FOURTH AMENDMENT AND WAIVER TO
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
FOURTH AMENDMENT AND WAIVER, DATED AS OF DECEMBER 21, 1999 (THE
"AMENDMENT AND WAIVER"), to the DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as
of June 1, 1999, among XXXXXX GROUP INTERNATIONAL, INC., a Delaware corporation
(the "COMPANY"), a debtor and debtor-in-possession under Chapter 11 of the
Bankruptcy Code, each of the Company's Subsidiaries listed on the signature
pages thereto, each a debtor and debtor-in-possession under Chapter 11 of the
Bankruptcy Code (collectively and together with the Company, the "BORROWERS"),
THE XXXXXX GROUP INC., a corporation organized under the laws of the Province of
British Columbia, Canada ("TLGI"), FIRST UNION NATIONAL BANK ("FIRST UNION"),
each of the other financial institutions party thereto (together with First
Union, the "LENDERS") and FIRST UNION NATIONAL BANK, as Administrative Agent for
the Lenders (in such capacity, the "AGENT"):
W I T N E S S E T H:
WHEREAS, the Borrowers, TLGI, the Lenders and the Agent are parties to
that certain Debtor-In-Possession Credit Agreement, dated as of June 1, 1999, as
amended by that certain First Amendment to Debtor-In-Possession Credit
Agreement, dated as of July 16, 1999, that certain Waiver Letter, dated August
19, 1999, that certain Second Amendment to Debtor-In-Possession Credit
Agreement, dated as of August 24, 1999 and that certain Third Amendment and
Waiver to Debtor-In-Possession Credit Agreement, dated as of October 21, 1999
(as the same may be further amended, modified or supplemented from time to time,
the "CREDIT AGREEMENT"); and
WHEREAS, as used herein, all terms that are defined in the Credit
Agreement shall have the same meanings herein; and
WHEREAS, the Borrowers have defaulted in the performance of certain
financial covenants under the Credit Agreement and, as a consequence, certain
Defaults have occurred and are continuing under the Credit Agreement and the
Loan Documents; and
WHEREAS, the Borrowers and TLGI have requested that the Agent and the
Lenders waive such Defaults and the Agent and the Lenders have agreed to such
waivers, subject to the express terms and conditions of this Amendment and
Waiver; and
WHEREAS, Section 7.16 of the Credit Agreement provides that, no earlier
than the date on which the Final Borrowing Order is entered by the U.S. Court,
Neweol (Delaware), L.L.C. ("NEWEOL") shall (subject to the approval of the U.S.
Court) repay in full all Indebtedness outstanding under the Fairway Receivables
Facility (the aggregate principal amount of which Indebtedness shall not exceed
$50,000,000) on terms acceptable to the Agent, PROVIDED that in connection with
any such prepayment, all commitments to lend or make other extensions of credit
thereunder, and all further
obligations of the Borrowers and their Subsidiaries shall terminate and all
Liens securing Indebtedness or other obligations of TLGI, the Borrowers and
their Subsidiaries under such facility shall be released, and Neweol shall
concurrently therewith become a Borrower under the Credit Agreement pursuant to
Section 7.30 thereof; and
WHEREAS, on December 8, 1999, the Borrowers filed with the U.S. Court
the Notice of Motion of Debtors and Debtors In Possession for Entry of an Order
Regarding (A) Payment of Receivables Finance Facility with Fairway Finance
Corporation, (B) Factoring of Certain Accounts Receivable and (C) Certain
Related Relief (the "NEWEOL MOTION") seeking an order (the "NEWEOL ORDER")
authorizing the repayment of the Fairway Receivables Facility on the terms and
conditions set forth therein; and
WHEREAS, a hearing before the U.S. Court with respect to the Neweol
Motion has been scheduled for December 28, 1999; and
WHEREAS, the Borrowers, TLGI, the Agent and the Lenders have agreed (i)
that, subject to the terms and conditions set forth herein, Neweol shall become
a Borrower under the Credit Agreement and (ii) to modify certain provisions of
the Credit Agreement.
NOW, THEREFORE, it is agreed:
I. WAIVERS. (a) The Agent and the Lenders hereby waive the following
Defaults which have occurred and are continuing under the Credit Agreement and
the Loan Documents:
(i) Failure to comply with Section 7.31 for the month of September
1999.
(ii) Failure to comply with the limitation on repayments of
non-compete obligations set forth in Section 7.33(x) of the
Credit Agreement for the months of September and October 1999.
(b) Pursuant to Section 7.30 of the Credit Agreement, the Borrowers
agreed to use reasonable efforts to cause each Subsidiary listed on Schedule
7.30 to the Credit Agreement to execute and deliver the documents necessary for
such Subsidiaries to become Borrowers thereunder. The Borrowers have requested
that the Lenders waive the requirements of Section 7.30 with respect to Byron's
Funeral Homes, Inc., Xxxxx-XxXxxx Funeral Home, Inc., Xxxxx Xxxx & Xxxx, Inc.,
Xxxx Xxxx Insurance Agency, Inc., Xxxxxx X. Xxxxxx & Sons, Inc., Xxxxxx X.
Xxxxxxxxxx Funeral Home, Inc., Xxxxx Funeral Service, Inc., Xxxx X. Xxxxx
Funeral Homes, Inc., Ratell Funeral Home, Inc., XxXxxx Funeral Home
(collectively, the "NON-FILING SUBSIDIARIES"). The Lenders hereby waive the
requirements of Section 7.30 with respect to the Non-filing Subsidiaries.
I. AMENDMENTS. The Credit Agreement is hereby amended as follows:
(a) Schedule 2.1 to the Credit Agreement is hereby replaced in
its entirety by Schedule 2.1 attached as Exhibit A hereto.
(b) Section 1.1 of the Credit Agreement is hereby amended by
(i) inserting the following definition immediately after the
definition of the term "Floating Rate Loan":
"FOURTH AMENDMENT" means the Fourth Amendment and
Waiver to Debtor-In-Possession Credit Agreement dated
as of December 21, 1999 among the Borrowers, TLGI, the
Agent and the Lenders."
(ii) inserting the following definition immediately before
the definition of the term "Indebtedness":
"HMIS EXPENDITURES" means all expenses or capital
expenditures incurred by TLGI, any Borrower or any of
their respective Subsidiaries which are directly
related to the development or implementation of the
Xxxxxx Management Information System and which are set
forth on forth on the HMIS Budget annexed as Exhibit B
to the Fourth Amendment."
(iii) inserting the following definition immediately after
the definition of the term "Investment":
"INVESTMENT MANAGER CHANGE GAIN/LOSS" means any
non-cash gain or loss arising directly from the
replacement of any investment manager or trustee as
approved by the Investment Committee of the
Company's Board of Directors."
(c) Section 2.10(b)(iii) of the Credit Agreement is hereby
deleted and replaced in its entirety with the following:
"(iii) PREPAYMENTS FROM CASH BALANCES. On the second
Business Day of each week, the Borrowers shall prepay
outstanding Revolving Loans in an amount equal to the excess of
(x) the amount of the Cash Balances of the Borrowers in the
Borrower Concentration Account as of the immediately preceding
Friday (or, if such day is not a Business Day, the immediately
preceding Thursday) over (y) $15,000,000."
(d) Section 7.1(m) is hereby amended by deleting the date
"October 15, 1999" appearing in the first line thereof and inserting in lieu
thereof the date "February 15, 2000".
(e) Section 7.10(a) of the Credit Agreement is hereby amended by
deleting the first sentence thereof in its entirety and inserting in lieu
thereof the following sentence:
"(a) The Borrowers have established concentration
accounts (together, the "BORROWER CONCENTRATION ACCOUNT") at
Bank One, N.A. and First Union which receive all transfers and
payments from the cash management system described in Schedule
6.21."
(f) Section 7.20 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (e) thereof, (ii)
deleting the period appearing at the end of clause (f) thereof and inserting in
lieu thereof the word "; and", and (iii) inserting the following clause at the
end thereof:
"(g) deposits to secure statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a
like nature incurred in the ordinary course of business in an
amount not to exceed $2,000,000 in the aggregate."
(g) Section 7.21 of the Credit Agreement is hereby amended by (i)
inserting the phrase "excluding any HMIS Expenditures incurred and Investment
Manager Change Gain/Loss realized during such period" immediately following the
parenthetical appearing therein, and (ii) deleting the chart appearing therein
and inserting the following chart in lieu thereof:
------------------------- ---------------------- --------------------
DATE MINIMUM CEMETERY MINIMUM CEMETERY
OPERATING CASH FLOW OPERATING CASH FLOW
(FOR CURRENT FISCAL (FOR PRIOR ONE, TWO,
QUARTER) THREE OR FOUR FISCAL
QUARTER PERIOD, AS
APPLICABLE)
------------------------- ---------------------- -----------------------
June 30, 1999 ($10,000,000) ($10,000,000)
------------------------- ---------------------- -----------------------
September 30, 1999 ($11,000,000) ($21,000,000)
------------------------- ---------------------- -----------------------
December 31, 1999 ($4,500,000) ($25,500,000)
------------------------- ---------------------- -----------------------
March 31, 2000 $2,000,000 ($23,500,000)
------------------------- ---------------------- -----------------------
June 30, 2000 $4,000,000 ($9,500,000)
------------------------- ---------------------- -----------------------
September 30, 2000 $3,000,000 ($16,500,000)
------------------------- ---------------------- -----------------------
December 31, 2000 $5,000,000 ($11,500,000)
------------------------- ---------------------- -----------------------
March 31, 2001 $5,000,000 ($6,500,000)
------------------------- ---------------------- -----------------------
(h) Section 7.22 of the Credit Agreement is hereby amended by (i)
inserting the phrase "excluding any HMIS Expenditures incurred and any
Investment Manager Change Gain/Loss realized during such period" immediately
following the parenthetical appearing therein, and (ii) deleting the chart
appearing therein and inserting the following chart in lieu thereof:
---------------------- ------------------------ ------------------------
DATE MINIMUM NON- MINIMUM NON-CEMETERY
CEMETERY OPERATING CASH FLOW
OPERATING CASH FLOW (FOR PRIOR ONE, TWO,
(FOR CURRENT FISCAL THREE OR FOUR FISCAL
QUARTER) QUARTER PERIOD, AS
APPLICABLE)
---------------------- ------------------------ ------------------------
June 30, 1999 $15,000,000 $15,000,000
---------------------- ------------------------ ------------------------
September 30, 1999 $10,000,000 $25,000,000
---------------------- ------------------------ ------------------------
December 31, 1999 $1,000,000 $26,000,000
---------------------- ------------------------ ------------------------
March 31, 2000 $27,500,000 $53,500,000
---------------------- ------------------------ ------------------------
June 30, 2000 $23,000,000 $76,500,000
---------------------- ------------------------ ------------------------
September 30, 2000 $15,500,000 $92,000,000
---------------------- ------------------------ ------------------------
December 31, 2000 $20,000,000 $102,000,000
---------------------- ------------------------ ------------------------
March 31, 2001 $30,000,000 $132,000,000
---------------------- ------------------------ ------------------------
(i) Section 7.23 of the Credit Agreement is hereby amended by (i) inserting
the phrase "excluding any HMIS Expenditures incurred and any Investment Manager
Change Gain/Loss realized during such period" immediately following the
parenthetical appearing therein, and (ii) deleting the chart appearing therein
and inserting the following chart in lieu thereof:
------------------------ ----------------------- -----------------------
DATE MINIMUM CONSOLIDATED MINIMUM CONSOLIDATED
OPERATING CASH FLOW OPERATING CASH FLOW
(FOR CURRENT FISCAL (FOR PRIOR ONE, TWO,
QUARTER) THREE OR FOUR FISCAL
QUARTER PERIOD, AS
APPLICABLE)
------------------------ ----------------------- -----------------------
September 30, 1999 ($5,000,000) ($5,000,000)
------------------------ ----------------------- -----------------------
December 31, 1999 ($10,100,000) ($15,100,000)
------------------------ ----------------------- -----------------------
------------------------ ----------------------- -----------------------
DATE MINIMUM CONSOLIDATED MINIMUM CONSOLIDATED
OPERATING CASH FLOW OPERATING CASH FLOW
(FOR CURRENT FISCAL (FOR PRIOR ONE, TWO,
QUARTER) THREE OR FOUR FISCAL
QUARTER PERIOD, AS
APPLICABLE)
------------------------ ----------------------- -----------------------
March 31, 2000 $20,000,000 $ 4,900,000
------------------------ ----------------------- -----------------------
June 30, 2000 $20,000,000 $24,900,000
------------------------ ----------------------- -----------------------
September 30, 2000 $10,000,000 $34,900,000
------------------------ ----------------------- -----------------------
December 31, 2000 $20,000,000 $54,900,000
------------------------ ----------------------- -----------------------
March 31, 2001 $26,000,000 $80,900,000
------------------------ ----------------------- -----------------------
(j) Section 7.24 of the Credit Agreement is hereby amended by deleting the
chart appearing therein and inserting the following chart in lieu thereof:
------------------------------------ ------------------------------------
DATE MINIMUM FUNERAL
HOME GROSS MARGIN
------------------------------------ ------------------------------------
June 30, 1999 $45,000,000
------------------------------------ ------------------------------------
July 31, 1999 $42,500,000
------------------------------------ ------------------------------------
August 31, 1999 $40,000,000
------------------------------------ ------------------------------------
September 30, 1999 $38,500,000
------------------------------------ ------------------------------------
October 31, 1999 $33,000,000
------------------------------------ ------------------------------------
November 30, 1999 $32,000,000
------------------------------------ ------------------------------------
December 31, 1999 $33,000,000
------------------------------------ ------------------------------------
January 31, 2000 $41,500,000
------------------------------------ ------------------------------------
February 28, 2000 $43,000,000
------------------------------------ ------------------------------------
March 31, 2000 $56,500,000
------------------------------------ ------------------------------------
April 30, 2000 $53,000,000
------------------------------------ ------------------------------------
May 31, 2000 $51,500,000
------------------------------------ ------------------------------------
------------------------------------ ------------------------------------
DATE MINIMUM FUNERAL
HOME GROSS MARGIN
------------------------------------ ------------------------------------
June 30, 2000 $47,500,000
------------------------------------ ------------------------------------
July 31, 2000 $45,000,000
------------------------------------ ------------------------------------
August 31, 2000 $43,000,000
------------------------------------ ------------------------------------
September 30, 2000 $42,000,000
------------------------------------ ------------------------------------
October 31, 2000 $44,000,000
------------------------------------ ------------------------------------
November 30, 2000 $45,000,000
------------------------------------ ------------------------------------
December 31, 2000 $47,500,000
------------------------------------ ------------------------------------
January 31, 2001 $52,000,000
------------------------------------ ------------------------------------
February 28, 2001 $54,500,000
------------------------------------ ------------------------------------
March 31, 2001 $58,500,000
------------------------------------ ------------------------------------
April 30, 2001 $54,500,000
------------------------------------ ------------------------------------
May 31, 2001 $53,000,000
------------------------------------ ------------------------------------
(k) Section 7.25 of the Credit Agreement is hereby amended by deleting
clauses (ii) and (iii) thereof in their entirety and inserting the following
clauses in lieu thereof:
"(ii) in the case of the fiscal quarter ended December 31, 1999,
85%, (iii) in the case of the fiscal quarter ended March 31, 2000,
92.5%, and (iv) thereafter, 95% of Funeral Home Revenue for the
3-month period ending on the last day of the corresponding fiscal
quarter in the immediately preceding year;".
(l) Section 7.31 of the Credit Agreement is hereby amended by (i) inserting
the phrase "excluding any HMIS Expenditures incurred during such period"
immediately following the parenthetical appearing therein, and (ii) deleting the
chart appearing therein and inserting the following chart in lieu thereof:
------------------------------ -------------------------------------
DATE MAXIMUM CONSOLIDATED CAPITAL
EXPENDITURES
------------------------------ -------------------------------------
September 30, 1999 $16,000,000
------------------------------ -------------------------------------
December 31, 1999 $36,500,000
------------------------------ -------------------------------------
March 31, 2000 $49,900,000
------------------------------ -------------------------------------
June 30, 2000 $67,900,000
------------------------------ -------------------------------------
September 30, 2000 $69,900,000
------------------------------ -------------------------------------
December 31, 2000 $72,000,000
------------------------------ -------------------------------------
March 31, 2001 $72,000,000
------------------------------ -------------------------------------
(m) Article 7 of the Credit Agreement is hereby amended by inserting the
following Section immediately following Section 7.31:
7.31A HMIS EXPENDITURES. Neither TLGI nor any Borrower will, nor
will they permit any Subsidiary to, make, incur any liability to make,
in any four-fiscal quarter period (or in the case of any four-fiscal
quarter period ending prior to June 30, 2000, the one-, two-or
three-fiscal quarter period from July 1, 1999 to the end of the fiscal
quarter for which HMIS Expenditures are being calculated) ending on a
date set forth below, HMIS Expenditures on a consolidated basis in an
aggregate amount in excess of the corresponding amount set forth below
opposite such date:
------------------------------ --------------------------------
DATE MAXIMUM HMIS
EXPENDITURES
------------------------------ --------------------------------
December 31, 1999 $11,750,000
------------------------------ --------------------------------
March 31, 2000 $22,250,000
------------------------------ --------------------------------
June 30, 2000 $29,250,000
------------------------------ --------------------------------
September 30, 2000 $33,500,000
------------------------------ --------------------------------
December 31, 2000 $31,500,000
------------------------------ --------------------------------
March 31, 2001 $24,000,000
------------------------------ --------------------------------
(n) Section 7.33 of the Credit Agreement is hereby amended by deleting
clause (i)(x) in its entirety and inserting in lieu thereof : "(x) repayments of
non-compete obligations not to exceed (A) $2,000,000 for the quarter ended
December 31, 1999, (B) $2,600,000 for the quarter ended March 31, 2000, (C)
$2,750,000 for the quarter ended June 30, 2000, (D) $2,250,000 for the quarter
ended September 30, 2000, (E) $2,150,000 for the quarter ended December 31,
2000, or (F) $2,300,000 for the quarter ended March 31, 2001".
(o) Section 14.1 of the Credit Agreement is hereby amended by deleting
phrase "below its signature hereto" appearing in the fourth line thereof and
inserting in lieu thereof the following: "in the case of the Agent or the
Lenders, on Schedule 2.1 hereto and in the case of the Company, the Borrowers or
TLGI, to it or them at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0,
Xxxxxx".
(p) The signature pages of the Credit Agreement are hereby amended to
conform to the signature pages hereto.
3. NEWEOL. Neweol shall become a Borrower under the Credit Agreement on
the date when each of the following conditions has been satisfied or waived
(the "NEWEOL EFFECTIVE DATE"): (i) the Neweol Order shall have been entered
by the U.S. Court in a form acceptable to the Agent, (ii) the conditions set
forth in Section 6 hereof shall have been satisfied, (iii) Neweol shall have
delivered to the Agent (a) a joinder agreement substantially in the form of
Exhibit H to the Credit Agreement, duly executed by Neweol, pursuant to which
Neweol shall agree to be bound by the Credit Agreement as a Borrower and to
assume and perform its obligations thereunder as a Borrower and (b) a
counterpart to the Security Agreement, (iv) the Borrowers and TLGI shall
deliver to the Agent a copy of Neweol's (a) articles of incorporation or
comparable constitutive documents, together with all material amendments,
and, to the extent applicable, a certificate of good standing, in each case
certified by the appropriate governmental officer in the jurisdiction of its
organization, (b) by-laws or comparable constitutive laws, rules or
regulations certified by the Secretary, Assistant Secretary or other
appropriate officer or director of it, and (v) board of directors'
resolutions, certified by the Secretary, Assistant Secretary or other
appropriate officer or director of it (and resolutions of other bodies, if
any are deemed necessary by counsel for the Agent) authorizing the execution
of and performance under the Credit Agreement and the Collateral Documents by
Neweol. Each of the foregoing certifications shall be as of a date reasonably
acceptable to the Agent not more than 30 days prior to the Neweol Effective
Date. On the Neweol Effective Date, Schedule A to the Credit Agreement shall
be deemed amended to include Neweol as a Borrower thereunder.
4. AMENDMENT FEE. In consideration of the execution and delivery of this
Amendment and Waiver, the Borrowers shall, on the Effective Date, pay to the
Agent on behalf of each Lender that executes and delivers this Fourth Amendment
on or prior to December 21, 1999 at 12:00 noon (EST) an amendment fee equal to
.20% of such Lender's Commitment outstanding on the Effective Date
(collectively, the "AMENDMENT FEE").
5. CONSENT. Pursuant to a motion filed with the U.S. Court on October 1,
1999, the Borrowers requested that the U.S. Court authorize them to, among other
things, sell certain certificates of indebtedness issued by Xxxxxxx Hills
Cemetery Corporation, Inc. and Cemetery Gardens, Inc. (the "SALE"). The
Borrowers have requested, in accordance with Section 7.15(a) of the Credit
Agreement, that the Lenders consent to the Sale. By the terms of this Amendment
and Waiver, the Lenders hereby consent to the Sale, PROVIDED that the Borrowers
comply with the prepayment and Commitment reduction requirements set forth in
Section 2.10(b) of the Credit Agreement.
6. CONDITIONS TO EFFECTIVENESS OF AMENDMENT AND WAIVER. This Amendment and
Waiver shall not become effective (the "EFFECTIVE DATE") until (i) the date on
which this Amendment and Waiver shall have been executed by the Borrowers, TLGI,
the Required Lenders and the Agent, and the Agent shall have received evidence
satisfactory to it of such execution, (ii) the Agent shall have received the
Amendment Fee referred to in Section 4 hereof, and (iii) the U.S. Court shall
have entered an order authorizing the execution of this Amendment and Waiver by
the Borrowers, PROVIDED, however, that the Neweol Effective Date shall not occur
until the conditions set forth in Section 3 hereof shall have been satisfied.
7. COSTS AND EXPENSES. The Borrowers agree that their obligations set forth
in Section 10.7 of the Credit Agreement shall extend to the preparation,
execution and delivery of this Amendment and Waiver.
8. LIMITED AMENDMENT AND WAIVER. This Amendment and Waiver shall be limited
precisely as written and shall not be deemed (a) to be a consent granted
pursuant to, or a waiver or modification of, any other term or condition of the
Credit Agreement or any of the instruments or agreements referred to therein or
(b) to prejudice any right or rights which the Agent or the Lenders may now have
or have in the future under or in connection with the Credit Agreement or any of
the instruments or agreements referred to therein. Whenever the Credit Agreement
is referred to in the Credit Agreement or any of the instruments, agreements or
other documents or papers executed or delivered in connection therewith, such
reference shall be deemed to mean the Credit Agreement as modified by this
Amendment and Waiver.
9. COUNTERPARTS. This Amendment and Waiver may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same instrument.
10. GOVERNING LAW. This Amendment and Waiver shall in all respects be
construed in accordance with and governed by the laws of the State of New York
applicable to contracts made and to be performed wholly within such State.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be duly executed as of the day and the year first above written.
XXXXXX GROUP INTERNATIONAL, INC.
By: _______________________________
Name:
Title:
EACH OF THE ENTITIES LISTED ON
SCHEDULE A TO THE CREDIT AGREEMENT
By: _______________________________
on behalf of each of
the entities listed on
Schedule A to the Credit
Agreement
Name:
Title:
THE XXXXXX GROUP INC.
By: _______________________________
Name:
Title:
FIRST UNION NATIONAL BANK,
INDIVIDUALLY AND AS ADMINISTRATIVE
AGENT
By: _______________________________
Name:
Title:
BANK OF SCOTLAND
By: _________________________
Name:
Title:
THE CIT GROUP/BUSINESS CREDIT, INC.
By: _________________________
Name:
Title:
BANKERS LIFE & CASUALTY CO.
By: Conseco Capital Management,
as investment advisor
By: _________________________
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By: _________________________
Name:
Title:
By: _________________________
Name:
Title:
FOOTHILL CAPITAL CORPORATION
By: _________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By: _________________________
Name:
Title:
GMAC BUSINESS CREDIT
By: _________________________
Name:
Title:
MELLON BANK, N.A.
By: _________________________
Name:
Title:
PPM FINANCE, INC.
By: _________________________
Name:
Title:
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By: _________________________
Name:
Title:
BARCLAYS BANK PLC
By: _________________________
Name:
Title:
COAST BUSINESS CREDIT
By: _________________________
Name:
Title:
SOVEREIGN BANK
By: _________________________
Name:
Title:
BANK OF MONTREAL
By: _________________________
Name:
Title:
MORGENS WATERFALL HOLDINGS, LLC
By: _________________________
Name:
Title:
EXHIBIT A
SEE ATTACHED.
EXHIBIT B
HMIS BUDGET
SEE ATTACHED.
