder Agreement:
3.1 Precision is hereby joined as a Borrower to the Security Agreement.
3.2 Precision assigns and grants to the Bank, as a secured party, a
continuing lien on and security interest in the Collateral.
3.3 Precision makes, as of the date of this Joinder Agreement, all of
the representations and warranties contained in the "Representations and
Warranties" Section of the Security Agreement, which shall be continuing in
nature and remain in full force and effect until the Obligations are paid in
full, and which shall be true and correct.
3.4 Precision covenants and agrees to comply with:
A. The covenants contained in the "Grantors' Covenants" and the
"Covenants for Accounts" Sections of the Security Agreement from the date of
execution of this Joinder Agreement until all Obligations have been fully
paid and any commitments of the Bank to the Grantors have been terminated;
B. The covenants contained in the "Negative Pledge; No Transfer"
Section of the Security Agreement from the date of execution of this Joinder
Agreement until all Obligations have been fully paid and any commitments of
the Bank to the Grantors have been terminated; and
C. All of the other terms, conditions, covenants, agreements and
obligations of each Borrower to be performed under and pursuant to the
Security Agreement.
3.5 Precision acknowledges its receipt of a complete copy of the
Security Agreement and each and every other Loan Document referred to or
referenced in the Security Agreement.
ARTICLE 4
AMENDMENT TO SECURITY AGREEMENT
Subject to delivery to the Bank of each of the "Joinder Agreement
Documents" more particularly described in Article 6 of this Joinder
Agreement, the Security Agreement is hereby amended by substituting EXHIBIT
"A" TO SECURITY AGREEMENT which is attached to and made a part of
4
this Joinder Agreement for EXHIBIT "A" TO SECURITY AGREEMENT originally
attached to and made a part of the Security Agreement.
ARTICLE 5
AMENDMENT TO PLEDGE AGREEMENT
Subject to delivery to the Bank of each of the "Joinder Agreement
Documents" more particularly described in Article 6 of this Joinder
Agreement, the Pledge Agreement is hereby amended as follows:
5.1 Precision Window Mfg., Inc., a Missouri corporation, is added as a
Borrower in the "Obligations Secured" Section of the Pledge Agreement.
5.2 EXHIBIT "A"TO PLEDGE AGREEMENT, which is attached to and made a
part of this Joinder Agreement, is substituted for EXHIBIT "A" TO PLEDGE
AGREEMENT originally attached to and made a part of the Pledge Agreement.
ARTICLE 6
CONDITIONS PRECEDENT
6.1 The joinder of Precision to each of the Loan Agreement, the Note,
and the Security Agreement and the modifications to the Security Agreement,
the Pledge Agreement and the Loan Agreement described in Articles 1 through 5
of this Joinder Agreement shall become effective on that date (the "Effective
Date") on which each of the following documents (collectively, the "Joinder
Agreement Documents") has been executed by each of the parties to them and
delivered to the Bank and when the Bank determines to its satisfaction that
each other condition set forth below has been fulfilled:
A. This Joinder Agreement, duly executed by each of the Original
Borrowers, Precision, and the Bank;
B. Certified Resolutions of the Board of Directors of Precision
authorizing the execution and delivery by Precision of this Joinder
Agreement;
C. UCC-1 Financing Statements naming Precision as the Debtor and
the Bank as the Secured Party for filing in the St. Louis County, Missouri,
Recorder's Office and in the Office of the Secretary of State of Missouri;
5
D. Landlord Waivers executed by each landlord of Precision;
E. Stock Certificates evidencing ThermoView's ownership of 300
shares of the voting capital stock of Precision and 11,250 of the non-voting
capital stock of Precision;
F. Stock Power executed by ThermoView;
G. Opinion of Xxxxxx & Xxxxxxxx, counsel to Precision;
H. Financial Statements of Precision for the last two (2) fiscal
years of Precision;
I. Financial Statements for Precision for and through the period
ending September 30, 1998;
J. A completed ThermoView Industries, Inc. Draw Test certificate,
in the form attached to this Joinder Agreement as the DRAW TEST CERTIFICATE
EXHIBIT, dated as of the date of this Joinder Agreement; and
K. The completion of the Precision Acquisition.
ARTICLE 7
OTHER STIPULATIONS
7.1 Upon the Effective Date, the provisions of Articles 1 through 5 of
this Joinder Agreement shall become effective and modify or supersede and
replace the applicable provisions of the Loan Agreement and the other Loan
Documents recited as being modified by them and Precision shall be joined as
a party to the Loan Agreement, the Note, and the Security Agreement. From
and after the Effective Date each reference to the "Loan Agreement" and the
"Loan Documents" or words of like import shall mean and be deemed a reference
to, as applicable, the Loan Agreement and Loan Documents as modified by this
Joinder Agreement but, except as modified by this Joinder Agreement and the
other Joinder Agreement Documents, the Loan Agreement and the other Loan
Documents shall remain in full force and effect in the same form as existed
immediately prior to the Effective Date.
7.2 If each of the Joinder Agreement Documents has not been fully
executed and delivered to the Bank on or before January _____, 1999, this
Joinder Agreement shall be voidable at any time prior to the delivery of each
of such Joinder Agreement Document upon notice given by any Borrower to the
Bank.
7.3 This Joinder Agreement and the other Joinder Agreement Documents
contain the final, complete and exclusive agreement of the parties to them
with regard to their subject matter,
6
may not be amended except in writing signed by each of the parties to them,
shall be binding upon and inure to the benefit of the respective successors
and assigns of each of the parties to them (subject to applicable provisions
of, as applicable, the Loan Agreement and the Loan Documents), and shall be
construed in accordance with and otherwise governed in all respects by the
laws of the Commonwealth of Kentucky. This Joinder Agreement may be executed
in counterparts, and all counterparts collectively shall constitute but one
original document. Each of the Original Borrowers and Precision hereby
agrees to reimburse the Bank for all costs and expenses incurred by the Bank
in connection with the preparation, negotiation, documentation, execution and
delivery of this Joinder Agreement and the other Joinder Agreement Documents,
including but not limited to the reasonable fees of legal counsel to Bank.
7.4 Each of the Original Borrowers join in this Joinder Agreement for
the purpose of consenting to the provisions of the foregoing Joinder
Agreement, and each of the Original Borrowers confirm and agree that its and
their respective obligations under, as applicable, the Note and the other
Loan documents shall be unimpaired by this Joinder Agreement and that no
Original Borrower has any defenses or set offs against the Bank, or its
respective officers, directors, employees, agents or attorneys with respect
to, as applicable, the Note or the other Loan Documents and that all of the
terms, conditions and covenants in the Loan Documents remain unaltered and in
full force and effect and are hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Joinder
Agreement to be duly executed as of the day and year first above written.
"ORIGINAL BORROWERS"
THERMOVIEW INDUSTRIES, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxx, President
AMERICAN HOME DEVELOPERS CO., INC.,
a California corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxx, President
7
FIVE STAR BUILDERS, INC., a California
corporation, successor in interest to American
Home Remodeling, a California corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxx, President
KEY HOME CREDIT, INC., a Delaware corporation
By: /s/ Leigh Xxx Xxxxxx
-------------------------------------------
Leigh Xxx Xxxxxx, President
KEY HOME MORTGAGE, INC., a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxx, President
XXXXXXXX SIDING AND WINDOW, INC., a
North Dakota business corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxx, President
PRIMAX WINDOW CO., a Kentucky corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxx, President
8
ROLOX, INC. a Kansas corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxx, President
TD WINDOWS, INC. a Kentucky corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxx, President
THERMAL LINE WINDOWS, INC. a
North Dakota business corporation, successor in
interest to Thermal Line Windows, L.L.P., a
Minnesota limited liability partnership, Blizzard
Enterprises, Inc., a Minnesota corporation, and
Ice., Inc., a North Dakota business corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxx, President
THERMOVIEW OF MISSOURI, INC., a Missouri
corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxx, President
THERMO-TILT WINDOW COMPANY, a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxx, President
9
XXXXXX CONSTRUCTION, INC., a Missouri
corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxx, President
"PRECISION"
PRECISION WINDOW MFG., INC., a Missouri
corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
"BANK"
PNC BANK, NATIONAL ASSOCIATION, a national
banking association
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxxx, Vice President
ATTACHMENTS:
- EXHIBIT A TO SECURITY AGREEMENT
- EXHIBIT A TO PLEDGE AGREEMENT
- CAPITAL STRUCTURE SCHEDULE
- DRAW TEST CERTIFICATE EXHIBIT
- ENCUMBRANCES SCHEDULE
10
EXHIBIT "A"
TO SECURITY AGREEMENT
Address of each Grantor's chief executive office, including the County, for
each Grantor named in A through N) below is 0000 Xxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxxx Xxxxxx, Xxxxxxxx 00000.
1. ThermoView
2. American Home
3. Five Star
4. Key Home
5. Key Home Mortgage
6. Xxxxxxxx Siding
7. Primax
8. Rolox
9. TD Windows
10. Thermal Line
11. ThermoView-Missouri
12. Thermo-Tilt
13. Xxxxxx
14. Precision
11
Address for books and records, if different:
15. ThermoView
16. American Home
00000 Xxxxxxx Xxxx., Xxxxxx 000 xxx 000
Xxxxxxxx Xxxxx, XX 00000
17. Five Star
0000 Xxxxxx Xxxxx Xx
Xxxxx 000
Xxx Xxxxx, XX 00000
18. Key Home
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
19. Key Home Mortgage
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
20. Xxxxxxxx Siding
0000 Xxxx Xxxx Xxxxx
X.X. Xxx 000
Xxxxxx, XX 00000
21. Primax
0000 Xxxx Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
22. Rolox
0000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
23. TD Windows
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
24. Thermal Line
0000 00xx Xxxxxx X.X.
Xxx 000
Xxxxxx, XX 00000
12
25. ThermoView-Missouri
0000 Xxxxxxx
Xx. Xxxxx, XX 00000
26. Thermo-Tilt
0000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
27. Xxxxxx
00000 Xxxxxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxx 00000
28. Precision
0000 Xxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
13
Addresses of other Collateral locations, including Counties and name and
address of landlord or owner if location is not owned by the applicable
Grantor:
A. ThermoView
29. American Home
30. Five Star
31. Key Home
32. Key Home Mortgage
33. Xxxxxxxx Siding
34. Primax
35. Rolox
36. TD Windows
37. Thermal Line
38. ThermoView-Missouri
39. Thermo-Tilt
40. Xxxxxx
41. Precision
[See attached schedule.]
14
Other names or tradenames now or formerly used by the Grantors:
A ThermoView
42. American Home
43. Five Star
[DBA Pacific Exteriors]
44. Key Home
45. Key Home Mortgage
46. Xxxxxxxx Siding
[Xxxxxxxx Construction and Steel Siding]
47. Primax
48. Rolox
[Rolox at Kansas City, MO and Rolox at Wichita]
49. TD Windows
[Allhom Eagle Windows and Doors, Inc.]
50. Thermal Line
51. ThermoView-Missouri
[NuView Industries, Inc.]
52. Thermo-Tilt
53. Xxxxxx
54. Precision
15
EXHIBIT A
TO
PLEDGE AGREEMENT
QUANTITY DESCRIPTION OF SECURITIES CERTIFICATE NUMBER(S)
-------- ------------------------- ---------------------
100 Shares of the common stock 2
of American Home
100 Shares of the common stock 2
of Five Star
1,000 Shares of the voting common stock 1
of Thermal Line
100 Shares of the common stock 2
of Key Home
100 Shares of the common stock 2
of Key Home Mortgage
24,408 Shares of the common stock 2
of Xxxxxxxx Siding
100 Shares of the common stock 2
of Primax
100 Shares of the common stock 2
of Rolox
100 Shares of the common stock 1
of TD Windows
100 Shares of the common stock 1
of ThermoView-Missouri
100 Shares of the common stock ____
of Thermo-Tilt
16,875 Shares of the common stock 11
of Xxxxxx
16
QUANTITY DESCRIPTION OF SECURITIES CERTIFICATE NUMBER(S)
-------- ------------------------- ---------------------
300 Shares of the voting common
stock of Precision 7
11,250 Shares of the non-voting
common stock of Precision 11
17
CAPITAL STRUCTURE SCHEDULE
TO
AGREEMENT
ThermoView Industries, Inc.
COMPANY AUTHORIZED SHARES ISSUED AND OUTSTANDING
------- ----------------- ----------------------
ThermoView - Common 100,000,000 _____________
ThermoView - Preferred 50,000,000 3,380,000**
American Home 1,000 100
Five Star 1,000 100
Key Home 10,000 1,000
Xxxxxxxx Siding 25,000 24,408
Primax 1,000 100
Rolox 1,000 100
TD Windows 1,000 100
Thermal Line 2,500 voting common 1,000
47,500 non-voting common 0
Thermo-Tilt 20,000,000 100*
ThermoView-Missouri 1,000 100
Key Home Mortgage 10,000 1,000
Xxxxxx Construction, Inc. 30,000 16,875
Precision Window Mfg., Inc. 15,000 voting common 300
15,000 non-voting common 11,250
* 5,381,475 shares were canceled for the 100 shares of Thermo-Tilt
** 2,980,000 shares of Series A Preferred Stock and 400,000 shares of Series B
Preferred Stock
18
DRAW TEST CERTIFICATE EXHIBIT
TO
JOINDER AGREEMENT
(Attach Form of Draw Test Certificate)
19
ENCUMBRANCES SCHEDULE
TO
AGREEMENT
(Describe additional Liens and Encumbrances)
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SCHEDULE OF PERMITTED ENCUMBRANCES
FILE DATE FILE NO. TYPE ADDITIONAL INFORMATION COMMENTS
AMERICAN HOME REMODELING
04/19/95 9511460165 UCC-1 Copelco Capital, Inc. Lease: ETS 4-station
telemarketing system
07/31/95 9521460825 UCC-1 Milguard PMSI:
Manufacturing, Inc. Inventory-aluminum
windows and doors
06/30/97 9718360563 UCC-1 Green Tree Vendor LEASE: Predictive
Services Corporation dialing hardware
FIVE STAR BUILDERS, INC.
01/08/96 0000000000 UCC-1 Copelco Capital, Inc. LEASE: Notice
marketing hardware
10/18/96 9629660662 UCC-1 Copelco Capital, Inc. LEASE: Notice
marketing hardware
03/03/97 9706660394 UCC-1 Sun Data, Inc. LEASE: Notice
marketing hardware
04/11/97 97105C0221 Assig Norwest Equipment Assignment at
Finance, Inc. 03/03/97 #9706660394
03/13/97 9707760731 UCC-1 Matsushita Electric Telephone equipment
Corporation of America
08/03/98 9821860024 UCC-1 Matsushita Electric Telephone Equipment
Corporation
PRIMAX WINDOW CO.
11/25/97 973170560564 TLS Bank One 1998 Ford Windstar
04/24/98 972810560378 TLS Bank One 1997 Ford cargo van
-------------------------------------------------------------------------------
20
-------------------------------------------------------------------------------
SCHEDULE OF PERMITTED ENCUMBRANCES
FILE DATE FILE NO. TYPE ADDITIONAL INFORMATION COMMENTS
09/10/98 49863 TLS Ford Motor Credit 1990 Ford F-250
AMERICAN HOME REMODELING D/B/A PACIFIC EXTERIORS, INC.
03/21/94 94055064 UCC-1 Eberhard Equipment Heavy
equipment-tractor
06/06/94 94112915 UCC-1 Ford Motor Credit Heavy
Company equipment-tractor
10/27/94 9432260059 UCC-1 Ford Motor Credit Heavy
Company equipment-tractor
10/27/94 9432260338 UCC-1 Associates Commercial Xxxxxx Xxxxxxxx skip
Corp. loader
10/23/95 9529760567 UCC-1 Ford New Holland Ford heavy
Credit Company equipment-tractor,
loader, hydraulic
scraper
TD WINDOWS (ALLHOM EAGLE WINDOWS & DOORS, INC.)
09/01/98 9807781 TLS Chelsea Building Equipment
Products, Inc.
06/17/97 T734237 TLS Huntington Acceptance 1997 Chevy 1500
THERMAL LINE WINDOWS, L.L.P.
03/14/96 1832278 UCC-1 Norwest Bank North Equipment
Dakota, NA
01/12/98 98-000741420 UCC-1 Norwest Equipment LEASE: Complast
Finance Manuf. Equipment
THERMO-TILT WINDOW COMPANY
08/05/96 979393 UCC-1 Ford Motor Credit TLS: 1997 F-150 truck
Company
06/02/97 989114 UCC-1 Ford Motor Credit TLS: 1997 F-150 truck
Company
09/26/97 993247 UCC-1 National City Bank TLS: 1992 Ford pickup
-------------------------------------------------------------------------------
21
-------------------------------------------------------------------------------
SCHEDULE OF PERMITTED ENCUMBRANCES
FILE DATE FILE NO. TYPE ADDITIONAL INFORMATION COMMENTS
09/26/97 993248 UCC-1 National City Bank TLS: 1990 Chevy van
11/07/97 994777 UCC-1 The Owensboro TLS: 1994 Chevy S-10
National Bank truck
01/09/98 996591 UCC-1 Lincolnland Bank TLS: 1998 Dodge Ram
truck
01/09/98 996592 UCC-1 Lincolnland Bank TLS: 1998 Dodge Ram
truck
01/09/98 996593 UCC-1 Lincolnland Bank TLS: 1998 Dodge Ram
truck
01/27/98 997130 UCC-1 Lincolnland Bank TLS: 1998 Dodge Ram
truck
01/27/98 997131 UCC-1 Lincolnland Bank TLS: 1998 Dodge Ram
truck
01/27/98 997132 UCC-1 Lincolnland Bank TLS: 1998 Dodge Ram
truck
02/23/98 997955 UCC-1 Lincolnland Bank TLS: 1998 Dodge Ram
truck
THERMOVIEW INDUSTRIES, INC.
06/21/98 98-06463 UCC-1 LCDA, Inc. Telephone equipment
XXXXXX CONSTRUCTION, INC.
12/22/94 015682 UCC-1 Clarklift of PMSI: Forklift
St. Louis Inc.
08/22/96 10082 UCC-1 Ameritech Credit LEASE: Equipment
Corporation
04/12/97 3996 UCC-3 Ameritech Credit Amendment
Corporation
03/21/97 3494 UCC-1 Ikon Office Solutions LEASE: Equipment
03/24/97 3523 UCC-1 Forklifts of PMSI: Forklift
St. Louis Inc.
-------------------------------------------------------------------------------
22
-------------------------------------------------------------------------------
SCHEDULE OF PERMITTED ENCUMBRANCES
FILE DATE FILE NO. TYPE ADDITIONAL INFORMATION COMMENTS
05/14/97 5795 UCC-1 Ikon Office Solutions LEASE: Equipment
11/05/97 13265 UCC-1 Ikon Office Solutions LEASE: Equipment
12/19/94 2485452 UCC-1 Clarklift of PMSI: Forklift
St. Louis Inc.
08/19/96 2698058 UCC-1 Ameritech Credit LEASE: Equipment
Corporation
03/27/97 2771989 UCC-3 Ameritech Credit Amendment
Corporation
03/21/97 2768931 UCC-1 Ikon Office Solutions LEASE: Equipment
03/21/97 2770518 UCC-1 Forklifts of PMSI: Forklift
St. Louis Inc.
05/12/97 2788911 UCC-1 Ikon Office Solutions LEASE: Equipment
11/03/97 2847843 UCC-1 Ikon Office Solutions LEASE: Equipment
07/16/92 2152423 UCC-1 Household Retail LOC: No
Services, Inc. outstandings; Lien to
be terminated
06/27/97 2804790 UCC-3 Household Retail Continuation
Services, Inc.
PRECISION WINDOW MFG., INC.
04/21/94 2395368 UCC-1 Tremco, Inc. PMSI: Equipment
04/20/94 4767 UCC-1 Tremco, Inc. PMSI: Equipment
-------------------------------------------------------------------------------
LEGEND:
LOC = Line of Credit
TLS = Title Lien Statement
Lease = Equipment Leased - Notice Only
PMSI = Purchase Money Security Interest
23
