FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment"), dated
as of December 7, 2001, among USOL HOLDINGS, INC., a corporation organized and
existing under the laws of the State of Oregon ("Holdings"), USOL, INC., a
corporation organized and existing under the laws of the State of Delaware (the
"Borrower"), the financial institutions from time to time party to the Credit
Agreement referred to below (each, a "Bank" and collectively, the "Banks"), BNP
PARIBAS (f/k/a PARIBAS), as Administrative Agent (in such capacity, the
"Administrative Agent"), BNP PARIBAS (f/k/a PARIBAS), as Syndication Agent (in
such capacity, the "Syndication Agent") and DEUTSCHE BANK AG, NEW YORK BRANCH,
as Documentation Agent (in such capacity, the "Documentation Agent"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, Holdings, the Banks, the Administrative Agent, the
Syndication Agent and the Documentation Agent are parties to a Credit Agreement,
dated as of December 30, 1999 (as amended, modified and/or supplemented to, but
not including, the date hereof, the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions of this Amendment, the parties
hereto wish to amend the Credit Agreement and waive a certain Event of Default
that occurred and is existing pursuant to the Credit Agreement, all as herein
provided;
NOW, THEREFORE, it is agreed:
I. Amendments and Waiver to Credit Agreement.
1. Section 2.03 of the Credit Agreement is hereby amended by (i) deleting
the text "(a)" appearing at the beginning of said Section and (ii) deleting
clause (b) appearing in said Section in its entirety.
2. Section 3.02(B)(c) of the Credit Agreement is hereby amended by (i)
inserting the text "(1)" immediately prior to the text "Proceeds from the
exercise of warrants" appearing in said Section and (ii) inserting the text "and
(2) 100% of the Grande Net Sale Proceeds received by Holdings or any Subsidiary
thereof from time to time pursuant to the Grande Communications Asset Sale shall
be used to repay outstanding Loans but there shall not be any reduction to the
Total Commitment as a result of such repayment" immediately prior to the period
set forth in said Section.
3. Section 6.08(a) of the Credit Agreement is hereby amended by deleting
said Section in its entirety and inserting the following new Section 6.08(a) in
lieu thereof:
"(a) All proceeds of the Loans incurred by the Borrower shall be used for
(i) Capital Expenditures and general corporate and working capital purposes
solely in connection with the maintenance, development, expansion and
operation of Cable Passings, Internet Passings and Telephone Passings in
the greater metropolitan areas of Dallas/Forth Worth, Texas, Houston,
Texas, Denver, Colorado, Washington, DC and Portland, Oregon, (ii) on or
prior to the date of consummation of each Closing (as defined under the
Grande Communications Asset Sale Agreement) pursuant to the Grande
Communications Asset Sale and the sale of the affected assets thereunder,
general corporate and working capital purposes solely in connection with
the maintenance and operation of those Cable Passings, Internet Passings
and Telephone Passings in the greater metropolitan areas of San Antonio,
Texas and Austin, Texas (it being understood and agreed by the parties
hereto that at no time shall the Borrower be permitted to use the Loans in
connection with the expansion, development or establishment of any new
Cable Passings, Internet Passings and/or Telephone Passings in the greater
metropolitan areas of San Antonio, Texas and Austin, Texas), (iii) general
corporate and working capital purposes solely in connection with the
performance of its obligations pursuant to the Grande Communications
Services Agreement and (iv) general corporate and working capital purposes
solely in connection with the maintenance and operation of the Borrower's
and Holdings' corporate headquarters in Austin, Texas.".
4. Section 7.01(f) of the Credit Agreement is hereby amended by (i)
deleting the text "and" appearing immediately prior to the text "8.08" set forth
in said Section and inserting a comma in lieu thereof and (ii) inserting the
text "and 8.20 through 8.23" immediately following the text "through 8.13"
appearing in said Section.
5. Section 7 of the Credit Agreement is hereby further amended by inserting
the following new Section 7.21 immediately following Section 7.20 appearing in
said Section:
"7.21 Updated Schedules and Annexes to Credit Documents. The Borrower shall
promptly provide to the Administrative Agent, and in any event within 30
days following the Fourth Amendment Effective Date, updated true and
correct Schedules to the Credit Agreement and updated true and correct
Annexes to each of the Pledge Agreements and the Security Agreement
(collectively, the "Updated Schedules and Annexes"), which Updated
Schedules and Annexes shall be prepared as if such Updated Schedules and
Annexes were prepared as of the Fourth Amendment Effective Date and shall
be in form, scope and substance satisfactory to the Administrative Agent.
Upon delivery of the Updated Schedules and Annexes, the Borrower, Holdings
and each of their respective Subsidiaries shall take any and all actions
requested by Administrative Agent pursuant to Section 7.17 in connection
with any new Collateral described in such Updated Schedules and Annexes.".
6. Section 8.02 of the Credit Agreement is hereby amended by inserting the
text "and Sections 8.20 through 8.23" immediately following the text "Sections
8.08 through 8.13" appearing in clauses (iv) and (v) of the proviso set forth in
said Section.
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7. Section 8.02 of the Credit Agreement is hereby further amended by (i)
deleting the text "and" appearing at the end of clause (ix) of said Section,
(ii) deleting the period appearing at the end of clause (x) of said Section and
inserting the text "; and" in lieu thereof and (iii) inserting the following new
clause (xi) immediately following clause (x) appearing in said Section:
"(xi) the Borrower may consummate the sale of certain assets related to the
provision of cable television, digital cable, local dial tone, long
distance, dial-up internet access and/or high speed internet access
services located on and serving those multi-family development units in the
Austin/San Antonio corridor and listed on Annex A hereto to Grande
Communications, Inc. (the "Grande Communications Asset Sale"); provided,
that (a) immediately prior to, and immediately following, the consummation
of the Grande Communications Asset Sale (including, without limitation, as
of the date of the consummation of each Closing (as defined in the Grande
Communications Asset Sale Documents) in connection thereto), there shall
not have occurred and be continuing any Default or Event of Default, (b)
the Grande Communications Asset Sale shall have been consummated in
accordance with the Grande Communications Asset Sale Documents and
applicable law and the Borrower shall have obtained any and all necessary
consents, approvals and/or licenses required by any governmental authority
or third party in connection with the Grande Communications Asset Sale, (c)
immediately prior to the consummation of each Closing (as defined in the
Grande Communications Asset Sale Agreement), or immediately following the
consummation of each such Closing (as defined in the Grande Communications
Asset Sale Agreement), no event shall have occurred that could reasonably
be expected to have a material adverse effect on the performance, business,
assets, nature of assets, liabilities (contingent or otherwise),
operations, properties, condition (financial or otherwise), solvency or
prospects of the Borrower, Holdings and/or any of their respective
Subsidiaries, (d) in connection with the Grande Communications Asset Sale,
the Borrower shall have received (A) on the Initial Closing Date (as
defined in the Grande Communications Asset Sale Agreement), cash proceeds
of at least $4,200,000, (B) as of the date of the first Interim Closing (as
defined in the Grande Communications Asset Sale Agreement), aggregate cash
proceeds of at least $7,600,000, (C) as of the date of the second Interim
Closing (as defined in the Grande Communications Asset Sale Agreement),
aggregate cash proceeds of at least $10,900,000 and (D) as of the Final
Closing Date (as defined in the Grande Communications Asset Sale
Agreement), aggregate cash proceeds of at least $13,377,626 (subject to any
adjustments required to be made on such date in accordance with the Grande
Communications Asset Sale Agreement solely in connection with any assets
contemplated to be sold pursuant to the Grande Communications Asset Sale
Agreement on such date but which assets cannot be sold as a result of the
failure of the Borrower to obtain certain required consents), (e) the
Grande Communications Asset Sale shall have been consummated in full (and
all Closings (as defined in the Grande Communications Asset Sale Agreement)
pursuant to the Grande Communications Asset Sale Agreement shall have
occurred) on or prior to September 30, 2002 and (f) 100% of the Grande Net
Sale Proceeds received by the Borrower, Holdings or any of their respective
Subsidiaries in connection with the Grande
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Communications Asset Sale shall have been applied, on the date of receipt
thereof, to repay outstanding Loans in accordance with Section 3.02(A)(f)
of the Credit Agreement.".
8. Section 8.08(a)(I) of the Credit Agreement is hereby amended by (i)
inserting the text "(1)" immediately following the text "Capital Expenditures
related to Internet Passings during such quarter on all Internet Passings shall
not exceed" appearing in such clause (a)(I) and (ii) deleting the text "and
shall not exceed $250,000 for fiscal quarters ending thereafter" appearing at
the end of such clause (a)(I) and inserting the text ", (2) $2,000,000, in the
aggregate, for the fiscal year of Holdings ended December 31, 2002 and (3)
$1,000,000, in the aggregate, for each fiscal year of Holdings thereafter" in
lieu thereof.
9. Section 8.09 of the Credit Agreement is hereby amended by deleting said
Section in its entirety and inserting the following new Section 8.09 in lieu
thereof:
"8.09 Fixed Charge Coverage Ratio. Holdings will not permit the Fixed
Charge Coverage Ratio for any period of four consecutive fiscal quarters
ending on the last day of a fiscal quarter of Holdings set forth below, in
each case taken as one accounting period, to be less than the ratio set
forth opposite such date:
Fiscal Quarter Ended Ratio
-------------------- -----
September 30, 2004 and thereafter 1.10:1.00".
10. Section 8.10 of the Credit Agreement is hereby amended by deleting said
Section in its entirety and inserting the following new Section 8.10 in lieu
thereof:
"8.10 Interest Coverage. Holdings will not permit the ratio of its
Consolidated EBITDA to its Net Consolidated Interest Expense for any period
of four consecutive fiscal quarters ending on the last day of a fiscal
quarter of Holdings set forth below, in each case taken as one accounting
period, to be less than the ratio set forth opposite such date:
Fiscal Quarter Ended Ratio
-------------------- -----
September 30, 2003 1.25:1.00
December 31, 2003 1.75:1.00
March 31, 2004 2.00.1.00
June 30, 2004 2.25:1.00
September 30, 2004 2.50:1.00
December 31, 2004 2.75:1.00
March 31, 2005 2.75:1.00
June 30, 2005 2.75:1.00
September 30, 2005 2.75:1.00
December 31, 2005 and thereafter 3.50:1.00".
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11. Section 8.11 of the Credit Agreement is hereby amended by deleting said
Section in its entirety and inserting the following new Section 8.11 in lieu
thereof:
"8.11 Leverage Ratio. Holdings will not permit the ratio of Consolidated
Indebtedness as at the end of any fiscal quarter ended on the date set
forth below to Annualized Consolidated EBITDA for such fiscal quarter, in
each case taken as one accounting period, ending on the date set forth
below to be greater than the ratio set forth opposite such date:
Fiscal Quarter Ended Ratio
-------------------- -----
March 31, 2003 12.00:1.00
June 30, 2003 8.00:1.00
September 30, 2003 6.25:1.00
December 31, 2003 5.50:1.00
March 31, 2004 4.75:1.00
June 30, 2004 and thereafter 4.00:1.00".
12. Section 8.20 of the Credit Agreement is hereby amended by deleting said
Section in its entirety and inserting the following new Section 8.20 in lieu
thereof:
"8.20 Minimum Cable Passings. Holdings will not permit, and will cause each
of its Subsidiaries (other than Residentclub) not to permit, the number of
Cable Passings at the end of any period ended on or after a date set forth
below to be less than the number of Cable Passings set forth opposite such
date:
Fiscal Quarter Ended Amount
-------------------- ------
December 31, 2001 36,000
March 31, 2002 36,000
June 30, 2002 36,000
September 30, 2002 36,500
December 31, 2002 38,500
March 31, 2003 39,000
June 30, 2003 39,000
September 30, 2003 39,000
December 31, 2003 39,000".
13. Section 8.21 of the Credit Agreement is hereby amended by deleting said
Section in its entirety and inserting the following new Section 8.21 in lieu
thereof:
"8.21 Minimum Revenues. Holdings will not permit, and will cause each of
its Subsidiaries (other than Residentclub) not to permit, its Consolidated
Revenues for any fiscal quarter ended on a date set forth below to be less
than the number set forth below opposite such date:
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Fiscal Quarter Ended Amount
-------------------- ------
December 31, 2001 $4,100,000
March 31, 2002 $4,100,000
June 30, 2002 $4,100,000
September 30, 2002 $4,350,000
December 31, 2002 $4,700,000
March 31, 2003 $5,100,000
June 30, 2003 $5,200,000
September 30, 2003 $5,500,000
December 31, 2003 $5,600,000
March 31, 2004 $5,700,000
June 30, 2004 $5,800,000
September 30, 2004 $6,150,000
December 31, 2004 $6,300,000".
14. Section 8.22 of the Credit Agreement is hereby amended by deleting said
Section in its entirety and inserting the following new Section 8.22 in lieu
thereof:
"8.22 Minimum Consolidated EBITDA. Holdings will not permit, and will cause
each of its Subsidiaries (other than Residentclub) not to permit, its
Consolidated EBITDA for any fiscal quarter ended on a date set forth below
to be less than the number set forth below opposite such date:
Fiscal Quarter Ended Amount
-------------------- ------
December 31, 2001 $(600,000)
March 31, 2002 $(600,000)
June 30, 2002 $(450,000)
September 30, 2002 $(300,000)
December 31, 2002 $(100,000)
March 31, 2003 $350,000
June 30, 2003 $425,000
September 30, 2003 $625,000
December 31, 2003 $700,000
March 31, 2004 $725,000
June 30, 2004 $800,000
September 30, 2004 $1,050,000
December 31, 2004 $1,100,000".
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15. Section 8 of the Credit Agreement is hereby amended by inserting the
following new Section 8.23 at the end of said Section:
"8.23 Adjusted Fixed Charge Coverage Ratio. Holdings will not permit the
Adjusted Fixed Charge Coverage Ratio for any fiscal quarter of Holdings
ended on a date set forth below to be less than the ratio set forth below
opposite such date:
Fiscal Quarter Ended Ratio
-------------------- -----
September 30, 2003 1.00:1.00
December 31, 2003 1.00:1.00
March 31, 2004 1.00:1.00
June 30, 2004 1.00:1.00
September 30, 2004 1.10:1.00
December 31, 2004 1.10:1.00".
16. Section 9 of the Credit Agreement is hereby amended by (i) inserting
the text "or" immediately at the end of Section 9.10 appearing in said Section
and (ii) inserting the following new Section 9.11 immediately following Section
9.10 appearing in said Section"
"9.11 Grande Communications Asset Sale Documents. At any time after the
execution and delivery thereof, any of the Grande Communications Asset Sale
Documents shall cease to be in full force and effect (other than pursuant
to the explicit terms thereof) as to any party thereto (including, without
limitation, the Borrower) or shall have been terminated for any reason by
any of the parties thereto (including, without limitation, the Borrower),
or any Person acting by or on behalf of any such party shall deny or
disaffirm any of its respective obligations under such Grande
Communications Asset Sale Documents, or any party (including, without
limitation, the Borrower) to any of the Grande Communications Asset Sale
Documents shall default in the due performance or observance of any term,
covenant or agreement on its part to be performed or observed pursuant to
the respective Grande Communications Assets Sale Document and such default
shall not be otherwise cured within all applicable notice and cure periods
provided in the relevant Grande Communications Asset Sale Document;".
17. The definition of "Conversion Date" appearing in Section 10 of the
Credit Agreement is hereby amended by deleting the text "December 31, 2001"
appearing in said definition and inserting the text "December 31, 2002" in lieu
thereof.
18. The definition of "Maturity Date" appearing in Section 10 of the Credit
Agreement is hereby amended by deleting the text "December 31, 2006" appearing
in said definition and inserting the text "December 31, 2007" in lieu thereof.
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19. Section 10 of the Credit Agreement is hereby amended by inserting the
following new definitions in alphabetical order:
"Adjusted Fixed Charge Coverage Ratio" for any period shall mean the ratio
of (x) Annualized Consolidated EBITDA less the amount of Annualized
Maintenance Capital Expenditures for such period to (y) Fixed Charges for
the period of the four fiscal quarters ending on the last day of such
period, in each case taken as one accounting period.
"Annualized Maintenance Capital Expenditures" for any period shall mean
Maintenance Capital Expenditures for such period times a fraction the
numerator of which is four and the denominator of which is the number of
fiscal quarters of Holdings and its Subsidiaries in such period.
"Fourth Amendment" shall mean that certain Fourth Amendment and Waiver to
Credit Agreement, dated as of December 7, 2001, among the Borrower,
Holdings, the Administrative Agent, the Syndication Agent, the
Documentation Agent and the Banks party thereto.
"Fourth Amendment Effective Date" shall have the meaning provided in the
Fourth Amendment.
"Grande Communications Asset Sale" shall have the meaning provided in
Section 8.02(xi).
"Grande Communications Asset Sale Agreement" shall mean that certain
Purchase Agreement, dated August 31, 2001 (including any non-material
administrative amendments made from time to time thereto), by and among
Grande Communications, Inc., a corporation organized and existing under the
laws of the State of Delaware, the Borrower and U.S.-Austin; provided, that
the Borrower shall not make any material amendments, modifications or
supplements to the Grande Communications Asset Sale Agreement without the
prior written consent of the Required Banks.
"Grande Communications Asset Sale Documents" shall mean the Grande
Communications Asset Sale Agreement, the Grande Communications Services
Agreement, the Grande Communications Interim System Management Agreement,
the Shared Microwave Facilities Use Agreement, the Grande Trademark License
Agreement, the USOL Trademark License Agreement and all other agreements
entered into by the Borrower, Holdings or any of their respective
Subsidiaries in connection with the Grande Communications Asset Sale.
"Grande Communications Interim System Management Agreement" shall mean that
certain Interim System Management Agreement to be entered into by the
Borrower and Grande Communications, Inc. in connection with the Grande
Communications Asset Sale.
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"Grande Communications Services Agreement" shall mean that certain Services
Agreement, dated August 31, 2001, by and between the Borrower and Grande
Communications, Inc.
"Grande Net Sale Proceeds" shall mean all Net Sale Proceeds received by
Holdings, the Borrower or any of their respective Subsidiaries, at any
time, and from time to time, from the Grande Communications Asset Sale
minus an aggregate sum of $556,347 that the Borrower, pursuant to a
resolution of all of the partners of U.S.-Austin, dated December 2001, must
allocate to Xxxxxx Partners, Ltd., a limited partner of U.S.-Austin;
provided, that such allocation shall only be permitted to occur on the
Final Closing Date (as defined in the Grande Communications Asset Sale
Agreement)."
"Grande Trademark License Agreement" shall mean that certain Grande
Trademark License Agreement to be entered into by and between the Borrower
and Grande Communications, Inc. in connection with the Grande
Communications Assets Sale.
"Shared Microwave Facilities Use Agreement" shall mean that certain Shared
Microwave Facilities Use Agreement to be entered into by and between the
Borrower and Grande Communications, Inc. in connection with the Grande
Communications Assets Sale.
"USOL Trademark License Agreement" shall mean that certain USOL Trademark
License Agreement to be entered into by and between the Borrower and Grande
Communications, Inc. in connection with the Grande Communications Assets
Sale.
20. Section 13.07(a) is hereby amended by (i) deleting the text "and"
appearing immediately prior to the text "8.08" set forth in said Section and
inserting a comma in lieu thereof and (ii) inserting the text "and 8.20 through
8.23" immediately following the text "through 8.13" appearing in said Section.
21. Schedule I to the Credit Agreement is hereby amended by deleting said
Schedule in its entirety and inserting the Schedule I attached hereto in lieu
thereof with the effect of reducing the Total Commitment to $25,000,000.
22. Effective as of the Fourth Amendment Effective Date, the Banks hereby
waive any Event of Default arising under Section 9.03(i) of the Credit Agreement
solely as a result of the failure of the Borrower to comply with the
requirements of Section 8.02 of the Credit Agreement solely in connection with
the execution and delivery of the Grande Communications Asset Sale Agreement.
23. Effective as of the Fourth Amendment Effective Date, the Banks hereby
waive that certain condition precedent set forth in clause (i) of Section II(5)
of the Third Amendment and hereby confirm that the Third Amendment is in full
force and effect.
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II. Miscellaneous Provisions.
------------------------
1. In order to induce the Banks to enter into this Amendment, the Borrower
hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Fourth Amendment
Effective Date, both immediately before (other than any Event of Default
that exists immediately prior to the Fourth Amendment Effective Date as a
result of the Borrower's failure to comply with Section 8.02 of the Credit
Agreement and which Event of Default is waived pursuant to Section I(22) of
this Amendment) and immediately after giving effect to this Amendment; and
(b) all of the representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all
material respects on the Fourth Amendment Effective Date both immediately
before and immediately after giving effect to this Amendment, with the same
effect as though such representations and warranties had been made on and
as of the Fourth Amendment Effective Date (it being understood that any
representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of, or consent to, any other provision of the
Credit Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower and the Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
5. This Amendment shall become effective on the date (the "Fourth Amendment
Effective Date") when each of the following conditions shall have been
satisfied:
(i) the Administrative Agent shall have received from Jenkens &
Xxxxxxxxx P.C., special Texas counsel to the Credit Parties, an opinion
addressed to the Administrative Agent, the Collateral Agent and each of the
Banks and dated the Fourth Amendment Effective Date in form and substance
satisfactory to the Administrative Agent, and covering such matters
incident to this Amendment as the Administrative Agent may reasonably
request;
(ii) the Borrower, Holdings, each Guarantor and the Banks shall have
signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered
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(including by way of facsimile transmission) the same to the Administrative
Agent as its Notice Office; and
(iii) the Borrower shall have paid any and all outstanding legal fees
and expenses due and payable to White & Case LLP, the Administrative
Agent's legal counsel.
6. By executing and delivering a copy hereof, each Credit Party hereby
agrees that all Loans shall be fully guaranteed pursuant to the Guaranties in
accordance with the terms and provisions thereof and shall be fully secured
pursuant to the Pledge Agreements and the Security Agreement.
7. From and after the Fourth Amendment Effective Date, all references in
the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
USOL, INC.,
as Borrower
By:
---------------------------------------------
Name:
Title:
BNP PARIBAS,
as Administrative Agent, Syndication Agent and
individually, as Bank
By:
---------------------------------------------
Name:
Title:
COAST BUSINESS CREDIT,
as Bank
By:
----------------------------------------------
Name:
Title:
-00-
XXXXXXXX XXXX XX, XXX XXXX AND/OR CAYMAN ISLANDS
BRANCHES,
as Documentation Agent and individually, as
Bank
By:
---------------------------------------------
Name:
Title:
By:
---------------------------------------------
Name:
Title:
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Each of the undersigned, each being a Guarantor under, and as defined in, the
Credit Agreement referenced in the foregoing Amendment, hereby consents to the
entering into of the Amendment and agrees to the provisions thereof (including,
without limitation, Section 6 and 7 of Part II thereof).
USOL HOLDINGS, INC.,
as Guarantor
By:
------------------------------------------------
Name:
Title:
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SCHEDULE I
----------
COMMITMENTS
-----------
Bank Commitment
--------------------------------------------------------------------------------
BNP PARIBAS $8,928,571.43
Deutsche Bank AG, New York and/or $8,928,571.43
Cayman Islands Branches
Coast Business Credit $7,142,857.14
--------------------------------------------------------------------------------
Total $25,000,000.00
--------------------------------------------------------------------------------
ANNEX A
-------
[Intentionally Omitted]
Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
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