EXHIBIT 10(WWW)
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of June 27, 1996 by
and among GRAPHIC INDUSTRIES, INC., a corporation organized under the laws of
the State of Georgia (the "Borrower"), the Lenders appearing on the signature
pages hereof (the "Lenders") and NATIONSBANK, N.A. (SOUTH), successor to
NationsBank of Georgia, National Association, as Agent (the "Agent").
WHEREAS, the Borrower, the Lenders and the Agent entered into that
certain Credit Agreement dated as of December 21, 1995 (the "Credit Agreement")
pursuant to which the Lenders made certain financial accommodations available to
the Borrower;
WHEREAS, the Borrower has requested that the Lenders and the Agent
amend the Credit Agreement in certain respects; and
WHEREAS, the Lenders and the Agent are willing to so amend the Credit
Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties, the parties
hereto agree as follows:
SECTION 1. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is
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hereby amended by deleting in its entirety the defined term "Consolidated
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EBITDA" contained in Section 1.1 thereof and substituting in lieu thereof the
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following:
" 'Consolidated EBITDA' means, with respect to the Borrower and its
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Subsidiaries for any period of computation thereof, the sum of, without
duplication, (i) Consolidated Net Income plus (ii) Consolidated Interest
Expense for such period plus (iii) taxes on income provided for during such
period plus (iv) amortization for such period plus (v) depreciation for
such period, but in each case only to the extent deducted when calculating
Consolidated Net Income; provided, however, that no part of the
restructuring charge as of April 30, 1996 pertaining to Graphic Direct,
Inc., Illinois and The Xxxxx Printing Company, Inc. in the amount of
$6,026,500 shall be added to or subtracted from clause (i) immediately
above nor shall any of the associated tax benefit of $2,973,500 be added to
or subtracted from clause (iii) above."
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SECTION 2. CONSENT AND WAIVER. Effective upon the Amendment Effective
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Date (as defined below), the Agent and the Lenders hereby consent to, and waive
any Default or Event of Default arising solely by reason of (a) the sale or
other disposition of assets owned by Graphic Direct, Inc., Illinois ("Graphic
Direct") and The Xxxxx Printing Company, Inc. as described in that certain
letter dated June 5, 1996 from the Borrower to the Agent and each of the
Lenders; and (b) the acquisition by Graphic Direct of that certain Promissory
Note dated May 30, 1996 in the original principal amount of $1,500,000 executed
by Xxxxxxx & Xxxx, Inc. ("Xxxxxxx & Quin") in favor of Graphic Direct, which
Promissory Note was issued to Graphic Direct in partial consideration for the
sale of certain assets owned by Graphic Direct pursuant to the terms of that
certain Asset Purchase Agreement dated as of May 30, 1996 among Xxxxxxx & Xxxx,
Graphic Direct and the Borrower. The foregoing waiver shall not be construed to
be a waiver of any other Default or Event of Default that may be in existence
under the Credit Agreement as of the date hereof. Further, such consent and
waiver shall not be construed as a consent or waiver of any future violation of
any of the terms, conditions or other provisions of the Credit Agreement,
including, without limitation, Section 10.4 or Section 10.7 thereof, nor shall
the Borrower, by receipt of the foregoing consent and waiver, expect that such a
consent or waiver will be given in the future.
SECTION 3. EFFECTIVENESS OF AMENDMENT. This First Amendment shall not be
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effective until the date (the "Amendment Effective Date") the following
conditions precedent to effectiveness shall be satisfied:
(a) this First Amendment shall be executed and delivered by the Borrower,
the Agent and each of the Lenders; and
(b) the Agent shall have received a certificate from the Treasurer of the
Borrower certifying that, after giving effect to this First Amendment, no
Default or Event of Default under the Credit Agreement will be in existence.
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SECTION 4. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES.
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(a) In order to induce the Agent and the Lenders to enter into this First
Amendment, the Borrower hereby reaffirms each of the representations and
warranties of the Borrower contained in the Credit Agreement as of the date
hereof except to the extent that such representations and warranties expressly
relate solely to an earlier date (in which case such representations and
warranties were true and accurate on and as of such earlier date) and except for
changes in factual circumstances specifically and expressly permitted under the
Credit Agreement.
(b) After giving effect to this First Amendment, the Borrower represents
and warrants to the Agent and the Lenders that no Default or Event of Default
has occurred or is continuing under the Credit Agreement.
(c) The execution, delivery and performance of this First Amendment by the
Borrower does not require the consent of any other Person under any document,
instrument or agreement to which the Borrower is a party or under which the
Borrower is bound.
SECTION 5. REFERENCES TO THE CREDIT AGREEMENT. Each reference to the
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Credit Agreement in any of the Loan Documents shall be deemed to be a reference
to the Credit Agreement, as amended by this First Amendment, and as the same may
be further amended, restated, supplemented or otherwise modified from time to
time in accordance with Section 14.7 of the Credit Agreement. Further, the
Borrower hereby acknowledges and agrees that all references to "NationsBank of
Georgia, National Association" in its individual capacity or in its capacity as
Agent (and any defined term used to designate "NationsBank of Georgia, National
Association" in its individual capacity or in its capacity as Agent) contained
in the Credit Agreement and the other Loan Documents shall be deemed to be
references to "NationsBank, N.A. (South)".
SECTION 6. BENEFITS. This First Amendment shall be binding upon, and
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shall inure to the benefit of, the parties hereto and their respective
successors and assigns.
SECTION 7. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
SECTION 8. EFFECT. Except as expressly herein amended, the terms and
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conditions of the Credit Agreement shall remain in full force and effect without
amendment or modification, express or implied.
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SECTION 9. COUNTERPARTS. This First Amendment may be executed in any
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number of counterparts, each of which shall be deemed to be an original and
shall be binding upon all parties, their successors and assigns.
SECTION 10. DEFINITIONS. All capitalized terms which are used herein and
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not otherwise defined herein shall have the meanings given such terms as set
forth in the Credit Agreement.
[SIGNATURES CONTAINED ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Credit Agreement to be executed under seal by their duly authorized officers as
of the date first above written.
THE BORROWER:
GRAPHIC INDUSTRIES, INC.
By:
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Title:
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THE AGENT:
NATIONSBANK, N.A. (SOUTH), as Agent and
as a Lender
By:
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Title:
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[SIGNATURES CONTINUED ON NEXT PAGE]
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[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT DATED
AS OF JUNE 27, 1996 WITH GRAPHIC INDUSTRIES, INC.]
THE LENDERS:
SUNTRUST BANK, ATLANTA
By:
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Title:
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By:
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Title:
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TEXAS COMMERCE BANK, NATIONAL
ASSOCIATION
By:
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Title:
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BANK OF AMERICA, F.S.B.
By:
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Title:
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CORESTATES BANK, NATIONAL
ASSOCIATION
By:
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Title:
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[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT DATED
AS OF JUNE 27, 1996 WITH GRAPHIC INDUSTRIES, INC.]
FLEET NATIONAL BANK
By:
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Title:
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MARINE MIDLAND BANK, N.A.
By:
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Title:
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PNC BANK, NATIONAL ASSOCIATION
By:
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Title:
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SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of November 18,
1996 by and among GRAPHIC INDUSTRIES, INC., a corporation organized under the
laws of the State of Georgia (the "Borrower"), the Lenders appearing on the
signature pages hereof (the "Lenders") and NATIONSBANK, N.A. (SOUTH), successor
to NationsBank of Georgia, National Association, as Agent (the "Agent").
WHEREAS, the Borrower, the Lenders and the Agent entered into that
certain Credit Agreement dated as of December 21, 1995, as amended by that
certain First Amendment to Credit Agreement dated as of June 27, 1996 (as so
amended, the "Credit Agreement") pursuant to which the Lenders made certain
financial accommodations available to the Borrower;
WHEREAS, the Borrower has requested that the Lenders and the Agent
amend the Credit Agreement in certain respects; and
WHEREAS, the Lenders and the Agent are willing to so amend the Credit
Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties, the parties
hereto agree as follows:
SECTION 1. SPECIFIC AMENDMENTS TO CREDIT AGREEMENT.
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(a) The Credit Agreement is hereby amended by deleting the defined
term "Excess Amount" contained in Section 1.1 thereof and substituting in lieu
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thereof the following:
" 'Excess Amount' means, on any date of determination as set forth in
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the Borrowing Base Certificate, the lesser of: (i) $35,000,000 and (ii) 50%
of the difference of: (A) the net book value of all Equipment that is
owned by the Borrower and its Subsidiaries minus (B) the aggregate
principal amount of all Indebtedness outstanding at such time and secured
by Equipment. The Agent and the Requisite Lenders may, at their sole and
absolute discretion, exclude from the Excess Amount any Equipment of a
Subsidiary or Business Unit that is acquired after the Agreement Date."
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(b) The Credit Agreement is hereby further amended by deleting the defined
term "Revolving Commitment" contained in Section 1.1 thereof and substituting in
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lieu thereof the following:
" 'Revolving Commitment' means $120,000,000, as the same may be
--------------------
reduced from time to time pursuant to the terms of this Agreement."
(c) The Credit Agreement is hereby further amended by deleting the defined
term "Revolving Termination Date" contained in Section 1.1 thereof and
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substituting in lieu thereof the following:
" 'Revolving Termination Date' means December 21, 1998 or such date as
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may be extended pursuant to Section 2.8 hereof."
(d) The Credit Agreement is hereby further amended by deleting the Annex I
attached to the Credit Agreement and substituting in lieu thereof the Annex I
attached hereto as Exhibit A.
SECTION 2. ACKNOWLEDGMENT REGARDING REVOLVING TERMINATION DATE
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EXTENSIONS/ADDITIONAL LOAN PARTY. The parties hereto acknowledge and agree that
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(i) notwithstanding the amendment and resulting extension of the Revolving
Termination Date pursuant to Section 1(c) above, the Borrower may request up to
two successive one-year extensions of the Revolving Termination Date pursuant
to, and in accordance with, Section 2.8 of the Credit Agreement and (ii)
effective as of November 4, 1996, Presstar Printing Corporation, a Maryland
corporation, became a Loan Party under the Credit Agreement.
SECTION 3. EFFECTIVENESS OF AMENDMENT. This Second Amendment shall not be
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effective until the date the following conditions precedent to effectiveness
shall be satisfied:
(a) this Second Amendment shall be executed and delivered by the Borrower,
the Agent and each of the Lenders;
(b) the Borrower shall have delivered to the Agent duly executed
replacement Revolving Notes, dated the date hereof, payable to the order of each
Lender, and in a principal amount equal to the amount of each such Lender's
Commitment after giving effect to this Second Amendment;
(c) the Agent shall have received a certificate from the Treasurer of the
Borrower certifying that, after giving effect to this Second Amendment, no
Default or Event of Default under the Credit Agreement will be in existence; and
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(d) the Agent shall have received a certificate from the Secretary or
Assistant Secretary of the Borrower certifying (i) the names and true signatures
of the officers of the Borrower authorized to sign certain instruments and
documents required to be delivered by the Company pursuant to this Second
Amendment; and (ii) certain matters relating to the articles of incorporation
and by-laws of the Borrower and the resolutions of the Board of Directors of the
Borrower approving the transactions contemplated hereby.
SECTION 4. REPRESENTATIONS AND WARRANTIES.
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(a) In order to induce the Agent and the Lenders to enter into this Second
Amendment, the Borrower hereby reaffirms each of the representations and
warranties of the Borrower contained in the Credit Agreement as of the date
hereof except to the extent that such representations and warranties expressly
relate solely to an earlier date (in which case such representations and
warranties were true and accurate on and as of such earlier date) and except for
changes in factual circumstances specifically and expressly permitted under the
Credit Agreement.
(b) The Borrower hereby represents and warrants to the Agent and the
Lenders that, after giving effect to this Second Amendment: (i) no Default or
Event of Default has occurred or is continuing under the Credit Agreement; (ii)
no Material Adverse Change has occurred since the Agreement Date; and (iii) the
Credit Obligations constitute "Senior Debt" under and as defined in the
Subordinated Debenture Indenture.
(c) The Borrower hereby represents and warrants to the Agent and the
Lenders that the execution, delivery and performance of this Second Amendment by
the Borrower, and the performance by the Borrower of its obligations under the
Credit Agreement (as amended hereby) in accordance with its terms, do not and
will not, by the passage of time, the giving of notice or otherwise: (i)
require any Government Approval or violate any Applicable Law relating to the
Borrower; (ii) conflict with, result in a breach of or constitute a default
under the articles of incorporation or by-laws of the Borrower, or any
indenture, agreement or other instrument to which the Borrower is a party or by
which it or any of its properties may be bound; (iii) result in or require the
creation or imposition of any Lien upon or with respect to any property now
owned or hereafter acquired by the Borrower; or (iv) require the consent of any
other Person under any document, instrument or agreement to which the Borrower
is a party or under which the Borrower is bound.
SECTION 5. REFERENCES TO THE CREDIT AGREEMENT. Each reference to the
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Credit Agreement in any of the Loan Documents shall be deemed to be a reference
to the Credit Agreement, as amended by this Second Amendment, and as the same
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may be further amended, restated, supplemented or otherwise modified from time
to time in accordance with Section 14.7 of the Credit Agreement.
SECTION 6. EXPENSES. Pursuant to Section 14.2 of the Credit Agreement,
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the Borrower shall reimburse the Agent upon demand for all costs and expenses
(including reasonable attorneys' fees) incurred by the Agent in connection with
the preparation, negotiation, execution and delivery of this Second Amendment
and the other agreements, certificates and documents executed and delivered in
connection herewith.
SECTION 7. BENEFITS. This Second Amendment shall be binding upon, and
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shall inure to the benefit of, the parties hereto and their respective
successors and assigns.
SECTION 8. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
SECTION 9. EFFECT. Except as expressly herein amended, the terms and
------
conditions of the Credit Agreement shall remain in full force and effect without
amendment or modification, express or implied.
SECTION 10. COUNTERPARTS. This Second Amendment may be executed in any
------------
number of counterparts, each of which shall be deemed to be an original and
shall be binding upon all parties, their successors and assigns.
SECTION 11. DEFINITIONS. All capitalized terms which are used herein and
-----------
not otherwise defined herein shall have the meanings given such terms as set
forth in the Credit Agreement.
[SIGNATURES CONTAINED ON FOLLOWING PAGE]
-4-
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
Credit Agreement to be executed under seal by their duly authorized officers as
of the date first above written.
THE BORROWER:
GRAPHIC INDUSTRIES, INC.
By:
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Title:
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THE AGENT:
NATIONSBANK, N.A. (SOUTH), as Agent
By:
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Title:
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[SIGNATURES CONTINUED ON NEXT PAGE]
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT DATED
AS OF NOVEMBER 18, 1996 WITH GRAPHIC INDUSTRIES, INC.]
THE LENDERS:
NATIONSBANK, N.A. (SOUTH)
By:
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Title:
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SUNTRUST BANK, ATLANTA
By:
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Title:
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By:
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Title:
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TEXAS COMMERCE BANK, NATIONAL
ASSOCIATION
By:
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Title:
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BANK OF AMERICA, F.S.B.
By:
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Title:
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT DATED
AS OF NOVEMBER 18, 1996 WITH GRAPHIC INDUSTRIES, INC.]
CORESTATES BANK, NATIONAL
ASSOCIATION
By:
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Title:
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FLEET NATIONAL BANK
By:
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Title:
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MARINE MIDLAND BANK, N.A.
By:
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Title:
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PNC BANK, NATIONAL ASSOCIATION
By:
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Title:
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EXHIBIT A
ANNEX I
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LIST OF LENDERS, COMMITMENT AMOUNTS AND LENDING OFFICES
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Information Regarding Agent
NationsBank, N.A. (South)
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Wiring Instructions for Funding of Revolving Loans to Agent and for Payment of
Revolving Loans/Swing Line Loans by Borrower:
NationsBank, N.A. (South)
ABA #061-000052 Attn: Corporate Credit Support
Account #: 13662101019970
Reference: Graphic Industries
AGENT COMMITMENT:
NATIONSBANK, N.A. (SOUTH) Initial Commitment Amount: $27,000,000
Commitment Percentage: 22.50%
Lending Office (All types):
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000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
CO-AGENT COMMITMENTS:
SUNTRUST BANK, ATLANTA Initial Commitment Amount: $19,000,000
Lending Office (All types): Commitment Percentage: 15.833333333%
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00 Xxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Wiring Instructions:
SunTrust Bank, Atlanta
ABA #: 000000000
Acct.# Wire Clearing General - 013
Attention: Jan Kanapke - 581-1601
Reference: Graphic Industries
TEXAS COMMERCE BANK, NATIONAL
ASSOCIATION Initial Commitment Amount: $19,000,000
Lending Office (All types): Commitment Percentage: 15.833333333%
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0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxx
Telephone: 713/000-0000
Telecopy: 713/850-2459
Wiring Instructions:
Texas Commerce Bank, National Association
ABA #: 000000000
Acct.# 0040266247
Attention: Xxxx X. Xxxxxx
Reference: Graphic Industries
COMMITMENTS OF ADDITIONAL LENDERS:
BANK OF AMERICA F.S.B. Initial Commitment Amount: $11,000,000
Lending Office (All types): Commitment Percentage: 9.166666667%
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Bank of America F.S.B.
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Telephone: 404/000-0000 Telecopy: 404/815-5919
Wiring Instructions:
Bank of America F.S.B.
ABA #: 000000000
Acct. #15918 84043
Attention: Xxxx Xxxxxx
Reference: Graphic Industries
A-2
CORESTATES BANK, NATIONAL ASSOCIATION Initial Commitment Amount: $11,000,000
Lending Office (All types): Commitment Percentage: 9.166666667%
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CoreStates Bank, National Association
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxx
Wiring Instructions:
CoreStates Bank, National Association
ABA #: 0310-00011
Acct. #0132-0452
Attention: Xxxxxx Tieczwoc
Reference: Graphic Industries
A-3
FLEET NATIONAL BANK Initial Commitment Amount: $11,000,000
Lending Office (All types): Commitment Percentage: 9.166666667%
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Fleet National Bank
One Federal Street, Mailcode MA OF DO41
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxx X. Xxxxxx
Wiring Instructions:
Fleet National Bank
ABA #: 000-000-000
Acct.# 1510351
Attention: Xxx X. Xxxxxx
Reference: Graphic Industries
MARINE MIDLAND BANK, N.A. Initial Commitment Amount: $11,000,000
Lending Office (All types): Commitment Percentage: 9.166666667%
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Marine Midland Bank
0000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Childs, Jr.
Wiring Instructions:
Marine Midland Bank
ABA #: 000000000
Acct.#: 750881267
Attention: Xxxxxxx Prodelski
Reference: Graphic Industries
A-4
PNC BANK, NATIONAL ASSOCIATION Initial Commitment Amount: $11,000,000
Lending Office (All types): Commitment Percentage: 9.166666667%
PNC Bank, National Association
Xxx XXX Xxxxx, 0xx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxx Xxxxx (Commercial Banking Officer) 412/762-4852
Attention: Xxxxxx Xxxxxxx (Administration) 412/762-2293
412/000-0000 (fax)
Wiring Instructions:
PNC Bank, National Association
ABA #: 000-000-000
Acct.# N/A
Attention: Commercial Loan Operations
Reference: Graphic Industries
_____________________________________
TOTAL REVOLVING COMMITMENT: $120,000,000
A-5
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of January 31, 1997
by and among GRAPHIC INDUSTRIES, INC., a corporation organized under the laws of
the State of Georgia (the "Borrower"), the Lenders appearing on the signature
pages hereof (the "Lenders") and NATIONSBANK, N.A. (SOUTH), successor to
NationsBank of Georgia, National Association, as Agent (the "Agent").
WHEREAS, the Borrower, the Lenders and the Agent entered into that
certain Credit Agreement dated as of December 21, 1995, as amended by that
certain First Amendment to Credit Agreement dated as of June 27, 1996, and as
further amended by that certain Second Amendment to Credit Agreement dated as of
November 18, 1996 (as so amended, the "Credit Agreement") pursuant to which the
Lenders made certain financial accommodations available to the Borrower; and
WHEREAS, the parties desire to further amend the Credit Agreement in
certain respects on the terms herein contained.
NOW, THEREFORE, for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties, the parties
hereto consent and agree as follows:
(i) The Agent is hereby authorized to release the Lenders' Lien in the
general intangibles of the Borrower and/or Subsidiaries of the Borrower listed
on Exhibit B attached hereto (the "Released Collateral");
(ii) The Borrower and/or Subsidiaries of the Borrower are hereby
authorized to xxxxx x Xxxx in the Released Collateral to secure Indebtedness
permitted under Section 10.2(g) of the Credit Agreement; and
(iii) The Agent is hereby authorized from time to time without the
consent of the Lenders to release collateral consisting of general intangibles
of the Borrower and/or Subsidiaries of the Borrower (including the types
included in the Released Collateral) relating solely to real property being
financed or refinanced pursuant to Section 10.2(g) of the Credit Agreement.
Except as expressly herein amended, the terms and conditions of the
Credit Agreement shall remain in full force and effect without amendment or
modification, express or implied.
This Third Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original and shall be binding upon all
parties, their successors and assigns.
All capitalized terms which are used herein and not otherwise defined
herein shall have the meanings given such terms as set forth in the Credit
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to Credit Agreement to be executed under seal by their duly authorized
officers as of the date first above written.
THE BORROWER:
GRAPHIC INDUSTRIES, INC.
By:
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Title:
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THE AGENT:
NATIONSBANK, N.A. (SOUTH), as Agent
By:
-----------------------------------
Title:
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THE LENDERS:
NATIONSBANK, N.A. (SOUTH)
By:
-----------------------------------
Title:
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SUNTRUST BANK, ATLANTA
By:
-----------------------------------
Title:
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By:
-----------------------------------
Title:
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2
[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT DATED AS OF JANUARY 31,
1997]
TEXAS COMMERCE BANK, NATIONAL
ASSOCIATION
By:
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Title:
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BANK OF AMERICA, F.S.B.
By:
-----------------------------------
Title:
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CORESTATES BANK, NATIONAL
ASSOCIATION
By:
-----------------------------------
Title:
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FLEET NATIONAL BANK
By:
-----------------------------------
Title:
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MARINE MIDLAND BANK, N.A.
By:
-----------------------------------
Title:
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PNC BANK, NATIONAL ASSOCIATION
By:
-----------------------------------
Title:
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3
