<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ x ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Quarterly Period Ended December 31, 1998
OR
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from ______ to ______
COMMISSION FILE NUMBER 001-04021
TRISTAR AEROSPACE CO.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2665751
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2527 Willowbrook Road
Suite 200
Dallas, Texas 75220-4420
(Address of principal executive offices)
214-366-5000
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year if changed since last
report)
Indicate by check mark whether registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Number of shares outstanding at December 31, 1998
Common Stock, $.01 par value 17,044,742
<PAGE>
TRISTAR AEROSPACE CO.
FORM 10-Q
Quarter Ended December 31, 1998
TABLE OF CONTENTS
PART I -- FINANCIAL INFORMATION
Item
1. Financial Statements
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II -- OTHER INFORMATION
1. Legal Proceedings
2. Changes in Securities and Use of Proceeds
6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
December 31, September 30,
1998 1998
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 4,024 $ 8,202
Accounts receivable, net 38,550 34,479
Inventories, net 97,630 94,980
Other assets 6,179 4,254
------------ ------------
Total current assets 146,383 141,915
Property & equipment, net 4,747 3,932
Intangibles & other assets, net 10,006 9,911
------------ ------------
Total assets $ 161,136 $ 155,758
------------ ------------
------------ ------------
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 21,533 $ 21,272
Accrued liabilities & other 6,978 5,947
------------ ------------
Total current liabilities 28,511 27,219
Long-term debt 75,000 75,000
Stockholders' equity
Common stock, $.01 par value, 40,000,000 shares authorized 170 170
Additional paid-in capital 25,694 25,694
Retained earnings 31,761 27,675
------------ ------------
Total stockholders' equity 57,625 53,539
------------ ------------
Total liabilities & stockholders' equity $ 161,136 $ 155,758
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months
Ended December 31,
----------------------------
1998 1997
------------ ------------
<S> <C> <C>
Revenues $ 48,324 $ 42,635
Cost of goods sold 32,744 29,416
------------ ------------
Gross Profit 15,580 13,219
Selling, general & administrative expenses 7,393 6,040
Compensation expense of stock options -- 354
------------ ------------
Operating Income 8,187 6,825
Interest and other expense
Interest Expense 1,559 1,204
Other Income (70) (51)
------------ ------------
Income before Taxes 6,698 5,672
Provision for income taxes 2,612 2,150
------------ ------------
Net Income $ 4,086 $ 3,522
------------ ------------
------------ ------------
Earnings per share:
Basic $ 0.24 $ 0.21
Diluted $ 0.23 $ 0.19
Weighted average shares outstanding:
Basic 17,045 16,583
Diluted 18,155 18,158
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months
Ended December 31,
-------------------------
1998 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities
Net income $ 4,086 $ 3,522
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 425 354
Provision for doubtful accounts 30 15
Provision for excess and obsolete inventories 371 707
Deferred income taxes -- (141)
Compensation expense of stock options -- 354
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable (4,101) (4,534)
(Increase) decrease in inventories (3,021) (7,836)
(Increase) decrease in other assets (2,163) (217)
Increase (decrease) in accounts payable & accrued expenses 1,293 3,557
---------- ----------
Net cash provided by (used in) operating activities (3,080) (4,219)
---------- ----------
Cash flows from investing activities:
Capital expenditures (1,098) (344)
---------- ----------
Net cash provided by (used in) investing activities (1,098) (344)
---------- ----------
Cash flows from financing activities:
Borrowings on revolving facility -- 3,000
---------- ----------
Net cash provided by (used in) financing activities -- 3,000
---------- ----------
Net increase (decrease) in cash (4,178) (1,563)
Cash, beginning of period 8,202 4,764
---------- ----------
Cash, end of period $ 4,024 $ 3,201
---------- ----------
---------- ----------
Supplemental cash flow information:
Cash paid for interest $ 1,473 $ 1,239
Cash paid for income taxes 530 559
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q under Section
13 of the Securities Exchange Act of 1934 and are filed pursuant to Rule
13a-13 and do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, the accompanying condensed consolidated
financial statements contain all the adjustments (consisting of normal
recurring accruals) necessary for a fair statement of the Company's financial
position as of December 31, 1998 and September 30, 1998, and the results of
operations and cash flows for the three month periods ended December 31, 1998
and 1997. The results of operations for the three month periods ended
December 31, 1998 and 1997 are not necessarily indicative of the results to
be expected for the full fiscal year. The condensed consolidated financial
statements should be read in conjunction with the financial statements and
accompanying notes contained in the Company's Form 10-K dated as of September
30, 1998.
NOTE 2 - COMPENSATION EXPENSE OF STOCK OPTIONS
On December 8, 1997, the Company issued options to purchase 158,000 shares of
the Company's common stock to an executive at a discount from the fair market
value at the date of grant. Of the shares, 31,600 became exercisable
immediately and the Company recorded additional compensation expense of
$354,000 for the three month period ended December 31, 1997.
NOTE 3 - AMENDMENT TO CREDIT AGREEMENT
The Company executed a sixth amendment to its Credit Agreement dated December
4, 1998. The most significant provisions of this amendment are the expansion
of the Company's revolving credit facility ("Revolver") from $30 million to
$50 million, a provision for the Company to use up to $20 million of the
Revolver to repurchase the Company's outstanding common stock and a provision
which allows the Company's French subsidiary, TriStar Aerospace SARL, to
borrow up to $5 million under the Revolver. Additionally, mandatory principal
pay downs of outstanding borrowings under the Revolver are $15 million in
2000 and $35 million in 2001.
NOTE 4 - FOOTNOTES INCORPORATED BY REFERENCE
Certain footnotes are applicable to the financial statements but would be
substantially unchanged from those presented in the Company's Form 10-K for
the fiscal year ended September 30, 1998 filed with the Securities and
Exchange Commission. Accordingly, reference should be made to those financial
statements for the following:
<TABLE>
<CAPTION>
NOTE DESCRIPTION
-------- ------------------------------------------------
<S> <C>
1 Organization and Business
2 Summary of Significant Accounting Policies
3 Long-Term Debt
4 Income Taxes
5 Commitments and Contingencies
8 Employee Stock Plans
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-Q under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contain
"forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
can be identified by the use of predictive, future-tense or forward-looking
terminology, such as "believes," "anticipates," "expects," "estimates,"
"may," "will" or similar terms. Forward-looking statements also include
projections concerning any assumptions relating to the foregoing. Certain
important factors which may cause actual results to vary materially from
these forward-looking statements accompany such statements and appear under
the heading "Risk Factors" in the Company's Form 10-K for the period ended
September 30, 1998, filed with the Securities and Exchange Commission. All
subsequent written or oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified by these
factors.
GENERAL
The Company is both a leading distributor of aerospace hardware and a leading
provider of customized inventory management services to original equipment
manufacturers of aircraft and aircraft components, to commercial airlines and
aircraft maintenance, repair and overhaul facilities. In fiscal year 1998
approximately 57% of the Company's revenues were derived from conventional
sales ("conventional sales") and approximately 43% of the Company's revenues
were derived from sales resulting from the Company's long-term inventory
management agreements ("JIT services"). For the three months ended December
31, 1998 conventional sales and JIT services represented 51% and 49% of
revenues, respectively.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997
REVENUES
Revenues increased $5.7 million, or 13.3%, to $48.3 million for the three
month period ended December 31, 1998 compared to $42.6 million for the same
period in 1997. The Company's revenues have increased primarily due to new
JIT agreements, an expansion of service levels under certain existing JIT
agreements and growth in customer demand resulting from increased aircraft
build rates.
GROSS PROFIT
Gross profit increased $2.4 million, or 17.9%, to $15.6 million for the three
month period ended December 31, 1998, compared to $13.2 million for the same
period in 1997. The increase in gross profit was primarily due to an increase
in revenues as noted above. Gross margin as a percentage of sales was 32.2%
for the three months ended December 31, 1998 compared to 31.0% for the same
period in 1997. The increase in gross margin was primarily due to a shift in
product mix that occurs in the normal course of business.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased $1.4 million, or
22.4%, to $7.4 million for the three months ended December 31, 1998, compared
to $6.0 million for the same period in 1997. The increase was primarily due
to personnel costs and other expenses necessary to support the growth in
revenues.
INTEREST EXPENSE
Interest expense increased $.4 million, or $29.5%, to $1.6 million for the
three months ended December 31, 1998, as compared to $1.2 million for the
same period in 1997. The increase was due to higher outstanding borrowings
offset somewhat by a decrease in the interest rate under the Company's credit
facility for three months ended December 31, 1998, as compared to the same
period in 1997.
NET INCOME
Net income increased $.6 million, or 16.0%, to $4.1 million, or $0.23 per
diluted share, for the three months ended December 31, 1998, compared to $3.5
million, or $0.19 per diluted share, for the same period in 1997. The
increase in net income was primarily due to an increase in revenues and gross
margins, which was somewhat offset by an increase in selling, general and
administrative expenses.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements consist primarily of working capital
needs, capital expenditures and scheduled payments of interest and principal
due to borrowings under the Company's Credit Agreement. The Company funds its
liquidity requirements through cash flows from operations and a Revolver
under the Credit Agreement.
The Company's working capital (current assets minus current liabilities) has
increased $3.2 million, or 2.8%, to $117.9 million as of December 31, 1998,
compared to $114.7 million as of September 30, 1998. The increase in working
capital was mainly the result of higher accounts receivable ($4.1 million)
and inventory ($3.0 million). Accounts receivable increased due to a higher
level of sales toward the end of the first quarter. The Company has been
increasing inventory levels to support new inventory management service
agreements and expansion of existing inventory management service agreements.
Capital expenditures and interest paid were $1.1 million and $1.5 million,
respectively, for the three months ended December 31, 1998 as compared to
$0.3 million and $1.2 million, respectively, for the same period in 1997. The
increase in capital expenditures for the current quarter compared to the same
period in 1997 was due to expenditures for computer software and hardware to
support the installation of a new distribution system and a new financial
system.
As of December 31, 1998, the Company had borrowed $26.5 million under its
Revolver leaving an available Revolver balance of $23.5 million. Management
believes that the Company's current cash position, cash flows from
operations, and available borrowing capacity will be sufficient to fund its
planned operations for the remainder of fiscal 1999, except as noted in the
paragraph below. Actual results may differ from this forward-looking
statement.
On February 8, 1999, the Company signed a definitive agreement to purchase
the outstanding stock of Standard Parts and Equipment Corporation in Fort
Worth, Texas for approximately $31.6 million. Consummation of the acquisition
is contingent upon obtaining additional financing, certain government filings
and other conditions.
<PAGE>
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
10.7 Sixth Amendment to Credit Agreement dated as of
December 4, 1998, among the Company and Bankers
Trust Company, as agent.
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the three months ended
December 31, 1998.
TRISTAR AEROSPACE CO. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRISTAR AEROSPACE CO.
(Registrant)
Date: February 10, 1999 By: /s/ P. QUENTIN BOURJEAURD
--------------------------
P. Quentin Bourjeaurd
President & Chief Executive Officer
Date: February 10, 1999 By: /s/ DOUGLAS E. CHILDRESS
--------------------------
Douglas E. Childress
Executive Vice President and Chief
Financial Officer
<PAGE>
SIXTH AMENDMENT TO CREDIT AGREEMENT AND ACKNOWLEDGMENT AND AGREEMENT WITH
RESPECT TO OTHER CREDIT DOCUMENTS
SIXTH AMENDMENT, dated as of December 4, 1998 (this "Amendment"),
among TRISTAR AEROSPACE CO. (f/k/a Maple Leaf Aerospace, Inc.) ("Parent"),
AEROSPACE ACQUISITION CORP. ("Holdings"), TRISTAR AEROSPACE, INC. (as
successor by merger with Tri-Star Aerospace Co.) ("TriStar"), TRISTAR
AEROSPACE SARL, a Wholly-Owned Subsidiary of TriStar organized and existing
under the laws of France, the financial institutions party to the Credit
Agreement described below (the "Banks") and BANKERS TRUST COMPANY, as Agent.
All capitalized terms used herein and not otherwise defined 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, Parent, Holdings, Tristar, the Banks and the Agent are parties
to a Credit Agreement, dated as of September 19, 1996 (as amended to the date
hereof, the "Credit Agreement");
WHEREAS, TriStar Aerospace SARL desires to borrow Revolving Loans under
the Credit Agreement and the Banks and the Agent have agreed, among other
things, to permit TriStar Aerospace SARL to borrow Revolving Loans under the
Credit Agreement subject to the terms and conditions set forth herein, in the
other Credit Documents and in the Credit Agreement (in each case as modified
hereby); and
WHEREAS, TriStar Aerospace SARL desires to become a party to the Credit
Agreement (as amended hereby) and the other parties hereto wish to amend the
Credit Agreement as herein provided;
NOW THEREFORE, it is agreed:
I. AMENDMENTS TO CREDIT AGREEMENT.
1. The first recital to the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower and the French Borrower".
2. Section 1.01(a) of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the
US Borrower".
3. Section 1.01(b) of the Credit Agreement is hereby amended by
deleting said section in its entirety and inserting the following new clause
(b) in lieu thereof:
<PAGE>
(b) Subject to and upon the terms and conditions herein set
forth, each RL Bank severally agrees, at any time and from time to time on
and after (x) in the case of the US Borrower, the Initial Borrowing Date
and (y) in the case of the French Borrower, the Sixth Amendment Effective
Date, and in each case prior to the Revolving Loan Maturity Date, to make a
revolving loan or revolving loans (each, a "Revolving Loan" and,
collectively, the "Revolving Loans") to the US Borrower or the French
Borrower, which Revolving Loans (i) shall be made to the US Borrower and/or
the French Borrower on a several basis, (ii) shall be denominated in U.S.
Dollars, (iii) except as hereinafter provided, shall, at the option of the
respective Borrower, be incurred and maintained as and/or converted into
Base Rate Loans or Eurodollar Loans, PROVIDED that all Revolving Loans made
as part of the same Borrowing shall, unless otherwise specifically provided
herein, consist of Revolving Loans of the same Type, (iv) may be repaid and
reborrowed in accordance with the provisions hereof, (v) shall not exceed
for any Bank at any time outstanding that aggregate principal amount which,
when combined with such Bank's Percentage of all Swingline Loans then
outstanding and the Letter of Credit Outstandings (exclusive of Unpaid
Drawings relating to Letters of Credit which are repaid with the proceeds
of, and simultaneously with the incurrence of, the respective incurrence of
Revolving Loans) at such time, equals the Revolving Loan Commitment of such
Bank at such time and (vi) in the case of the French Borrower, shall not
exceed, when added to the then outstanding principal amount of Revolving
Loans and Swingline Loans incurred by the French Borrower, $5,000,000 in
aggregate principal amount outstanding at any time.
4. Section 1.01(c) of the Credit Agreement is hereby amended by
deleting said section in its entirety and inserting the following new clause
(c) in lieu thereof:
(c) Subject to and upon the terms and conditions herein set
forth, BTCo in its individual capacity agrees to make at any time and from
time to time on and after (x) in the case of the US Borrower, the Initial
Borrowing Date and (y) in the case of the French Borrower, the Sixth
Amendment Effective Date, and in each case prior to the Swingline Expiry
Date, a loan or loans to the US Borrower or the French Borrower (each, a
"Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline
Loans (i) shall be made to the US Borrower and/or the French Borrower on a
several basis, (ii) shall be made and maintained as Base Rate Loans, (iii)
shall be denominated in U.S. Dollars, (iv) may be repaid and reborrowed in
accordance with the provisions hereof, (v) shall not exceed in aggregate
principal amount at any time outstanding, when combined with the aggregate
principal amount of all Revolving Loans then outstanding and the Letter of
Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of
Credit which are repaid with the proceeds of, and simultaneously with the
incurrence of, the respective incurrence of Revolving Loans) at such time,
an amount equal to the Total Revolving Loan Commitment then in effect, (vi)
shall not exceed in aggregate principal amount at any time outstanding for
all Swingline Loans the Maximum Swingline Amount and (vii) in the case of
the French Borrower, shall not exceed, when added to the then outstanding
principal amount of Revolving Loans and Swingline Loans incurred by the
French Borrower, $5,000,000 in aggregate principal amount outstanding at
any time. BTCo shall not be obligated to make any Swingline Loans at a
time when a Bank Default
2
<PAGE>
exists unless BTCo has entered into arrangements satisfactory to it and
the respective Borrower to eliminate BTCo's risk with respect to the
Defaulting Bank's or Banks' participation in such Swingline Loans,
including by cash collateralizing such Defaulting Bank's or Banks'
Percentage of the outstanding Swingline Loans. BTCo will not make a
Swingline Loan after it has received written notice from any Borrower or
the Required Banks stating that a Default or an Event of Default exists
until such time as BTCo shall have received a written notice of (i)
rescission of such notice from the party or parties originally delivering
the same or (ii) a waiver of such Default or Event of Default from the
Required Banks.
5. Section 1.01(d) of the Credit Agreement is hereby amended by
deleting said section in its entirety and inserting the following new clause
(d) in lieu thereof:
(d) On any Business Day, BTCo may, in its sole discretion, give
notice to the RL Banks that its outstanding Swingline Loans shall be funded
with a Borrowing of Revolving Loans (PROVIDED that each such notice shall
be deemed to have been automatically given upon the occurrence of a Default
or an Event of Default under Section 10.05 or upon the exercise of any of
the remedies provided in the last paragraph of Section 10), in which case a
Borrowing of Revolving Loans constituting Base Rate Loans (each such
Borrowing, a "Mandatory Borrowing") shall be made by either or both of the
Borrowers, according to their respective Swingline Loans outstanding at
such time, on the immediately succeeding Business Day by all RL Banks PRO
RATA based on each RL Bank's Percentage, and the proceeds thereof shall be
applied directly to repay BTCo for such outstanding Swingline Loans of the
respective Borrowers. Each RL Bank hereby irrevocably agrees to make Base
Rate Loans upon one Business Day's notice pursuant to each Mandatory
Borrowing in the amount and in the manner specified in the preceding
sentence and on the date specified in writing by BTCo notwithstanding (i)
that the amount of the Mandatory Borrowing may not comply with the Minimum
Borrowing Amount otherwise required hereunder, (ii) whether any conditions
specified in Section 5 or 6 are then satisfied, (iii) whether a Default or
an Event of Default has occurred and is continuing, (iv) the date of such
Mandatory Borrowing and (v) the amount of the Total Revolving Loan
Commitment at such time. In the event that any Mandatory Borrowing cannot
for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under
the Bankruptcy Code in respect of any Borrower), each RL Bank (other than
BTCo) hereby agrees that it shall forthwith purchase from BTCo (without
recourse or warranty) such assignment of the outstanding Swingline Loans as
shall be necessary to cause the RL Banks to share in such Swingline Loans
ratably based upon their respective Percentages (determined before giving
effect to any termination of the Revolving Loan Commitments pursuant to the
last paragraph of Section 10), PROVIDED that (x) all interest payable on
the Swingline Loans shall be for the account of BTCo until the date the
respective assignment is purchased and, to the extent attributable to the
purchased assignment, shall be payable to the RL Bank purchasing same from
and after such date of purchase and (y) at the time any purchase of
assignments pursuant to this sentence is actually made, the purchasing RL
Bank shall be required to pay BTCo interest on the principal amount of
assignment purchased for each day from and including the day upon which the
Mandatory Borrowing
3
<PAGE>
would otherwise have occurred to but excluding the date of payment for
such assignment, at the rate otherwise applicable to Revolving Loans
maintained as Base Rate Loans hereunder for each day thereafter.
6. Section 1.01 is further amended by inserting the following new
clause (e) immediately following clause (d) thereof:
(e) On the Sixth Amendment Effective Date, all then outstanding
Revolving Loans shall be deemed to be repaid in full and reborrowed in
accordance with the terms of the amended Revolving Loan Commitments of the
RL Banks, PROVIDED that, notwithstanding anything to the contrary contained
in Section 1.11, each RL Bank agrees (in each case as to itself only) to
waive payment by the US Borrower of all breakage costs incurred as a result
of such repayment.
7. Section 1.03(a) of the Credit Agreement is hereby amended by (i)
replacing the reference to "the Borrower" therein with a reference to "a
Borrower", (ii) inserting the phrase " by the respective Borrower requesting
such proposed Borrowing" immediately following the reference therein to
"appropriately completed" and (iii) inserting the phrase "to be made to the
US Borrower," immediately following the reference to "Borrowing of Revolving
Loans" appearing in clause (v) thereof.
8. Section 1.03(b) of the Credit Agreement is hereby amended by (i)
replacing the reference in clause (i) thereof to "the Borrower" with a
reference to "a Borrower" and (ii) replacing the reference in clause (ii)
thereof to "the Borrower" with a reference to "the respective Borrower".
9. Sections 1.03(c) and 1.04 of the Credit Agreement are hereby
amended by replacing each reference therein to "the Borrower" with a
reference to "the respective Borrower".
10. Section 1.05(a) of the Credit Agreement is hereby amended by
deleting said clause (a) in its entirety and inserting the following new
clause (a) in lieu thereof:
(a) the US Borrower's and the French Borrower's respective
obligations to pay the principal of, and interest on, all the Loans made to
it by each Bank shall be evidenced (i) if Term Loans, a promissory note
executed by the US Borrower substantially in the form of Exhibit B-1 with
blanks appropriately completed in conformity herewith (each, a "Term Note"
and, collectively, the "Term Notes"), (ii) if Revolving Loans, by
promissory notes executed by the respective Borrower substantially in the
form of Exhibit B-2 with blanks appropriately completed in conformity
herewith (each, a "Revolving Note" and, collectively, the "Revolving
Notes") and (iii) if Swingline Loans, by promissory notes executed by the
respective Borrower substantially in the form of Exhibit B-3 with blanks
appropriately completed in conformity herewith (each a "Swingline Note"
and, collectively, the "Swingline Notes").
11. Section 1.05(b) of the Credit Agreement is hereby amended by
replacing all references therein to "the Borrower" with references to "the US
Borrower".
4
<PAGE>
12. Section 1.05(c) of the Credit Agreement is hereby amended by
deleting said section (c) in its entirety and inserting the following new
clause (c) in lieu thereof:
(c) (i) The Revolving Note issued to each RL Bank by the US
Borrower shall (t) be executed by the US Borrower, (u) be payable to such
Bank or its registered assigns and be dated the Initial Borrowing Date, (v)
be in a stated principal amount equal to the Revolving Loan Commitment of
such Bank and be payable in the principal amount of the outstanding
Revolving Loans made to the US Borrower evidenced thereby, (w) mature on
the Revolving Loan Maturity Date, (x) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby, (y) be subject to
voluntary prepayment as provided in Section 4.01 and mandatory repayment as
provided in Section 4.02 and (z) be entitled to the benefits of this
Agreement and the other Credit Documents and (ii) the Revolving Note issued
to each RL Bank by the French Borrower on the Sixth Amendment Effective
Date shall (t) be executed by the French Borrower, (u) be payable to such
Bank or its registered assigns and be dated the Sixth Amendment Effective
Date, (v) be in a stated principal amount equal to such Bank's Percentage
of $5,000,000 and be payable in the principal amount of the outstanding
Revolving Loans made to the French Borrower evidenced thereby, (w) mature
on the Revolving Loan Maturity Date, (x) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby, (y) be subject to
voluntary prepayment as provided in Section 4.01 and mandatory repayment as
provided in Section 4.02 and (z) be entitled to the benefits of this
Agreement and the other Credit Documents.
13. Section 1.05(d) of the Credit Agreement is hereby amended by
deleting said section (d) in its entirety and inserting the following new
clause (d) in lieu thereof:
(d) (i) The Swingline Note issued to BTCo by the US Borrower
shall (t) be executed by the US Borrower, (u) be payable to BTCo or its
registered assigns and be dated the Initial Borrowing Date, (v) be in a
stated principal amount equal to the Maximum Swingline Amount and be
payable in the principal amount of the outstanding Swingline Loans made to
the US Borrower evidenced thereby, (w) mature on the Swingline Expiry Date,
(x) bear interest as provided in Section 1.08 in respect of the Base Rate
Loans evidenced thereby, (y) be subject to voluntary prepayment as provided
in Section 4.01 and mandatory repayment as provided in Section 4.02 and (z)
be entitled to the benefits of this Agreement and the other Credit
Documents and (ii) the Swingline Note issued to BTCo by the French Borrower
shall (t) be executed by the French Borrower, (u) be payable to BTCo or its
registered assigns and be dated the Sixth Amendment Effective Date, (v) be
in a stated principal amount equal to the Maximum Swingline Amount and be
payable in the principal amount of the outstanding Swingline Loans made to
the French Borrower evidenced thereby, (w) mature on the Swingline Expiry
Date, (x) bear interest as provided in Section 1.08 in respect of the Base
Rate Loans evidenced thereby, (y) be subject to voluntary prepayment as
provided in Section 4.01 and mandatory repayment as provided in Section
4.02 and (z) be entitled to the benefits of this Agreement and the other
Credit Documents.
5
<PAGE>
14. Section 1.06 of the Credit Agreement is hereby amended by (i)
replacing each reference to "The Borrower" or "the Borrower" appearing
therein with a reference to "The respective Borrower" or "the respective
Borrower", respectively, and (ii) inserting the word "its" immediately prior
to the first reference therein to "Loans".
15. Section 1.07 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the
respective Borrower".
16. Section 1.08(f) of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the
respective Borrower".
17. Section 1.09 of the Credit Agreement is hereby amended by (i)
replacing the first reference therein to "the Borrower" with a reference to
"a Borrower" and (ii) replacing all subsequent references therein to "the
Borrower" with references to "the respective Borrower".
18. Section 1.10 of the Credit Agreement is hereby amended by (i)
replacing the first reference therein to "the Borrower" with a reference to
"each Borrower" and (ii) replacing all subsequent references therein to "the
Borrower" with references to "the respective Borrower".
19. Section 1.11 of the Credit Agreement is hereby amended by (i)
replacing the word "The" at the beginning thereof with the word "Each", (ii)
replacing each remaining reference therein to "the Borrower" with references
to "the respective Borrower" and (iii) inserting the phrase "in respect of
Loans made to such Borrower or Notices of Borrowing or Notices of Conversion
delivered by such Borrower" immediately prior to the colon preceding clause
(i) thereof.
20. Section 1.12 of the Credit Agreement is hereby amended by (i)
replacing the first reference therein to "the Borrower" with a reference to
"the US Borrower" and (ii) replacing the remaining reference to "the
Borrower" with a reference to "any Borrower".
21. Section 1.13 of the Credit Agreement is hereby amended by (i)
replacing the first reference therein to "the Borrower" with a reference to
"a Borrower", (ii) replacing the next two subsequent references therein to
"the Borrower" with references to "the US Borrower", (iii) replacing the
reference to "the Borrower" in clause (ii) thereof with a reference to "each
Borrower" and (iv) replacing the reference to "the Borrower" appearing in the
last sentence thereof with a reference to "the respective Borrower or
Borrowers".
22. Section 2 of the Credit Agreement is hereby amended by
replacing all references therein to "the Borrower" and "the Borrower's" with
a references to "the US Borrower" and "the US Borrower's", respectively.
23. Section 3 of the Credit Agreement is hereby amended by
replacing all references therein to "The Borrower", "the Borrower" and "the
Borrower's" with references to "The US Borrower", "the US Borrower" and "the
US Borrower's", respectively.
6
<PAGE>
24. Section 3 of the Credit Agreement is hereby further amended by
deleting the schedule appearing in Section 3.03(c) in its entirety and
replacing it with the following new schedule:
<TABLE>
<CAPTION>
Scheduled Commitment
Reduction Date Amount
-------------- ------
<S> <C>
September 19, 2000 $15,000,000
September 19, 2001 $35,000,000
</TABLE>
25. Section 4.01(a) of the Credit Agreement is hereby amended by
(i) replacing the first reference therein to "The Borrower" with a reference
to "Each Borrower", (ii) replacing all subsequent references therein to "the
Borrower" and "the Borrower's" with references to "such Borrower" and "such
Borrower's", respectively, (iii) replacing the first reference therein to
"the Loans" with a reference to "the Loans made to it" and (iv) inserting the
phrase ", in the case of the US Borrower," immediately following the
reference to "Swingline Loans and/or" appearing in clause (a) thereof.
26. Section 4.01(b) of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower shall" with a reference to
"the US Borrower and the French Borrower shall together".
27. Section 4.02(a) of the Credit Agreement is hereby amended by
(i) replacing the first reference therein to "the Borrower" with a reference
to "the US Borrower and/or the French Borrower" and (ii) replacing all
subsequent references therein to "the Borrower" with references to "the US
Borrower".
28. Sections 4.02(b) and (c) of the Credit Agreement are hereby
amended by replacing all references therein to "the Borrower" with references
to "the US Borrower"
29. Section 4.02(f) of the Credit Agreement is hereby amended by
(i) replacing all references to "the Borrower" appearing in clauses (x) and
(y)(a) through (c) of said section with references to "the US Borrower", (ii)
replacing the first reference in clause (y)(d) thereof to "the Borrower" with
a reference to "the US Borrower", (iii) replacing the second reference in
clause (y)(d) thereof to "the Borrower" with a reference to "the US Borrower
and its Subsidiaries", (iv) replacing the third reference in clause (y)(d)
thereof to "the Borrower" with a reference to "each Borrower", (v) replacing
the fourth reference in clause (y)(d) thereof to "the Borrower" with a
reference to "such Borrower" and (vi) replacing all subsequent references
therein to "the Borrower" with references to "the US Borrower".
30. Section 4.02(j) of the Credit Agreement is hereby amended by
(i) replacing the reference therein to "the Borrower may designate" with a
reference to "the US Borrower and/or the French Borrower may designate among
themselves which of their respective Loans are to be repaid (in the case of a
repayment of Revolving Loans), ", (ii) inserting the phrase "of such
Borrower" immediately prior to the reference to "of the respective Tranche"
appearing in clause
7
<PAGE>
(i) thereof, and (iii) replacing the reference to "the Borrower" appearing in
clause (iii) thereof with a reference to "the respective Borrower".
31. Section 4.02 of the Credit Agreement is hereby further amended
by inserting the following new clause (l) immediately following clause (k)
thereof:
(l) Notwithstanding anything to the contrary contained elsewhere in
this Agreement, on any day that the French Borrower shall cease to be a
Wholly-Owned Subsidiary of Parent, the French Borrower shall be required
to repay in full on such date all then outstanding Revolving Loans and
Swingline Loans made to the French Borrower.
32. Section 4.04(a) of the Credit Agreement is hereby amended by
(i) replacing the first reference therein to "the Borrower" with a reference
to "each Borrower" and (ii) replacing all subsequent references therein to
"the Borrower" with references to "the respective Borrower".
33. Section 4.04(b) of the Credit Agreement is hereby amended by
(i) replacing each reference to "the Borrower" appearing in the first and
second sentences thereof with a reference to "the US Borrower", (ii)
replacing the first reference to "the Borrower" appearing in clause (x) of
the third sentence thereof with a reference to "either Borrower", (iii)
replacing the second reference to "the Borrower" appearing in clause (x) of
the third sentence thereof with a reference to "the US Borrower", (iv)
replacing the reference to "the Borrower shall not" appearing in clause (y)
of the third sentence thereof with a reference to "no Borrower shall", (v)
replacing the second and third references to "the Borrower" appearing in
clause (y) of the third sentence thereof with a reference to "the US
Borrower" and (vi) replacing the reference to "the Borrower" appearing in
the fourth sentence thereof with a reference to "each Borrower".
34. Section 5 of the Credit Agreement is hereby amended by
replacing the reference to "the Borrower" appearing in the introductory
paragraph thereof with a reference to "any Borrower".
35. Section 6.02 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "either
Borrower".
36. Section 6 of the Credit Agreement is hereby further amended by
adding the following new Section 6.05 immediately after Section 6.04, but
before the last paragraph of Section 6:
"6.05 SPECIAL CONDITION REGARDING REVOLVING LOANS AND SWINGLINE LOANS
TO FRENCH BORROWER. At the time of the making of each Revolving Loan
(excluding Mandatory Borrowings) and each Swingline Loan to the French
Borrower, the French Borrower shall be a Wholly-Owned Subsidiary of
Parent."
37. Section 6 of the Credit Agreement is hereby further amended by
replacing the reference to "the Borrower" appearing in the final paragraph
thereof with a reference to "the US Borrower and, in the case of a Borrowing
of Revolving Loans or Swingline Loans to the French Borrower, the French
Borrower".
8
<PAGE>
38. Section 7 of the Credit Agreement is hereby amended by
replacing the reference to "and the Borrower" appearing in the introductory
paragraph thereof with a reference to ", the US Borrower and, in the case of
a Borrowing of Revolving Loans or Swingline Loans to the French Borrower, the
French Borrower".
39. Section 7.05(b) of the Credit Agreement is hereby amended by
replacing the reference to "the Borrower and its Subsidiaries" appearing in
the final paragraph thereof with a reference to "the respective Borrower and
its Subsidiaries".
40. Section 7.13 (ii) of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower's" with a reference to "the
US Borrower's".
41. Section 7.14(d) of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".
42. Section 8 of the Credit Agreement is hereby amended by
replacing the reference to "the Borrower" appearing in the introductory
paragraph thereof with a reference to "each Borrower".
43. Section 8.01(k) of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".
44. Section 8.02 of the Credit Agreement is hereby amended by
replacing all references therein to "the Borrower" with references to "the US
Borrower".
45. Section 8.03 of the Credit Agreement is hereby amended by (i)
replacing the first and third references therein to "the Borrower" with a
reference to "each Borrower" and (ii) replacing the second reference therein
to "the Borrower" with a reference to "the US Borrower".
46. Section 8.04 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "each
Borrower".
47. Section 8.05 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "each
Borrower".
48. Section 8.06 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "each
Borrower".
49. Section 8.07(a) of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "each
Borrower".
50. Section 8.07(b) of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".
51. Section 8.08 of the Credit Agreement is hereby amended by
deleting the reference therein to "Borrower,".
9
<PAGE>
52. Section 8.09 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "each
Borrower".
53. Section 8.11(b) of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".
54. Section 8.12 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the
US Borrower".
55. Section 8.14 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the
US Borrower".
56. Section 8.15 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "each
Borrower".
57. Section 8.16 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "each
Borrower".
58. Section 8.18 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".
59. Section 8.19 of the Credit Agreement is hereby amended by
replacing each reference therein to "The Borrower" or "the Borrower" with a
reference to "The US Borrower" or "the US Borrower", respectively.
60. Section 9 of the Credit Agreement is hereby amended by
replacing the reference to "the Borrower" appearing in the introductory
paragraph thereof with a reference to "each Borrower".
61. Section 9.01(b) of the Credit Agreement is hereby amended by
deleting said section (b) in its entirety and inserting the following new
clause (b) in lieu thereof:
(b) Notwithstanding the foregoing, neither Parent nor Holdings
will engage in any business other than its ownership of the capital stock
of Holdings or the US Borrower, respectively, and those obligations of
officers and employees of Parent permitted by Section 9.05(h) and having
those liabilities which it is responsible for (or permitted to incur) under
this Agreement and the other Documents to which it is a party; provided
that each of Parent and Holdings may engage in those activities that are
incidental to (1) the maintenance of its corporate existence in compliance
with applicable law, (2) legal, tax and accounting matters in connection
with any of the foregoing activities and (3) the entering into, and
performance of its obligations under, this Agreement and the other
Documents to which it is a party.
62. Section 9.02 of the Credit Agreement is hereby amended by (i)
replacing each reference therein to "the Borrower" with a reference to "the
US Borrower" and (ii) deleting clause (l) thereof in its entirety and
inserting the following new clause (l) in lieu thereof:
10
<PAGE>
(l) so long as no Default or Event of Default exists or would result
therefrom (including, without limitation, pursuant to Section 10.10),
Parent may purchase, in the open market or otherwise, up to $20,000,000 in
the aggregate of its common stock.
63. Section 9.03 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the
US Borrower".
64. Section 9.04 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the
US Borrower".
65. Sections 9.05(b), (c), (f), (g), (j), (l), (m) and (n) of the
Credit Agreement are hereby amended by replacing each reference therein to
"the Borrower" with a reference to "the US Borrower".
66. Section 9.05(i) of the Credit Agreement is hereby amended by
deleting said section (i) in its entirety and inserting the following new
section (i) in lieu thereof:
(i) Parent and Holdings may make equity contributions, directly in
the case of Holdings, or by way of downstream contributions in the case of
Parent, to the capital of the US Borrower;
67. Section 9.06 of the Credit Agreement is hereby amended by (i)
replacing each reference to "the Borrower" appearing in clause (i) thereof
with a reference to "the US Borrower" and (ii) deleting clauses (iii), (iv)
and (v) thereof in their entirety and inserting the following new clauses
(iii), (iv), (v) and (vi) in lieu thereof:
(iii) so long as no Default or Event of Default then exists or would
result therefrom, the US Borrower may pay cash Dividends to Holdings, which
in turn shall pay such amounts to Parent, so long as the cash proceeds
thereof are promptly used by Parent for the purposes described in clause
(ii) or (v) of this Section 9.06;
(iv) cash Dividends may be paid to Holdings and/or Parent so long as
the proceeds thereof are promptly used by the ultimate recipient thereof to
pay operating expenses in the ordinary course of business (including,
without limitation, professional fees and expenses) and other similar
corporate overhead costs and expenses, PROVIDED, that the aggregate amount
of cash Dividends paid pursuant to this clause (iv) (calculated without
duplication in the case of amounts not Dividended to Holdings or the
Parent) shall at no time during any fiscal year of the US Borrower exceed
$200,000;
(v) cash Dividends may be paid to Parent and Holdings in the
amounts and at the times of any payment by the ultimate such recipient in
respect of its taxes (or taxes of the consolidated group of which it is
parent), PROVIDED, that (x) the amount of cash Dividends paid pursuant to
this clause (v) to enable Parent or Holdings to pay taxes at any time shall
not exceed the amount of such taxes owing by the ultimate such recipient at
such time for the respective period and (y) any refunds received by Parent
or Holdings shall promptly be returned by such Person to the US Borrower;
and
11
<PAGE>
(vi) so long as no Default or Event of Default exists or would
result therefrom, Parent may purchase shares of common stock of Parent to
the extent permitted by Section 9.02(l).
68. Section 9.07 of the Credit Agreement is hereby amended by (i)
replacing each reference therein to "the Borrower" with a reference to "the
US Borrower", (ii) replacing the word "and" at the end of clause (iv) thereof
with a semi-colon and (iii) inserting the following new clause (vi)
immediately following clause (v) thereof: " and (vi) the purchase by Parent
of its common stock to the extent permitted by Section 9.02(l)".
69. Section 9.08 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the
US Borrower".
70. Section 9.14 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the
US Borrower"
71. Section 9.15 of the Credit Agreement is hereby amended by
replacing the first reference therein to "the Borrower" with a reference to
"the US Borrower".
72. Section 10.01 of the Credit Agreement is hereby amended by
replacing the reference therein to "The Borrower" with a reference to "Either
Borrower"
73. Section 10 of the Credit Agreement is hereby further amended
by deleting the final paragraph following Section 10.10 thereof in its
entirety and inserting the following new paragraph in lieu thereof:
then, and in any such event, and at any time thereafter, if any Event of
Default shall then be continuing, the Agent shall, upon the written request
of the Required Banks, by written notice to the US Borrower, take any or
all of the following actions, without prejudice to the rights of the Agent
or any Bank to enforce its claims against any Guarantor or either Borrower,
except as otherwise specifically provided for in this Agreement (PROVIDED,
that if an Event of Default specified in Section 10.05 shall occur with
respect to either Borrower, the result which would occur upon the giving of
written notice by the Agent as specified in clauses (i) and (ii) below
shall occur automatically without the giving of any such notice): (i)
declare the Total Commitment terminated, whereupon the Commitment of each
Bank shall forthwith terminate immediately and any Commitment Fees shall
forthwith become due and payable without any other notice of any kind; (ii)
declare the principal of and any accrued interest in respect of all Loans
and all Obligations owing hereunder (including Unpaid Drawings) to be,
whereupon the same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Borrower; (iii) enforce, as Collateral Agent (or
direct the Collateral Agent to enforce), any or all of the Liens and
security interests created pursuant to the Security Documents; (iv)
terminate any Letter of Credit which may be terminated in accordance with
its terms; (v) direct the US Borrower to pay (and the US Borrower hereby
agrees upon receipt of such notice, or upon the occurrence of any Event of
Default specified in Section 10.05, to pay) to the Collateral Agent at the
12
<PAGE>
Payment Office such additional amounts of cash, to be held as security for
the US Borrower's reimbursement obligations in respect of Letters of Credit
then outstanding, equal to the aggregate Stated Amount of all Letters of
Credit then outstanding; and (vi) apply any cash collateral as provided in
Section 4.02.
74. Section 11 of the Credit Agreement is hereby amended by (i)
deleting the following definitions in their entirety:
Authorized Officer
Borrower
Borrowing
Credit Party
Guaranteed Obligations
Material Adverse Effect
Parent
Permitted Acquisition
Security Agreement Collateral
Security Documents
, (ii) inserting the following new definitions in appropriate alphabetical
order:
"Authorized Officer" shall mean, with respect to (i) delivering
Notices of Borrowing, Notices of Conversion and similar notices, any
treasurer or other financial officer of the respective Borrower delivering
such notice, (ii) delivering Letter of Credit Requests, financial
information and officer's certificates pursuant to this Agreement, any
treasurer or other financial officer of the US Borrower and (iii) any other
matter in connection with this Agreement or any other Credit Document, any
officer (or a person or persons so designated by any two officers) of
Parent or the US Borrower, in each case to the extent reasonably acceptable
to the Agent.
"Borrower" shall mean (i) at any time prior to the Sixth Amendment
Effective Date and prior to the merger of Tri-Star Aerospace Co. with and
into Tri-Star Holdings, with Tri-Star Holdings emerging as the surviving
corporation, Tri-Star Aerospace Co., (ii) at any time thereafter and prior
to the Sixth Amendment Effective Date, Tri-Star Holdings and (iii) at any
time after the Sixth Amendment Effective Date, each of the US Borrower and
the French Borrower; PROVIDED that, for purposes of Section 13.12 only,
each reference to "the Borrower" appearing therein shall be deemed a
reference to "the US Borrower".
"Borrowing" shall mean and include (i) the borrowing of Swingline
Loans by a single Borrower from BTCo on a given date and (ii) the borrowing
of one Type of Loan pursuant to a single Tranche by a single Borrower from
all of the Banks having Commitments with respect to such Tranche on a PRO
RATA basis on a given date (or resulting from conversions on a given date),
having in the case of Eurodollar Loans the same Interest Period; PROVIDED,
that Base Rate Loans incurred pursuant to Section 1.10(b) shall be
considered part of any related Borrowing of Eurodollar Loans.
13
<PAGE>
"Credit Party" shall mean Parent, Holdings, the US Borrower, the
French Borrower and each Subsidiary Guarantor.
"French Borrower" shall mean TriStar Aerospace SARL, a corporation
organized and existing under the laws of France.
"French Pledge Agreement" shall have the meaning provided in the Sixth
Amendment.
"French Security Agreement" shall have the meaning provided in the
Sixth Amendment.
"Guaranteed Obligations" shall mean (i) the principal and interest on
each Note issued by each Borrower to each Bank, and Loans made, under this
Agreement and all reimbursement obligations and Unpaid Drawings with
respect to Letters of Credit, together with all the other obligations
(including obligations which, but for the automatic stay under Section
362(a) of the Bankruptcy Code, would become due) and liabilities
(including, without limitation, indemnities, fees and interest thereon) of
each Borrower to such Bank, the Agent and the Collateral Agent now existing
or hereafter incurred under, arising out of or in connection with this
Agreement or any other Credit Document and the due performance and
compliance with all the terms, conditions and agreements contained in the
Credit Documents by each Borrower and (ii) all obligations (including
obligations which, but for the automatic stay under Section 362(a) of the
Bankruptcy Code, would become due) and liabilities of each Borrower or any
of its Subsidiaries owing under any Interest Rate Protection Agreement or
Other Hedging Agreement entered into by such Borrower or any of its
Subsidiaries with any Bank or any affiliate thereof (even if such Bank
subsequently ceases to be a Bank under this Agreement for any reason) so
long as such Bank or affiliate participate in such Interest Rate Protection
Agreement or Other Hedging Agreement, and their subsequent assigns, if any,
whether now in existence or hereafter arising, and the due performance and
compliance with all terms, conditions and agreements contained therein.
"Material Adverse Effect" shall mean a material adverse effect on the
business, properties, assets, liabilities, condition (financial or
otherwise) or prospects of Parent, Holdings, the US Borrower, the US
Borrower and its Subsidiaries taken as a whole, Holdings and its
Subsidiaries taken as a whole or Parent and its Subsidiaries taken as a
whole; PROVIDED that for purposes of satisfying the conditions precedent to
the extensions of credit on Initial Borrowing Date and the representations
and warranties made pursuant to the Credit Documents on the Initial
Borrowing Date, it shall also constitute a Material Adverse Effect if there
has been a material adverse effect on the business, properties, assets,
liabilities, condition (financial or otherwise) or prospects of either
Tri-Star Aerospace or the Aviall Business.
"Parent" shall have the meaning provided in the first paragraph of
this Agreement, or, after such corporation's name is changed pursuant to
the events described in the
14
<PAGE>
Fourth Amendment to this Agreement, dated February 9, 1998, Parent shall
mean TriStar Aerospace Co., a Delaware corporation.
"Permitted Acquisition" shall mean the acquisition by the US Borrower
of assets constituting a business, division or product line of any Person
not already a Subsidiary of the US Borrower or of 100% of the capital stock
of any such Person, which Person shall, as a result of such acquisition,
become a Domestic Subsidiary of the US Borrower, PROVIDED that (A) the
consideration paid by the US Borrower consists solely of cash (including
proceeds of Revolving Loans), the issuance of Indebtedness otherwise
permitted in Section 9.04, the issuance of Common Stock of Parent to the
extent no Default or Event of Default exists pursuant to Section 10.10 or
would result therefrom and the assumption/acquisition of any Permitted
Acquired Debt (calculated at face value) relating to such business,
division, product line or Person which is permitted to remain outstanding
in accordance with the requirements of Section 9.04, (B) in the case of the
acquisition of 100% of the capital stock of any Person, such Person shall
own no capital stock of any other Person unless either (x) such Person owns
100% of the capital stock of such other Person or (y) (1) such Person
and/or its Wholly-Owned Subsidiaries own at least 80% of the consolidated
assets of such Person and its Subsidiaries and (2) any non-Wholly Owned
Subsidiary of such Person was non-Wholly Owned prior to the date of such
Permitted Acquisition of such Person, (C) substantially all of the
business, division or product line acquired pursuant to the respective
Permitted Acquisition, or the business of the Person acquired pursuant to
the respective Permitted Acquisition and its Subsidiaries taken as a whole,
is in the United States and (D) all applicable requirements of Sections
8.14 and 9.02 applicable to Permitted Acquisitions are satisfied.
Notwithstanding anything to the contrary contained in the immediately
preceding sentence, an acquisition which does not otherwise meet the
requirements set forth above in the definition of "Permitted Acquisition"
shall constitute a Permitted Acquisition if, and to the extent, the
Required Banks agree in writing that such acquisition shall constitute a
Permitted Acquisition for purposes of this Agreement.
"Pledge Agreements" shall mean the Pledge Agreement and the French
Pledge Agreement.
"Security Agreement Collateral" shall mean all "Collateral" as defined
in the Security Agreements.
"Security Agreements" shall mean the Security Agreement and the French
Security Agreement.
"Security Documents" shall mean the Pledge Agreements, the Security
Agreements, each Mortgage and each Additional Security Document.
"Sixth Amendment" shall mean the Sixth Amendment to this Agreement
dated as of December 4, 1998.
15
<PAGE>
"Sixth Amendment Effective Date" shall have the meaning provided in
the Sixth Amendment.
"US Borrower" shall mean Tri-Star Holdings, as the surviving
corporation of the merger of Tri-Star Aerospace Co. with and into Tri-Star
Holdings.
, (iii) replacing each reference to "the Borrower" appearing in the
definitions of "Affiliate", "Applicable Excess Cash Flow Percentage",
"Canadian Subsidiary", "Consolidated Net Income", "Excess Cash Flow", "L/C
Supportable Indebtedness", "Mortgaged Property", "Notice Office", "Payment
Office" and "Subsidiary Guarantor" with references to "the US Borrower" and
(iv) replacing the reference to "the Borrower" appearing in the definition of
"Bank Default" with a reference to "either Borrower".
75. Section 12.05 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".
76. Section 12.06 of the Credit Agreement is hereby amended by (i)
replacing the first reference therein to "the Borrower" with a reference to
"Parent" and (ii) replacing the second, third and fourth references therein
to "the Borrower" with references to "either Borrower".
77. Section 12.10 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the
US Borrower".
78. Section 13.01 of the Credit Agreement is hereby amended by
replacing the reference therein to "The Borrower" with a reference to "The US
Borrower".
79. Section 13.02 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to
"either Borrower".
80. Section 13.04 of the Credit Agreement is hereby amended by (i)
replacing the reference to "the Borrower may not" appearing in the first
proviso to clause (a) thereof with a reference to "neither Borrower may",
(ii) replacing the reference to "the Borrower" appearing in clause (ii) of
the third proviso to clause (a) thereof with a reference to "either
Borrower", (iii) replacing the reference to "the Borrower" appearing in
clause (iii) of the third proviso to clause (a) thereof with a reference to
"each Borrower" and (iv)replacing each reference to "the Borrower" appearing
in clause (b) thereof with a reference to "the US Borrower".
81. Section 13.07 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".
82. Section 13.09 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".
83. Section 13.14 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".
16
<PAGE>
84. Section 13.15 of the Credit Agreement is hereby amended by (i)
replacing the reference to "the Borrower" appearing in clause (a) thereof
with a reference to "the US Borrower" and (ii) replacing the reference to
"the Borrower hereby acknowledges and agrees" appearing in clause (b) thereof
with a reference to "the other Credit Parties party hereto hereby
acknowledge and agree".
85. Section 13.17 of the Credit Agreement is hereby amended by
(i) replacing the reference therein to "The Borrower" with a reference to
"Each Borrower", (ii) replacing the first reference therein to "the
Borrower's" with a reference to "such Borrower's", (iii) replacing the second
reference therein to "the Borrower's" with a reference to "the respective
Borrower's" and (iv) replacing the final reference therein to "The Borrower"
with a reference to "The US Borrower".
86. Section 13 of the Credit Agreement is hereby further amended
by inserting the following new Section 13.18 at the end thereof:
13.18. JUDGMENT CURRENCY. (a) The Credit Parties' obligations
hereunder and under the other Credit Documents to make payments in U.S.
Dollars shall not be discharged or satisfied by any tender or recovery
pursuant to any judgment expressed in or converted into any currency other
than U.S. Dollars, except to the extent that such tender or recovery
results in the effective receipt by the Agent, the Collateral Agent or the
respective Bank of the full amount of U.S. Dollars expressed to be payable
to the Agent, the Collateral Agent or such Bank under this Agreement or the
other Credit Documents. If, for the purpose of obtaining or enforcing
judgment against any Credit Party in any court or in any jurisdiction, it
becomes necessary to convert from any currency other than U.S. Dollars
(such other currency being hereinafter referred to as the "Judgment
Currency") an amount due in U.S. Dollars, the conversion shall be made at
the rate of exchange (as quoted by the Agent or if the Agent does not quote
a rate of exchange on such currency, by a known dealer in such currency
designated by the Agent and reasonably acceptable to the relevant Borrower)
plus any premium and costs payable in connection with the purchase of U.S.
Dollars, in each case determined as of the Business Day immediately
preceding the day on which the judgment is given (such Business Day being
hereinafter referred to as the "Judgment Currency Conversion Date").
(b) If there is a change in the prevailing rate of exchange between
the Judgment Currency Conversion Date and the date of actual payment of the
amount due, the Borrowers covenant and agree to pay, or cause to be paid,
such additional amounts, if any (but in any event not a lesser amount) as
may be necessary to ensure that the amount paid in the Judgment Currency,
when converted at the rate of exchange prevailing on the date of payment,
will produce the amount of U.S. Dollars which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate of exchange determined on the Judgment Currency
Conversion Date.
17
<PAGE>
87. Section 14.01 of the Credit Agreement is hereby amended by
replacing the reference therein to "Parent, Holdings and Tri-Star Holdings"
with a reference to "Parent, Holdings and (with respect to the Guaranteed
Obligations of the French Borrower only) the US Borrower"
88. Section 14 of the Credit Agreement is hereby further amended
by replacing each reference therein to "the Borrower" with a reference to
"the Borrowers (or in the case of the US Borrower, the French Borrower)".
89. Annex I and Exhibits A, B-2, B-3 and I to the Credit Agreement
are hereby amended by deleting each in its entirety and inserting Annex I and
Exhibit A, B-2, B-3 and I hereto, respectively, in lieu thereof.
II. ACKNOWLEDGMENT AND AGREEMENT WITH RESPECT TO OTHER CREDIT DOCUMENTS
Each Parent Guarantor (as defined after giving effect to this Amendment)
hereby acknowledges and agrees that, in addition to any obligations
guaranteed prior to giving effect to this Amendment, it has, pursuant to
Section 14 of the Credit Agreement (as amended hereby), unconditionally
guaranteed to the Secured Creditors all of the obligations of the French
Borrower under the Credit Agreement, and it is agreed that all such
obligations of the French Borrower guaranteed by the Parent Guarantors (as
defined after giving effect to this Amendment) shall be included in all
references to "Credit Document Obligations" or similar references to
obligations of such Parent Guarantor contained in any Security Document.
III. MISCELLANEOUS PROVISIONS
1. By its execution of this Amendment, the French Borrower is deemed to
be a party to the Credit Agreement as a Borrower thereunder and accepts for
itself all of the duties and obligations required under the terms of the
Credit Agreement as modified hereby.
3. This Amendment is limited precisely as written and shall not be
deemed to be a consent to or waiver or modification of any other term or
condition of the Credit Agreement, the other Credit Documents or any of the
instruments or agreements referred to therein.
4. In order to induce the Banks to enter into this Amendment, (a) each
Borrower hereby jointly and severally represents and warrants that (x) no
Default or Event of Default exists on the Sixth Amendment Effective Date (as
defined below) both before and after giving effect to this Amendment and (y)
all of the representations and warranties contained in the Credit Documents
shall be true and correct in all material respects on and as of the Sixth
Amendment Effective Date both before and after giving effect to this
Amendment with the same effect as though such representations and warranties
had been made on and as of the Sixth 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)
and (b) the French Borrower hereby covenants and agrees that (x) at any time
after the Sixth Amendment Effective Date when either (i) the Agent or the
Required Banks shall request or (ii) the French Borrower shall own any
material accounts receivable, the French Borrower shall promptly thereafter
duly authorize,
18
<PAGE>
execute and deliver a security agreement (as modified, amended or
supplemented from time to time in accordance with the terms thereof and of
the Credit Agreement, the "French Security Agreement") in form and substance
satisfactory to the Agent and the Required Banks, together with an opinion of
French counsel satisfactory to the Agent and the Required Banks with respect
thereto and (y) if at any time after the Sixth Amendment Effective Date the
French Borrower shall own any stock of any Subsidiary, the French Borrower
shall duly authorize, execute and deliver a pledge agreement (as modified,
amended or supplemented from time to time in accordance with the terms
thereof and of the Credit Agreement, the "French Pledge Agreement") in form
and substance satisfactory to the Agent and the Required Banks, together with
an opinion of French counsel satisfactory to the Agent and the Required Banks
with respect thereto.
5. This Amendment shall become effective on the date (the "Sixth
Amendment Effective Date"), on which (A) each Credit Party, the Required
Banks, BTCo and LaSalle National Bank shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered
(including by way of facsimile) the same to the Agent at its Notice Office
and (B) each of the following conditions precedent shall have been satisfied
to the satisfaction of the Agent and the Required Banks:
(i) All necessary governmental and third party consents and/or
approvals in connection with the transactions contemplated by this
Amendment (including, without limitation, the consent of the Banks required
to consent thereto under the terms of the Credit Agreement) shall have been
obtained and remain in effect, and all applicable waiting periods shall
have expired without any action being taken by any competent authority
which restrains, prevents or imposes materially adverse conditions upon,
the consummation of this Amendment. Additionally, there shall not exist any
judgment, order, injunction or other restraint prohibiting or imposing
materially adverse conditions upon the consummation of this Amendment or
the transactions contemplated hereby;
(ii) there shall have been delivered to the Agent new Revolving
Notes reflecting the revised Revolving Loan Commitments set forth on Annex
I hereto;
(iii) the Agent shall have received satisfactory opinions of legal
counsel relating to this Amendment and the transactions contemplated hereby
as have been reasonably requested by the Agent or the Required Banks;
(iv) since December 31, 1997, nothing shall have occurred (and
neither the Agent nor the Required Banks shall have become aware of any
facts or conditions not previously known) which the Agent or the Required
Banks shall determine could have a material adverse effect on the rights or
remedies of the Banks or the Agent, or on the ability of Parent or any of
its Subsidiaries to perform their respective obligations to the Agent or
the Banks or which could have a Materially Adverse Effect;
(vi) no litigation by any entity (private or governmental) shall be
pending or threatened with respect to this Amendment or the transactions
contemplated hereby or any documentation executed in connection herewith,
or with respect to any material debt of Parent or its Subsidiaries which is
to remain outstanding after the consummation of
19
<PAGE>
this Amendment, or which the Agent or the Required Banks shall determine
could have a Material Adverse Effect;
(vii) all agreements relating to, and the corporate and capital
structure of, Parent and its Subsidiaries, and all organizational documents
of such entities shall either not have changed since the Effective Date,
or, if changed, such changes shall be satisfactory to the Commitment
Parties;
(viii) all Loans made and Commitments outstanding pursuant to the
Credit Agreement shall be in full compliance with all applicable margin
regulations and, immediately after giving effect to this Amendment, there
shall exist no conflict with (i) any indebtedness of Parent or any of its
subsidiaries that is to remain outstanding or (ii) any material agreements
to which Parent or any of its subsidiaries is a party;
(ix) the Agent shall have received a solvency certificate from the
chief financial officer of the US Borrower supporting the conclusion that,
after giving effect to this Amendment and the increase of the Total
Revolving Loan Commitment (computed as if the Total Unutilized Revolving
Loan Commitment were $0), Parent and its Subsidiaries, taken as a whole,
are not insolvent and will not be rendered insolvent by the indebtedness
incurred in connection therewith, and will not be left with unreasonably
small capital with which to engage in their business and will not have
incurred debts beyond their ability to pay such debts as they mature;
(x) the US Borrower shall have paid all costs, fees, expenses
(including, without limitation, legal fees and expenses) and other
compensation payable to the Agent or the Banks to the extent due,
including, without limitation, a fee to each Bank which executes and
delivers a counterpart of this Amendment on or prior to December 4, 1998,
an amendment fee equal to 1/4 of 1% of the sum of (x) the aggregate
outstanding principal amount of such Bank's Term Loans and (y) the amount
of such Bank's Revolving Loan Commitment, in the case of each of clauses
(x) and (y) above calculated immediately prior to giving effect to this
Amendment; and
(xi) there shall not exist or be continuing any Default or Event of
Default under the Credit Agreement.
Unless the Agent has received actual notice from any Bank that the
conditions set forth above have not been satisfied, upon the satisfaction of
the conditions specified in clause (A) of the immediately preceding sentence
and upon the Agent's good faith determination that the other conditions
described above have been satisfied, the Sixth Amendment Effective Date shall
be deemed to have occurred, regardless of any subsequent determination that
one or more of the conditions thereto had not been satisfied (although the
occurrence of the Sixth Amendment Effective Date shall not release the
Borrower from any liability for failure to satisfy one or more of the
conditions specified above). The Agent will give the Borrower and each Bank
prompt notice of the occurrence of the Sixth Amendment Effective Date.
20
<PAGE>
6. 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 Company and the Agent.
7. 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.
8. From and after the Sixth Amendment Effective Date, all references in
the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended hereby.
* * *
21
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
TRISTAR AEROSPACE CO.
By: /s/Douglas Childress
---------------------------------------------
Title: Executive Vice President &
Chief Financial Officer
AEROSPACE ACQUISITION CORP.
By: /s/Douglas Childress
---------------------------------------------
Title: Executive Vice President &
Chief Financial Officer
TRISTAR AEROSPACE, INC.
By: /s/Douglas Childress
---------------------------------------------
Title: Executive Vice President &
Chief Financial Officer
TRISTAR AEROSPACE SARL
By /s/ Quentin Bourjeaurd
---------------------------------------------
Title: President & Chief Executive Officer
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By: /s/ Gregory P. Shefrin
---------------------------------------------
Title: Vice President
LASALLE NATIONAL BANK
By: /s/ Stephen Cohen
---------------------------------------------
Title: Vice President
22
<PAGE>
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By: /s/ Peter Gewitz
---------------------------------------------
Title: Authorized Signatory
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Payson F. Swaffield
---------------------------------------------
Title: Vice President
KEYBANK N.A.
By: /s/ Sharon F. Weinstein
---------------------------------------------
Title: Vice President
PILGRIM AMERICA PRIME RATE TRUST
By: Pilgrim America Investments, Inc.
as its Investment Manager
By: /s/ Robert L. Wilson
---------------------------------------------
Title: Vice Presidemt
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By: /s/ Jeffrey W. Maillet
---------------------------------------------
Title: Senior Vice President & Director
-23-
<PAGE>
ANNEX I
OUTSTANDING TERM LOANS AND COMMITMENTS
<TABLE>
<CAPTION>
Outstanding Revolving Loan
Bank Term Loans Commitment
- ---- ---------- ----------
<S> <C> <C>
Bankers Trust Company $2,450,000.00 $20,000,000.00
LaSalle National Bank $0 $20,000,000.00
KeyBank N.A. $7,350,000.00 $10,000,000.00
Senior Debt Portfolio $14,749,494.95 $0
Morgan Stanley Dean Witter $9,800,000.00 $0
Prime Income Trust
Van Kampen American Capital $7,840,000.00 $0
Prime Rate Trust
Pilgrim America Prime Rate $6,810,505.05 $0
Trust
-------------- --------------
Total $49,000,000.00 $50,000,000.00
</TABLE>
-24-
<PAGE>
EXHIBIT A
-25-
<PAGE>
EXHIBIT B-2
-26-
<PAGE>
EXHIBIT B-3
-27-
<PAGE>
EXHIBIT I
-28-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TRISTAR
AEROSPACE CO. AND SUBSIDIARIES FORM 10-Q AS OF DECEMBER 31, 1998 AND FOR THE
THREE MONTHS ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 4,024
<SECURITIES> 0
<RECEIVABLES> 39,528
<ALLOWANCES> 978
<INVENTORY> 97,630
<CURRENT-ASSETS> 146,383
<PP&E> 6,442
<DEPRECIATION> 1,695
<TOTAL-ASSETS> 161,136
<CURRENT-LIABILITIES> 28,511
<BONDS> 75,000
0
0
<COMMON> 170
<OTHER-SE> 57,455
<TOTAL-LIABILITY-AND-EQUITY> 161,136
<SALES> 48,324
<TOTAL-REVENUES> 48,324
<CGS> 32,744
<TOTAL-COSTS> 7,393
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,559
<INCOME-PRETAX> 6,698
<INCOME-TAX> 2,612
<INCOME-CONTINUING> 4,086
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,086
<EPS-PRIMARY> 0.24
<EPS-DILUTED> 0.23
</TABLE>
