SECOND AMENDMENT
to
SECOND AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT
among
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, as "Agent"
and
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
and
THE OTHER LENDERS LISTED ON THE SIGNATURE PAGES HEREOF,
as "Lenders"
and
DT INDUSTRIES, INC.
and
THE OTHER BORROWERS LISTED ON THE SIGNATURE PAGES HEREOF,
as "Borrowers"
This SECOND AMENDMENT to SECOND AMENDED AND RESTATED CREDIT FACILITIES
AGREEMENT (this "Amendment") is entered into as of December 1, 1996, by and
among DT INDUSTRIES, INC. ("DTI"), a Delaware corporation, DETROIT TOOL AND
ENGINEERING COMPANY, a Delaware corporation ("Engineering"), DETROIT TOOL METAL
PRODUCTS CO., a Missouri corporation, ("Metal Products"), SENCORP SYSTEMS, INC.,
a Delaware corporation ("Sencorp"), PHARMA GROUP, INC., a Delaware corporation,
formerly known as ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Corporation ("PGI"), ADVANCED ASSEMBLY
AUTOMATION, INC., an Ohio corporation ("AAA"), DT CANADA INC., a New Brunswick,
Canada corporation ("DT Canada"), ▇▇▇▇▇▇ CANADA INC., a New Brunswick, Canada
corporation ("▇▇▇▇▇▇ Canada"), and MID-WEST AUTOMATION ENTERPRISES, INC.
("Mid-West Enterprises") (DTI, Engineering, Metal Products, Sencorp, PGI, AAA,
DT Canada, ▇▇▇▇▇▇ Canada, and Mid-West Enterprises are referred to herein both
collectively and individually as "Borrower"), THE BOATMEN'S NATIONAL BANK OF ST.
LOUIS ("Boatmen's"), as administrative agent ("Agent"), and the Lenders.
RECITALS:
A. Borrower and Lenders are party to that certain Second Amended and
Restated Credit Facilities Agreement dated as of July 19, 1996, as
amended by that certain Amendment to Second Amended and Restated Credit
Facilities Agreement dated as of September 30, 1996 (the "Original Loan
Agreement").
B. Various Lenders have requested that certain changes be made to the
Original Loan Agreement and Borrower has requested that the Swiftpack
Letter of Credit be replaced with a letter of credit that provides for
certain automatic reductions in its face amount.
C. DTI has issued equity securities and has paid the net proceeds
therefrom to Agent for the Lenders as the Term Loan Equity Prepayment
contemplated in Section 3.7 of the Original Loan Agreement, and (the
Term Loan Commitment amount and the General Acquisition Loan Commitment
amount having been advanced to Borrower by Lenders before the date
hereof) Borrower and Lenders desire to amend the Original Loan
Agreement so as to merge the General Acquisition Loan into the Term
Loan, to terminate the General Acquisition Commitment and to restate
the Post Offering Acquisition Commitment.
AMENDMENT
Therefore, in consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, Borrower and Lenders
hereby amend the Original Loan Agreement as follows:
1. DEFINITIONS. Capitalized terms used and not otherwise defined herein have
the meanings given them in the Loan Agreement. All references to the "Loan
Agreement" in the Original Loan Agreement and in this Amendment shall be deemed
to be references to the Original Loan Agreement as it is amended hereby and as
it may be further amended, restated, extended, renewed, replaced, or otherwise
modified from time to time.
2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become
effective as of January 1, 1997, (the "Amendment Effective Date"), but only if
this Amendment has been executed by Borrower and all of the Lenders and
replacement Revolving Notes, Term Notes, and Post-Offering Acquisition Notes
reflecting this Amendment have been executed and delivered to Lenders by
Borrower.
3. AMENDMENTS TO ORIGINAL LOAN AGREEMENT.
3.1. REVOLVING COMMITMENT. Section 3.1.1 of the Original Loan Agreement
is hereby amended by deleting entirely the sentence beginning with the words
"The `Aggregate Revolving Commitment'" and replacing it with the following
sentence:
"The `Aggregate Revolving Commitment' on any date shall be $80,000,000, or
such lesser or greater Dollar amount to which it may have been changed as
provided herein."
3.2. RESTATEMENT AND ELIMINATION OF CERTAIN COMMITMENT AND PAYMENT
SECTIONS. Sections 3.7, the first 10 sentences of Section 3.8 (with Section 3.8
hereby being renamed
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"▇▇▇▇▇▇▇▇ Letter of Credit"), 6.3.3, and 16.21 of the Original Loan Agreement
are hereby deleted. Exhibit 3 to the Original Loan Agreement is hereby replaced
with Exhibit 3 attached to this Amendment. Sections 3.3, 3.5, 3.6 and 6.2.2 of
the Original Loan Agreement are hereby replaced in their entirety with the
following:
3.3 Term Commitment. Borrower acknowledges that each Lender has
made advances to Borrower in the amount of such Lender's prorata share of
$31,956,348. Each Lender commits to make an additional advance (referred to
herein as the "▇▇▇▇▇▇▇▇ Advance") in such Lender's prorata share of the
amount drawn, if any, on the ▇▇▇▇▇▇▇▇ Letter of Credit. Immediately upon
the payment of a draw on the ▇▇▇▇▇▇▇▇ Letter of Credit by its issuer,
Borrower shall be automatically deemed to have made a request for an
Alternate Base Rate Advance that complies with Section 7.12, and the
proceeds of such advance (when made) shall be promptly applied by Agent to
reimburse the amount of the draw to the issuer of the ▇▇▇▇▇▇▇▇ Letter of
Credit. Borrower and Lenders acknowledge that they expect the ▇▇▇▇▇▇▇▇
Letter of Credit to be fully drawn in a single draft. (The amount of the
advance already made by each Lender together with the amount of the
▇▇▇▇▇▇▇▇ Advance to be made by such Lender is referred to herein as the
"Term Commitment" of such Lender. The aggregate of all such advances is
referred to herein as the "Term Advance". The aggregate amount of the
Lenders' Term Commitments is referred to herein as the "Aggregate Term
Commitment". Each Lenders' Term Commitment, which is its prorata share of
the Aggregate Term Commitment, is listed on Exhibit 3 hereto. The from time
to time outstanding principal amount of the Term Advance is referred to
herein as the "Aggregate Term Loan" and each Lender's prorata share thereof
is referred to herein as a "Term Loan".) The obligation of Borrower to
repay each Lender's prorata share of the Aggregate Term Loan shall be
evidenced by a promissory note payable to the order of such Lender in a
principal amount equal to such Lender's prorata share of the Aggregate Term
Commitment and otherwise in substantially the form attached hereto as
Exhibit 3.2 (individually a "Term Note" and collectively the "Term Notes").
Amounts applied to reduce the Aggregate Term Loan may not be reborrowed.
3.5 Post-Offering Acquisition Loan Commitment. Each Lender commits
to make available a term loan facility to Borrower (its "Post-Offering
Acquisition Loan Commitment") in an amount equal to $58,500,000 (the
"Aggregate Post-Offering Acquisition Loan Commitment") in one or more
advances by Lenders in accordance with their prorata shares of the
Aggregate Post-Offering Acquisition Loan Commitment as listed on Exhibit 3
hereto (each advance by a Lender being referred to herein as a
"Post-Offering Acquisition Advance"). Borrower may request Post-Offering
Acquisition Advances solely for purposes of making Permitted Acquisitions
from time to time during the period commencing on December 1, 1996, and
ending at the close of Administrative Agent's business at the Lending
Office on November 30, 1997 (the "Post-Offering Acquisition Loan
Availability Date"). Except for Post-Offering Acquisition Advances made
within 90 days after the consummation of a Permitted Acquisition for the
purpose of paying the post-closing expenses and fees incurred in connection
with such acquisition, no Post-Offering Acquisition Advance will be made
after the expiration of the Post-Offering Acquisition Loan Availability
Period. (The from time to time outstanding principal amount of all
Post-Offering Acquisition Advances from Lenders is referred to herein as
the "Aggregate Post-Offering Acquisition Loan" and each Lender's prorata
share thereof is referred to herein as a "Post-Offering Acquisition Loan".)
No Post-Offering Acquisition Advance will be made which would result in the
Aggregate Post-Offering Acquisition Loan exceeding the Post-Offering
Acquisition Loan Commitment. The obligation of Borrower to repay each
Lender's prorata share of the Aggregate Post-Offering Acquisition Loan
shall be evidenced by a promissory note payable to the order of such Lender
in a principal amount equal to its prorata share of the Aggregate
Post-Offering Acquisition Loan Commitment and otherwise in the form
attached hereto as Exhibit 3.2 (individually a "Post-Offering Acquisition
Note" and collectively the "Post-Offering Acquisition Notes"). Amounts
applied to reduce the Aggregate Post-Offering Acquisition Loan may not be
reborrowed.
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3.6 Extension of Post-Offering Acquisition Loan Commitment. If at
the end of the Post-Offering Acquisition Loan Availability Period, (i)
there is remaining availability under the Aggregate Post-Offering
Acquisition Loan Commitment and (ii) there is no Existing Default, Borrower
may at its option extend the Post-Offering Acquisition Loan Availability
Period for one additional year by providing written notice of such election
to Administrative Agent within 30 days prior to the original expiration
date of the Post-Offering Acquisition Loan Availability Period.
6.2.2 Principal. Commencing on the first day of January, 1997,
Borrower shall repay the Aggregate Canadian Term Loan, the Aggregate Term
Loan (exclusive of the amount of the ▇▇▇▇▇▇▇▇ Advance), and the amount of
the ▇▇▇▇▇▇▇▇ Advance on the dates and in the amounts set forth in the
following table:
Date Canadian Term Loan Payment on Payment on Total Term
Term Payment ▇▇▇▇▇▇▇▇ Expected Loan
Loan (exclusive Advance as Total Payment
Payment: of Payment Percentage ▇▇▇▇▇▇▇▇ Expected
on ▇▇▇▇▇▇▇▇ thereof: Advance of
Advance): $8,543,652:
------------------ ---------- ------------ ----------- ----------- ----------
January 1, 1997 $1,612,969 $1,612,969
April 1, 1997 $1,612,969 $1,612,969
July 1, 1997 $1,612,969 $1,612,969
October 1, 1997 $1,612,969 5% $427,182 $2,040,151
January 1, 1998 $1,688,726 5% $427,182 $2,115,908
April 1, 1998 $1,688,726 5% $427,182 $2,115,908
July 1, 1998 $1,688,726 5% $427,182 $2,115,908
October 1, 1998 $1,688,726 5% $427,182 $2,115,908
January 1, 1999 $1,764,483 5% $427,182 $2,191,666
April 1, 1999 $1,764,483 5% $427,182 $2,191,666
July 1, 1999 $1,764,483 5% $427,182 $2,191,666
October 1, 1999 $1,764,483 5% $427,182 $2,191,666
January 1, 2000 $1,840,241 5% $427,182 $2,267,423
April 1, 2000 $1,840,241 5% $427,182 $2,267,423
July 1, 2000 $1,840,241 5% $427,182 $2,267,423
October 1, 2000 $1,840,241 5% $427,182 $2,267,423
January 1, 2001 $1,840,241 5% $427,182 $2,267,423
April 1, 2001 $1,840,241 5% $427,182 $2,267,423
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Term Maturity Date Balance Balance 25% Balance Balance
------------------ ---------- ----------- ----------- ----------- ----------
6.3 Scheduled Payments on Post-Offering Acquisition Loan.
6.3.1 Interest. Borrower shall pay interest accrued on each
Alternate Base Rate Loan that is a Post-Offering Acquisition Loan
monthly in arrears, beginning on the first Business Day of the first
full calendar month following the Effective Date, and continuing on
the first Business Day of each calendar month thereafter, and on July
23, 2001. Borrower shall pay interest accrued on each LIBOR Loan that
is a Post-Offering Acquisition Loan at the end of its Interest Period,
and in addition, for each LIBOR Loan with an Interest Period longer
than three months, Borrower shall pay interest on such Loan quarterly
on the first Business Day of each calendar quarter following the first
day of such Interest Period. Borrower shall pay interest accrued on
each Post-Offering Acquisition Loan after July 23, 2001 on demand.
6.3.2 Principal. Borrower shall repay the amount of each Post-
Offering Acquisition Advance of the Aggregate Post-Offering
Acquisition Loan in quarterly installments, commencing on the first
Business Day of the second full calendar quarter beginning after such
Post-Offering Acquisition Advance, and continuing on the first
Business Day of each calendar quarter thereafter, each in an amount
equal to 5% of the amount of such Post-Offering Acquisition Advance,
and a final installment in the amount of the Aggregate Post-Offering
Acquisition Loan (the "Post-Offering Acquisition Balloon Payment") on
July 23, 2001.
3.3. CHANGES TO COMMITMENT FEE SECTION. The first two sentences of
Section 5.2 of the Original Loan Agreement are hereby replaced with the
following:
5.2 Commitment Fee to Lenders. Borrower shall pay to Admin-
istrative Agent for the ratable account of Lenders a "Commitment Fee"
calculated by applying the daily equivalent of the Commitment Fee Rate to
the Unused Aggregate Commitment on each day during the period from the
Effective Date to the Revolver Maturity Date. The "Unused Aggregate
Commitment" on any day shall be an amount equal to (i) the sum of the
amounts of (a) the Aggregate Revolving Commitment and (b) the Aggregate
Post-Offering Acquisition Loan Commitment, minus (ii) the sum of (a) the
amount of the Aggregate Revolving Loan plus (1) the Letter of Credit
Exposure and (2) the Swingline Loan, and (c) the amount of the Aggregate
Post-Offering Acquisition Loan.
3.4. REPLACEMENT OF SWIFTPACK LETTER OF CREDIT. Section 3.10.2 of the
Original Loan Agreement is hereby replaced in its entirety with the following:
3.10.2 Swiftpack Letter of Credit. Boatmen's has previously issued a
Letter of Credit (the "Swiftpack Letter of Credit") in the face amount
of (pound)13,500,000 for the account of Borrower in connection with,
and as security for, the Dresdner UK Loan. Boatmen's commits to issue
an amendment to the Swiftpack Letter of Credit providing, or a
replacement Letter of Credit in substantially the same form as the
Swiftpack Letter of Credit but providing, that the maximum amount
available to be drawn thereunder will be (pound)13,100,000 (as of
January 1, 1997) ((pound)12,900,000 if issued on of after January 15,
1997) and will thereafter automatically reduce in accordance with the
following table:
5
Effective on this date: The Maximum Available Amount will
automatically reduce to:
----------------------- ---------------------------------
15 January 1997 (pound)12,900,000
15 April 1997 (pound)12,600,000
15 July 1997 (pound)12,300,000
15 October 1997 (pound)12,100,000
15 January 1998 (pound)11,900,000
15 April 1998 (pound)11,700,000
15 July 1998 (pound)11,500,000
15 October 1998 (pound)11,300,000
15 January 1999 (pound)11,100,000
15 April 1999 (pound)10,900,000
15 July 1999 (pound)10,700,000
15 October 1999 (pound)10,400,000
15 January 2000 (pound)10,200,000
15 April 2000 (pound)9,900,000
15 July 2000 (pound)9,600,000
The term "Swiftpack Letter of Credit" herein shall mean the Swiftpack Letter of
Credit as so amended, or such replacement Letter of Credit, as applicable. The
expiration date of the Swiftpack Letter of Credit will be December 31, 2000.
Boatmen's and each Lender hereunder shall be deemed to have sold and transferred
to such other Lender, and each such other Lender shall be deemed to have
purchased and received from the other Lenders, a prorata undivided interest and
participation in the Swiftpack Letter of Credit, the reimbursement obligation of
Borrower with respect thereto, and any guaranty thereof or collateral therefor
such that each Lender's prorata undivided interest in the foregoing shall be the
same as such Lender's prorata share of the Aggregate Revolving Commitment.
3.5. REPAYMENT OF ANY OUTSTANDING PRINCIPAL AMOUNT OF SWINGLINE LOAN.
Section 6.1.2.2 of the Original Loan Agreement is hereby amended by adding the
words "and the Aggregate Swingline Loan" after the words "Aggregate Revolving
Loan".
3.6. ADMINISTRATIVE AGENT'S NOTICE TO LENDERS OF LIBOR ADVANCE. Section
7.5.1 of the Original Loan Agreement is hereby amended by deleting the first
sentence in its entirety and substituting the following sentence in lieu
thereof:
Not later than 12:00 noon (St. Louis time) on the date when an Advance
which is not a LIBOR Advance is requested to be made, and not later than
12:00 noon (St. Louis time) on the date two Business Days before the date
when an Advance which is a LIBOR Advance is requested to be made (each an
"Advance Date") which may only be on a Business Day, Administrative Agent
shall promptly notify each Lender of the amount of the Advance to be made
on that Advance Date.
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3.7. NET WORTH. The text of Section 10.1.2 of the Original Loan Agreement
is hereby deleted in its entirety and the following sentence is substituted in
lieu thereof:
Borrower's aggregate Net Worth shall be not less than $83,000,000.
3.8. MINIMUM FIXED CHARGE COVERAGE. Section 17.7 of the Original Loan
Agreement is hereby amended by inserting the word "Adjusted" before the words
"Operating Cash Flow."
3.9. MINIMUM NET WORTH. Section 17.9 of the Original Loan Agreement is
hereby amended by deleting the Dollar amount in the table opposite the words
"Effective Date through 12/31/96" and substituting the following Dollar amount
in lieu thereof: $83,000,000.
3.10. LOAN OBLIGATIONS Payable in Dollars. The Original Loan Agreement is
hereby amended by adding the following new Section 20.15:
20.15. Loan Obligations Payable in Dollars. All Loan Obligations that are
payable in Dollars under the terms of the Loan Documents shall be payable
only in Dollars. If, however, to obtain a judgment in any court it is
necessary to convert a Loan Obligation payable in Dollars into another
currency, the rate of exchange used shall be that at which Administrative
Agent could, using its customary procedures, purchase Dollars with such
other currency in New York, New York on the Business Day immediately
preceding the day on which such judgment is rendered. If any sum in another
currency is paid to a Lender or received by a Lender and applied to a Loan
Obligation payable in Dollars, such Loan Obligation shall be deemed paid
and discharged only to the extent of the amount of Dollars that
Administrative Agent, using its customary procedures, is able to purchase
in New York, New York with such sum on the Business Day immediately
following receipt thereof. Each Borrower agrees to indemnify each Lender
against any loss in Dollars that it may incur on such Loan Obligation as a
result of such payment or receipt and application to such Loan Obligation.
3.11. ADDITIONAL CONFORMING CHANGES. All of the following terms, and all
definitions (and cross references to definitions) thereof, wherever they appear
in the Original Loan Agreement, are hereby deleted: "Aggregate Alternate Base
Rate General Acquisition Loan", "Aggregate General Acquisition Loan", "Aggregate
General Acquisition Loan Commitment", "General Acquisition Advance", "General
Acquisition Balloon Payment", "General Acquisition Expiration Date", "General
Acquisition Loan", "General Acquisition Loan Commitment", "General Acquisition
Loan Maturity Date", and "General Acquisition Note". In every provision of the
Original Loan Agreement which stated or implied a form of arithmetic calculation
involving the amount represented by any of the foregoing terms, such amount
shall be deemed to be zero for purposes of such calculation.
4. WAIVER OF PGI LEASEHOLD MORTGAGE. Lenders hereby agree to waive the
requirement (Item 5 of Part II to Exhibit A of the Amendment to Second Amended
and Restated Credit Facilities Agreement dated as of September 30, 1996) that
Borrower deliver to Agent a Leasehold Mortgage covering the property leased by
PGI in Bristol, Pennsylvania and commonly known as ▇▇▇▇ ▇▇▇▇▇▇'▇ ▇▇▇▇.
7
5. EFFECT OF AMENDMENT. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Agent
or Lenders under the Loan Agreement or any of the other Loan Documents, nor
constitute a waiver of any provision of the Loan Agreement, any of the other
Loan Documents or any existing Default or Event of Default, nor act as a release
or subordination of the Security Interests of Agent or Lenders under the
Security Documents. Each reference in the Loan Agreement to "the Agreement",
"hereunder", "hereof", "herein", or words of like import, shall be read as
referring to the Loan Agreement as amended by this Amendment.
6. REAFFIRMATION. Borrower hereby acknowledges and confirms that (i) except
as expressly amended hereby the Loan Agreement remains in full force and effect,
(ii) the Loan Agreement is in full force and effect, (iii) Borrower has no
defenses to its obligations under the Loan Agreement and the other Loan
Documents, (iv) the Security Interests of Agent and Lenders under the Security
Documents secure all the Loan Obligations under the Loan Agreement as amended by
this Amendment, continue in full force and effect and have the same priority as
before this Amendment, and (v) Borrower has no claim against Agent or any Lender
arising from or in connection with the Loan Agreement or the other Loan
Documents.
7. GOVERNING LAW. This Amendment has been executed and delivered in St. Louis,
Missouri, and shall be governed by and construed under the laws of the State of
Missouri without giving effect to choice or conflicts of law principles
thereunder.
8. SECTION TITLES. The section titles in this Amendment are for convenience
of reference only and shall not be construed so as to modify any provisions of
this Amendment.
9. COUNTERPARTS; FACSIMILE TRANSMISSIONS. This Amendment may be executed in
one or more counterparts and on separate counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. Signatures to this Amendment may be given by facsimile or other
electronic transmission, and such signatures shall be fully binding on the party
sending the same.
10. INCORPORATION BY REFERENCE. Lenders and Borrower hereby agree that all
of the terms of the Loan Documents are incorporated in and made a part of this
Amendment by this reference.
11. STATUTORY NOTICE. The following notice is given pursuant to Section 432.045
of the Missouri Revised Statutes; nothing contained in such notice will be
deemed to limit or modify the terms of the Loan Documents or this Amendment:
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT
OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT
8
INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO
PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED
IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
BORROWER AND LENDERS HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL CREDIT
AGREEMENT BETWEEN BORROWER AND LENDERS WITH RESPECT TO THE SUBJECT MATTER OF
THIS AMENDMENT.
[rest of page intentionally blank]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first above written.
DT INDUSTRIES, INC. SENCORP SYSTEMS, INC.,
a Delaware corporation a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- --------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President - ▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
Finance and Secretary and Secretary
DETROIT TOOL AND ENGINEERING COMPANY, ADVANCED ASSEMBLY AUTOMATION, INC.,
a Delaware corporation an Ohio corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- --------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President ▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
and Secretary and Secretary
DETROIT TOOL METAL PRODUCTS CO., PHARMA GROUP, INC., a Delaware
a Missouri corporation corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- --------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President ▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
and Secretary and Secretary
DT CANADA INC., a New Brunswick, ▇▇▇▇▇▇ CANADA INC., a New Brunswick,
Canada corporation Canada corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- --------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President ▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
and Secretary and Secretary
MID-WEST AUTOMATION ENTERPRISES, INC.,
an Illinois corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
and Secretary
"GUARANTORS" "GUARANTORS"
ASSEMBLY MACHINES, INC., ARMAC INDUSTRIES, CO., a Delaware
a Pennsylvania corporation corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- --------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President ▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
and Secretary and Secretary
MID-WEST AUTOMATION SYSTEMS, ▇▇▇▇▇▇▇▇ MANUFACTURING CORPORATION,
INC., an Illinois corporation a New York corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- --------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary ▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
and Secretary
THE BOATMEN'S NATIONAL BANK OF DRESDNER BANK AG CHICAGO AND GRAND
ST. LOUIS, as Agent and a Lender CAYMAN BRANCHES
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------- --------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------- ------------------------------
Title: Vice Pres Title: Vice President
----------------------------- ------------------------------
By: /s/ ▇. ▇. Hassefert
--------------------------------
Name: ▇. ▇. Hassefert
------------------------------
Title: AVP
------------------------------
BHF-BANK AKTIENGESELLSCHAFT COMERICA BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ III
--------------------------------- --------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ III
------------------------------ ------------------------------
Title: AVP VP Title: Vice President
------------------------------ ------------------------------
FLEET NATIONAL BANK LASALLE NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------- --------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
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Title: AVP Title: First Vice President
----------------------------- ------------------------------
NBD BANK BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------- --------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------- ------------------------------
Title: VP Title: Vice President
----------------------------- ------------------------------
FIRST BANK THE SUMITOMO BANK, LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- --------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ ------------------------------
Title: Senior Vice President Title: Vice President
------------------------------ ------------------------------
THE LONG-TERM CREDIT BANK OF NATIONAL CITY BANK
JAPAN, LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------- --------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------ ------------------------------
Title: V.P. & Deputy General Manager Title: Vice President
------------------------------ ------------------------------
NOTE
The following page contains a list of Exhibits which have been
intentionally omitted by the Registrant pursuant to Item 601(b)(2) of Regulation
S-K.
A copy of any omitted Exhibit will be provided to the Securities and
Exchange Commission upon request.
EXHIBIT 3 LENDERS' COMMITMENTS AND PRORATA SHARES
