EXHIBIT 10.18
SUBORDINATION AND INTERCREDITOR AGREEMENT
SUBORDINATION AND INTERCREDITOR AGREEMENT (this "Agreement"), dated as of
June 4, 1998, among BANKBOSTON, N.A., a national banking association having its
head office at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, in its capacity
as agent (the "Agent") for the Banks (as hereinafter defined), SUMMIT INVESTORS
III, L.P., a Delaware limited partnership having its head office at 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("Summit Investors"), SUMMIT SUBORDINATED
DEBT FUND II, L.P., a Delaware limited partnership having its head office at 000
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("Summit Subdebt", and together
with Summit Investors, collectively referred to herein as the "Subordinating
Creditors" and each individually a "Subordinating Creditor"), and STRIDE &
ASSOCIATES, INC., a Delaware corporation having its head office at 000 Xxxxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Borrower").
WHEREAS, pursuant to a Revolving Credit and Term Loan Agreement dated as
of June 4, 1998 (as amended and in effect from time to time, including any
replacement agreement therefor, the "Credit Agreement"), among the lending
institutions party thereto (the "Banks"), the Agent and the Borrower, the Banks
have agreed, upon the terms and subject to the conditions contained therein, to
make loans and otherwise extend credit to the Borrower; and
WHEREAS, each Subordinating Creditor has extended credit to the Borrower
pursuant to a certain Securities Purchase and Redemption Agreement dated as of
June 4, 1998 (as amended with the consent of the Agent as provided herein and in
effect from time to time, the "Subordinated Debenture"), among the Subordinating
Creditors and the Borrower; and
WHEREAS, it is a condition precedent to the Banks' willingness to make
loans and otherwise extend credit to the Borrower pursuant to the Credit
Agreement that the Borrower and each Subordinating Creditor enter into this
Agreement with the Agent; and
WHEREAS, in order to induce the Banks to make loans and otherwise extend
credit to the Borrower pursuant to the Credit Agreement, the Borrower and each
Subordinating Creditor have agreed to enter into this Agreement with the Agent;
NOW, THEREFORE, in consideration of the foregoing, the mutual agreements
herein contained and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. DEFINITIONS. Terms not otherwise defined herein have the same
respective meanings given to them in the Credit Agreement. In addition, the
following terms shall have the following meanings:
SENIOR DEBT. All principal, interest, fees, costs, enforcement expenses
(including legal fees and disbursements), collateral protection expenses and
other
reimbursement or indemnity obligations created or evidenced by the Credit
Agreement or any of the other Loan Documents or any prior, concurrent, or
subsequent notes, instruments or agreements of indebtedness, liabilities or
obligations of any type or form whatsoever relating thereto in favor of the
Agent or any of the Banks. Senior Debt shall expressly include any and all
interest accruing or out of pocket costs or expenses incurred after the date of
any filing by or against the Borrower of any petition under the federal
Bankruptcy Code or any other bankruptcy, insolvency or reorganization act
regardless of whether the Agent's or any Bank's claim therefor is allowed or
allowable in the case or proceeding relating thereto.
SUBORDINATED DEBT. All principal, interest, fees, costs, enforcement
expenses (including legal fees and disbursements), collateral protection
expenses and other reimbursement and indemnity obligations created or evidenced
by the Subordinated Debenture (including the Subordinated Notes as such term is
defined in the Credit Agreement) or any prior, concurrent or subsequent notes,
instruments or agreements of indebtedness, liabilities or obligations of any
type or form whatsoever relating thereto in favor of the Subordinating
Creditors.
SUBORDINATED DOCUMENTS. Collectively, the Subordinated Debenture, any
promissory notes executed in connection therewith and any and all guaranties and
security interests, mortgages and other liens directly or indirectly guarantying
or securing any of the Subordinated Debt, and any and all other documents or
instruments evidencing or further guarantying or securing directly or indirectly
any of the Subordinated Debt, whether now existing or hereafter created.
2. GENERAL. The Subordinated Debt and any and all Subordinated Documents
shall be and hereby are subordinated and the payment thereof is deferred until
the full and final payment in cash of the Senior Debt, whether now or hereafter
incurred or owed by the Borrower. Notwithstanding the immediately preceding
sentence, the Borrower shall be permitted to pay, and each Subordinating
Creditor shall be permitted to receive the following:
(a) any regularly scheduled payment of interest on the Subordinated
Debt subject to the following limitations:
(i) Upon the occurrence of any failure by the Borrower to pay
any principal of or premium, if any, or any interest on any
Obligation or any fee or other amount owing to any holder of the
Senior Debt when the same becomes due and payable, whether at
maturity or a date fixed for the payment of any installment or
prepayment thereof or by declaration or acceleration or otherwise
(but after giving effect to any applicable grace periods so provided
in the Credit Agreement) (hereinafter referred to as a "Payment
Default"), no payment shall be made on the Subordinated Debt until
the earlier to occur of (x) the date on which all Payment Defaults
have been cured or waived by the holders of the Senior Debt in
writing or (y) payment in full in cash of the Senior
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Debt, the discharge of all Indebtedness and other Obligations under
the Credit Agreement and the permanent reduction of all Commitments
thereunder to zero;
(ii) If an Event of Default other than a Payment Default shall
have occurred, no payment of interest on the Subordinated Debt shall
be made for a period (the "Blockage Period") of time commencing upon
delivery by the Agent to the Borrower and the holders of the
Subordinated Debt of written notice specifying the Event of Default
(the "Blockage Notice") and continuing until the earlier to occur of
(A) 180 days from the date of delivery of the Blockage Notice, or
(B) the date on which all such Events of Default described in the
Blockage Notice have been cured or waived by the holders of the
Senior Debt in writing, PROVIDED that if such Event of Default is
waived by holders of the Senior Debt under the Credit Agreement or
is cured and any other Event of Default occurs or shall have
occurred then no payments shall be permitted under the foregoing
provisions of this paragraph (ii) until the expiration of 180 days
after receipt by the holders of the Subordinated Debt of written
notice from the Agent of such other Event of Default (or until the
cure thereof or waiver thereof by the holders of the Senior Debt if
such cure thereof or waiver occurs during such 180 day period).
Notwithstanding anything to the contrary contained herein, the
holders of the Senior Debt shall not be entitled to block payments
pursuant to any Blockage Notice delivered hereunder for more than
180 days during any 360 day period.
(iii) If any holder of Subordinated Debt receives payment from
the Borrower, such payment shall be deemed to constitute a
representation of the Borrower to the holders of the Senior Debt
that no Event of Default exists or would exist as a result of such
payment of interest, and that such payment is permitted to be paid
by the Borrower under this Agreement. In addition, the holders of
the Subordinated Debt shall be entitled to keep and retain such
payment unless the Agent shall have notified the holders of the
Subordinated Debt than an Event of Default in fact existed on the
date of such payment, in which case the holders of the Subordinated
Debt shall forthwith deliver such payment or an amount of cash equal
thereto to the Agent for application in payment of the Senior Debt;
provided that notwithstanding the foregoing, the holders of the
Senior Debt shall not be entitled to recover any such payment if (1)
such Event of Default was known to holders of the Senior Debt prior
to the time of such payment actually having been made and (2) the
holders of the Senior Debt did not send a Blockage Notice or
otherwise request such amounts be turned over pursuant to the terms
hereof within thirty (30) days after having been paid to the holders
of the Subordinated Debt; and
(b) any payments of principal on the Subordinated Debt that are
expressly permitted to be made under the Credit Agreement.
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3. ENFORCEMENT. No Subordinating Creditor will take or omit to take any
action or assert any claim with respect to the Subordinated Debt or otherwise
which is inconsistent with the provisions of this Agreement. Without limiting
the foregoing, no Subordinating Creditor will assert, collect or enforce the
Subordinated Debt or any part thereof or take any action to foreclose or realize
upon the Subordinated Debt or any part thereof or enforce any of the
Subordinated Documents except (a) in each such case as necessary, so long as no
Event of Default has occurred and is then continuing under the Credit Agreement
or would occur after giving effect thereto, to collect any sums expressly
permitted to be paid by the Borrower pursuant to Section 2, or (b) to the
extent (but only to such extent) that the commencement of a legal action may
be required to toll the running of any applicable statute of limitation.
Until the Senior Debt has been finally paid in full in cash, no Subordinating
Creditor shall have any right of subrogation, reimbursement, restitution,
contribution or indemnity whatsoever from any assets of the Borrower or any
guarantor of or provider of collateral security for the Senior Debt. The
Subordinating Creditor further waives any and all rights with respect to
marshalling.
4. PAYMENTS HELD IN TRUST. Each Subordinating Creditor will hold in trust
and immediately pay over to the Agent for the account of the Banks and the
Agent, in the same form of payment received, with appropriate endorsements, for
application to the Senior Debt any cash amount that the Borrower pays to such
Subordinating Creditor with respect to the Subordinated Debt, or as collateral
for the Senior Debt any other assets of the Borrower that such Subordinating
Creditor may receive with respect to the Subordinated Debt, in each case except
with respect to payments expressly permitted pursuant to Section 2.
5. DEFENSE TO ENFORCEMENT. If any Subordinating Creditor, in contravention
of the terms of this Agreement, shall commence, prosecute or participate in any
suit, action or proceeding against the Borrower, then the Borrower may interpose
as a defense or plea the making of this Agreement, and the Agent or any Bank may
intervene and interpose such defense or plea in its name or in the name of the
Borrower. If any Subordinating Creditor, in contravention of the terms of this
Agreement, shall attempt to collect any of the Subordinated Debt or enforce any
of the Subordinated Documents, then the Agent, any Bank or the Borrower may, by
virtue of this Agreement, restrain the enforcement thereof in the name of the
Agent or such Bank or in the name of the Borrower. If any Subordinating
Creditor, in contravention of the terms of this Agreement, obtains any cash or
other assets of the Borrower as a result of any administrative, legal or
equitable actions, or otherwise, such Subordinating Creditor agrees forthwith to
pay, deliver and assign to the Agent, for the account of the Banks and the
Agent, with appropriate endorsements, any such cash for application to the
Senior Debt and any such other assets as collateral for the Senior Debt.
6. BANKRUPTCY, ETC.
6.1 PAYMENTS RELATING TO SUBORDINATED DEBT. At any meeting of creditors of
the Borrower or in the event of any case or proceeding, voluntary or
involuntary, for the distribution, division or application of all or part of the
assets of the Borrower or the proceeds
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thereof, whether such case or proceeding be for the liquidation, dissolution or
winding up of the Borrower or its business, a receivership, insolvency or
bankruptcy case or proceeding, an assignment for the benefit of creditors or a
proceeding by or against the Borrower for relief under the federal Bankruptcy
Code or any other bankruptcy, reorganization or insolvency law or any other law
relating to the relief of debtors, readjustment of indebtedness, reorganization,
arrangement, composition or extension or marshalling of assets or otherwise, the
Agent is hereby irrevocably authorized at any such meeting or in any such
proceeding to receive or collect for the benefit of the Banks and the Agent any
cash or other assets of the Borrower distributed, divided or applied by way of
dividend or payment, or any securities issued on account of any Subordinated
Debt, and apply such cash to or to hold such other assets or securities as
collateral for the Senior Debt, and to apply to the Senior Debt any cash
proceeds of any realization upon such other assets or securities that the Agent
in its discretion elects to effect, until all of the Senior Debt shall have been
paid in full in cash, rendering to the Subordinating Creditors any surplus to
which the Subordinating Creditors are then entitled.
6.2 SECURITIES BY PLAN OF REORGANIZATION OR READJUSTMENT. Notwithstanding
the foregoing provisions of Section 6.1, each Subordinating Creditor shall be
entitled to receive and retain any securities of the Borrower or any other
corporation or other entity provided for by a plan of reorganization or
readjustment (a) the payment of which securities is subordinate at least to
the extent provided in this Agreement with respect to Subordinated Debt, to
the payment of all Senior Debt under any such plan of reorganization or
readjustment and (b) all other terms of which are acceptable to the Banks and
the Agent.
6.3 SUBORDINATED DEBT VOTING RIGHTS. At any such meeting of creditors or
in the event of any such case or proceeding, each Subordinating Creditor shall
retain the right to vote and otherwise act with respect to the Subordinated Debt
(including, without limitation, the right to vote to accept or reject any plan
of partial or complete liquidation, reorganization, arrangement, composition or
extension), PROVIDED that no Subordinating Creditor shall vote with respect to
any such plan or take any other action in any way so as to contest (a) the
validity of any Senior Debt or any collateral therefor or guaranties thereof,
(b) the relative rights and duties of any holders of any Senior Debt established
in any instruments or agreements creating or evidencing any of the Senior Debt
with respect to any of such collateral or guaranties or (c) any Subordinating
Creditor's obligations and agreements set forth in this Agreement.
7. SUBORDINATION. The Senior Debt, the Credit Agreement and the other Loan
Documents and any and all other documents and instruments evidencing or creating
the Senior Debt and all guaranties, mortgages, security agreements, pledges and
other collateral guarantying or securing the Senior Debt or any part thereof
shall be senior to the Subordinated Debt and all of the Subordinated Documents
irrespective of the time of the execution, delivery or issuance of any thereof.
The Subordinating Creditors hereby acknowledge and agree that the Subordinated
Debt is unsecured, is not guaranteed by any Person, the terms of such
Subordinated Documents do not provide for such Subordinated Debt to be secured
or
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guaranteed, and the Subordinating Creditors will not accept any security or
guarantees of the Subordinated Debt without the prior written consent of the
Agent.
8. BANKS' FREEDOM OF DEALING. Each Subordinating Creditor agrees, with
respect to the Senior Debt and any and all collateral therefor or guaranties
thereof, that the Borrower and the Banks may agree to (a) increase the amount of
the Senior Debt, provided that for purposes of this Agreement, that portion of
the Senior Debt which is entitled to the subordination provisions contained
herein shall be limited to all Obligations under the Credit Agreement and the
other Loan Documents PROVIDED that the aggregate principal amount thereof does
not exceed $34,000,000 at any time outstanding less the amount of any mandatory
principal payments made under the Credit Agreement that has permanently reduced
the borrowing capacity of the Borrower thereunder or (b) otherwise modify the
terms of any of the Senior Debt, and the Banks may grant extensions of the time
of payment or performance to and make compromises, including releases of
collateral or guaranties, and settlements with the Borrower and all other
persons, in each case without the consent of any Subordinating Creditor or the
Borrower and without affecting the agreements of any Subordinating Creditor or
the Borrower contained in this Agreement; PROVIDED however, that nothing
contained in this Section 8 shall constitute a waiver of the right of the
Borrower itself to agree or consent to a settlement or compromise of a claim
which the Agent or any Bank may have against the Borrower.
9. MODIFICATION OR SALE OF THE SUBORDINATED DEBT. No Subordinating
Creditor will, at any time while this Agreement is in effect, modify any of the
terms of any of the Subordinated Debt or any of the Subordinated Documents
except as expressly permitted by the Credit Agreement; nor will any
Subordinating Creditor sell, transfer, pledge, assign, hypothecate or otherwise
dispose of any or all of the Subordinated Debt to any person other than a person
who agrees in a writing, satisfactory in form and substance to the Agent, to
become a party hereto and to succeed to the rights and to bound by all of the
obligations of a Subordinating Creditor hereunder. In the case of any such
disposition by any Subordinating Creditor, such Subordinating Creditor will
notify the Agent at least ten (10) days prior to the date of any of such
intended disposition.
10. BORROWER'S OBLIGATIONS ABSOLUTE. Nothing contained in this Agreement
shall impair, as between the Borrower and any Subordinating Creditor, the
obligation of the Borrower to pay to such Subordinating Creditor all amounts
payable in respect of the Subordinated Debt as and when the same shall become
due and payable in accordance with the terms thereof, or prevent such
Subordinating Creditor (except as expressly otherwise provided in Section 3 or
Section 6) from exercising all rights, powers and remedies otherwise
permitted by Subordinated Documents and by applicable law upon a default in
the payment of the Subordinated Debt or under any Subordinated Document, all,
however, subject to the rights of the Agent and the Banks as set forth in
this Agreement.
11. TERMINATION OF SUBORDINATION. This Agreement shall continue in full
force and effect, and the obligations and agreements of each Subordinating
Creditor and the Borrower hereunder shall continue to be fully operative, until
all of the Senior Debt shall have been paid
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and satisfied in full in cash and such full payment and satisfaction shall be
final and not avoidable. To the extent that the Borrower or any guarantor of or
provider of collateral for the Senior Debt makes any payment on the Senior Debt
that is subsequently invalidated, declared to be fraudulent or preferential or
set aside or is required to be repaid to a trustee, receiver or any other party
under any bankruptcy, insolvency or reorganization act, state or federal law,
common law or equitable cause (such payment being hereinafter referred to as a
"Voided Payment"), then to the extent of such Voided Payment, that portion of
the Senior Debt that had been previously satisfied by such Voided Payment shall
be revived and continue in full force and effect as if such Voided Payment had
never been made. In the event that a Voided Payment is recovered from the Agent
or any Bank, an Event of Default shall be deemed to have existed and to be
continuing under the Credit Agreement from the date of the Agent's or such
Bank's initial receipt of such Voided Payment until the full amount of such
Voided Payment is restored to the Agent or such Bank. During any continuance of
any such Event of Default, this Agreement shall be in full force and effect with
respect to the Subordinated Debt. To the extent that any Subordinating Creditor
has received any payments with respect to the Subordinated Debt subsequent to
the date of the Agent's or any Bank's initial receipt of such Voided Payment and
such payments have not been invalidated, declared to be fraudulent or
preferential or set aside or are required to be repaid to a trustee, receiver,
or any other party under any bankruptcy act, state or federal law, common law or
equitable cause, such Subordinating Creditor shall be obligated and hereby
agrees that any such payment so made or received shall be deemed to have been
received in trust for the benefit of the Agent or such Bank, and such
Subordinating Creditor hereby agrees to pay to the Agent for the benefit of the
Agent or (as the case may be) such Bank, upon demand, the full amount so
received by such Subordinating Creditor during such period of time to the extent
necessary fully to restore to the Agent or such Bank the amount of such Voided
Payment. Upon the payment and satisfaction in full in cash of all of the Senior
Debt, which payment shall be final and not avoidable, this Agreement will
automatically terminate without any additional action by any party hereto.
12. NOTICES. All notices and other communications which are required and
may be given pursuant to the terms of this Agreement shall be in writing and
shall be sufficient and effective in all respects if given in writing or
telecopied, delivered or mailed by registered or certified mail, postage
prepaid, as follows:
If to the Agent: BankBoston, N.A.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxx, Vice President
with a copy to: Xxxxxx Xxxxxxxxx Barish, Esq.
Xxxxxxx Xxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
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If to the Subordinating
Creditors: Summit Partners
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxx
with a copy to: Xxxxx Xxxxxx, Esq.
Xxxxxxxx, Xxxxxxx & Xxxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
If to the Borrower: Stride & Associates, Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Chief Executive Officer
or such other address or addresses as any party hereto shall have designated by
written notice to the other parties hereto. Notices shall be deemed given and
effective upon the earlier to occur of (a) the third day following deposit
thereof in the U.S. mail or (b) receipt by the party to whom such notice is
directed.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL BE A
SEALED INSTRUMENT UNDER SUCH LAWS.
14. WAIVER OF JURY TRIAL. EACH OF THE SUBORDINATING CREDITORS AND THE
BORROWER EACH HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION
OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY
RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND
OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW, EACH OF THE SUBORDINATING CREDITORS
AND THE BORROWER HEREBY WAIVES ANY RIGHT WHICH IT MAY HAVE TO CLAIM OR RECOVER
IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. EACH OF THE SUBORDINATING CREDITORS AND THE BORROWER (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT OR ANY BANK HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR ANY BANK WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B)
ACKNOWLEDGES THAT THE AGENT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.
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15. SUBROGATION, ETC. Subject to the indefeasible repayment in full in
cash of all Senior Debt, the holders of the Subordinated Debt shall be
subrogated to the rights of the holders of Senior Debt to receive payments or
distributions of assets of the Borrower made on the Senior Debt until the
Subordinated Debt shall be paid in full and, for the purposes of such
subrogation, no payments or distributions to the holders of Senior Debt of any
cash, property or securities to which the holders of the Subordinated Debt would
be entitled except for the provisions of this Agreement, and no payment pursuant
to the provisions of this Agreement to the holders of Senior Debt, by the
holders of the Subordinated Debt, shall, as between the Borrower, the creditors
of the Borrower (other than the holders of Senior Debt) and the holders of the
Subordinated Debt, be deemed to be a payment by the Borrower to or on account of
Senior Debt; it being understood that the provisions of this Agreement are and
are intended solely for the purpose of defining the relative rights of the
holders of the Subordinated Debt on the one hand, and the holders of Senior Debt
on the other hand.
16. MISCELLANEOUS. This Agreement may be executed in several counterparts
and by each party on a separate counterpart, each of which when so executed and
delivered shall be an original, and all of which together shall constitute one
instrument. In proving this Agreement, it shall not be necessary to produce or
account for more than one such counterpart signed by the party against which
enforcement is sought. The Agent, acting upon the instructions of the requisite
Banks, may, in their sole and absolute discretion, waive any provisions of this
Agreement benefiting the Agent and the Banks; PROVIDED, HOWEVER, that such
waiver shall be effective only if in writing and signed by the Agent and shall
be limited to the specific provision or provisions expressly so waived. This
Agreement shall be binding upon the successors and assigns of each Subordinating
Creditor and the Borrower and shall inure to the benefit of the Agent and the
Banks, the Agent's and the Banks' respective successors and assigns, any lender
or lenders refunding or refinancing any of the Senior Debt and their respective
successors and assigns, but shall not otherwise create any rights or benefits
for any third party. In the event that any lender or lenders refund or refinance
any of the Senior Debt, the terms "Credit Agreement", "Loan Documents", "Event
of Default" and the like shall refer MUTATIS MUTANDIS to the agreements and
instruments in favor of such lender or lenders and to the related definitions
contained therein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
BANKBOSTON, N.A., As Agent
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Xxxx X. Xxxxxxx, Vice President
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SUMMIT INVESTORS III, L.P.
By: /s/ Xxx Xxxxxxx
---------------------------------
Title
SUMMIT SUBORDINATED DEBT FUND II, L.P.
By: /s/ Xxx Xxxxxxx
--------------------------------
Title:
STRIDE & ASSOCIATES, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------
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COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss June 4, 1998
Then personally appeared the above-named Xxx Xxxxxxx, of Summit
Investors III, L.P. and acknowledged the foregoing instrument to be his free
act and deed and the free act and deed of Summit Investors III, L.P.
Before me, /s/ Xxxx Xxxxxxxxxx
---------------------------------------
Notary Public
My Commission expires: 9/13/02
-----------------
COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss June 4, 1998
Then personally appeared the above-named Xxx Xxxxxxx, of Summit
Subordinated Debt Fund II, L.P. and acknowledged the foregoing instrument to
be his free act and deed and the free act and deed of Summit Debt Fund II,L.P.
Before me,
/s/ Xxxx Xxxxxxxxxx
---------------------------------------
Notary Public
My Commission expires: 9/13/02
-----------------
COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss June 4, 1998
Then personally appeared the above-named Xxxxxxx Xxxxxxxxx, President of
Stride & Associates, Inc. and acknowledged the foregoing instrument to be his
free act and deed and the free act and deed of Stride & Associates, Inc.
Before me,
/s/ Xxxx Xxxxxxxxxx
---------------------------------------
Notary Public
My Commission expires: 9/13/02
-----------------
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