Exhibit 10
EIGHTH AMENDMENT
EIGHTH AMENDMENT AND WAIVER, dated as of November 8, 2000 (the
"Eighth Amendment"), among the financial institutions named in the Credit
Agreement (as defined below) (such financial institutions, together with their
respective successors and assigns, are referred to hereinafter each individually
as a "Lender" and collectively as the "Lenders"), Bank of America, N.A. as
administrative agent for the Lenders (in its capacity as administrative agent,
together with any successor in such capacity, the "Administrative Agent"), Ames
Merchandising Corporation ("AMC" and "Borrower"), and the other Credit Parties
named in and signatory to the Second Amended and Restated Credit Agreement,
dated as of December 31, 1998, and amended as of April 16, 1999, as of June 1,
1999, as of October 15, 1999, as of January 18, 2000, as of January 27, 2000, as
of May 8, 2000, and as of July 25, 2000 (as previously amended, the "Original
Agreement", and as further amended, restated, modified and supplemented from
time to time, the "Credit Agreement") among the Lenders, the Administrative
Agent, the Borrower, and the other Credit Parties named therein and signatories
thereto. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Original Agreement.
WHEREAS, the Credit Parties wish to waive and amend certain provisions of
the Original Agreement;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree hereby as follows:
AGREEMENTS OF THE PARTIES HERETO
Waiver. (1) Subject to the satisfaction of all the conditions set forth in
Section 3 below, the Lenders hereby waive compliance by the Borrower with
Section 9.26 Fixed Charge Coverage Ratio of the Original Agreement through the
date hereof and any Event of Default under clause (c) of Section 11.1 of the
Original Agreement resulting solely from such failure to comply.
Except as expressly waived hereby, all of the representations, warranties,
terms, covenants and conditions of the Original Agreement shall remain in full
force and effect in accordance with their respective terms. The waiver set forth
herein shall be limited precisely as provided for herein and shall not be deemed
to be waivers of, amendments of, consents to or modifications of any term or
provision of the Credit Agreement or any other document or instrument referred
to therein or of any transaction or further or future action on the part of the
Borrower requiring the consent of the Lenders except to the extent specifically
provided for herein. Except as expressly set forth herein, the Lenders have not
and shall not be deemed to have waived any of their rights and remedies against
the Borrower for any existing or future Events of Default.
AMENDMENTS TO THE ORIGINAL AGREEMENT
Section 1.1 is hereby amended by adding the following new
definitions in the proper alphabetical order therein:
"Eighth Amendment" means that certain Eighth
Amendment dated as of November 8, 2000 among
the Borrower, the Majority Lenders, the Administrative Agent
and the other Credit Parties. The definition of "Applicable Margin" in Section
1.1 is hereby amended by replacing it in its entirety with the following new
definition:
"Applicable Margin" means, with respect to any Loan,
the amount set forth below which corresponds to the Fixed
Charge Coverage Ratio set forth below for the twelve
consecutive fiscal months of the Parent ended with the most
recent fiscal month of the Parent for which the Administrative
Agent receives the financial statements and Fixed Charge
Coverage Ratio Certificate required below, determined and
adjusted as provided herein. On the "Effective Date" of the
Eighth Amendment (as defined therein) and thereafter until the
first day of the first full calendar month after the delivery
to the Administrative Agent of the financial statements of the
Parent and its Subsidiaries required pursuant to Section
7.2(b) as at the end of and for the fiscal month of the Parent
ended October 28, 2000, together with the corresponding Fixed
Charge Coverage Ratio Certificate for the twelve consecutive
fiscal months ended on such date, the Applicable Margin for
LIBOR Rate Loans shall be 2.25% and the Applicable Margin for
Base Rate Loans shall be 0.625% and each shall thereafter be
adjusted after each delivery to the Administrative Agent of
the monthly financial statements of the Parent and its
Subsidiaries required pursuant to Section 7.2(b) for each
fiscal month of the Parent, together with the corresponding
Fixed Charge Coverage Ratio Certificate for the twelve fiscal
months ending on the last day of such fiscal month, which
Fixed Charge Coverage Ratio Certificate demonstrates that the
Fixed Charge Coverage Ratio indicated below for any such
adjustment has been achieved, each such adjustment to be
effective on the first day of the first full calendar month
after the latest date on which each such delivery is required
hereunder.
Page - 27
<PAGE>
<TABLE>
Fixed Charge Applicable Margin
Coverage Applicable Margin for for
Ratio LIBOR Rate Loans Base Rate Loans
----- ---------------- ---------------
<S> <C> <C>
Equal to or greater than 1.50 to 1.00 1.50% Zero (0)
Equal to or greater than 1.20 to 1.00 but less 1.75% .125%
than 1.50 to 1.00
Equal to or greater than 1.00 to 1.00 but less 2.00% .375%
than 1.20 to 1.00
Less than 1.00 to 1.00 2.25% .625%
</TABLE>
Notwithstanding anything in this definition to the contrary,
(i) in the event that the Administrative Agent shall fail to receive any such
financial statements and the related Fixed Charge Coverage Ratio Certificate for
any fiscal month of the Parent within thirty (30) days following the end of such
fiscal month (within forty-five (45) days following the end of such fiscal month
if such fiscal month is the last fiscal month of any fiscal quarter), then the
Applicable Margin shall, at the end of such thirtieth or forty-fifth day, as
appropriate, immediately and without notice or further action be the highest
Applicable Margin provided herein (such Applicable Margin to be in effect until
the first day of the first full calendar month after the Administrative Agent
receives the financial statements of the Parent and its Subsidiaries required
under Section 7.2(b) for the most recent fiscal month of the Parent, and the
related Fixed Charge Coverage Ratio Certificate); and (ii) in the event that,
with respect to any twelve consecutive fiscal months of the Parent which shall
be a Fiscal Year, the audited financial statements of the Parent and its
Subsidiaries required under Section 7.2(a) for such Fiscal Year shall indicate
the Fixed Charge Coverage Ratio for such twelve consecutive fiscal months (as
determined by the Administrative Agent) was less than that reflected in the
Fixed Charge Coverage Ratio Certificate delivered to the Administrative Agent
for such twelve consecutive fiscal months, the Applicable Margin shall be
adjusted retroactively (to the effective date of the Applicable Margin which was
determined based upon the delivery of such Fixed Charge Coverage Ratio
Certificate and the related monthly financial statements of the Parent and its
Subsidiaries delivered pursuant to Section 7.2(b) for the twelfth month of such
twelve consecutive fiscal months) to reflect an Applicable Margin based upon the
Fixed Charge Coverage Ratio determined from the audited financial statements and
the Borrower shall make payments to the Administrative Agent on behalf of the
Lenders to reflect such adjustment.
The definition of "EBITDA" in Section 1.1 is hereby amended by adding at the
very end of (ii)(E) therein the following:
and, for the Fiscal Year ending February 3, 2001, an amount
not to exceed $140,000,000 in respect of non-recurring
restructuring charges and incremental inventory markdowns in
connection with the closing of up to thirty-three stores as
previously disclosed to the Administrative Agent;
Paragraph (b) of Section 7.2 is hereby amended by deleting therein the words "or
forty-five (45) days in the case of a fiscal month that is the last month of a
fiscal quarter" from the first sentence thereof. Paragraph (c) of Section 7.2 is
hereby amended by deleting therein the words starting with "either (x)" through
and including "or (y)" and deleting the word "month" as the last word of such
paragraph and replacing it with the words "relevant period." Clause (ii) of
Section 9.9 is hereby amended by (1) deleting the word "and" before clause (h)
and (2) adding the following immediately prior to the period at the end of
Section 9.9:
; and, (i) the closure of up to thirty-three stores in the
last fiscal quarter of the Fiscal Year ending February 3, 2001
and, so long as the proceeds thereof are paid to the
Administrative Agent to be applied in accordance with Section
4.6, the sales of the leaseholds of those thirty-three stores.
Section 9.26 is hereby amended by replacing it in its entirety with
the following new Section 9.26: Fixed Charge Coverage Ratio.
(a) Quarterly Test. (i) At the end of each fiscal quarter set
forth below, the Parent shall maintain a Fixed Charge Coverage
Ratio of not less than the respective amount set forth below
for the four consecutive fiscal quarter period ending on the
last day of the applicable fiscal quarter:
<TABLE>
<S> <C>
Fiscal Quarter End Fixed Charge Coverage Ratio
------------------ ---------------------------
February 3, 2001 .40:1.00
May 5, 2001 .50:1.00
August 4, 2001 .70:1.00
November 3, 2001 1.00:1.00
and each fiscal quarter thereafter 1.00:1.00
</TABLE>
Page - 28
<PAGE>
(ii) The above covenant shall be tested as follows:
The Credit Parties shall deliver to the Administrative Agent
not later than (x) 30 days following the end of each of the
first three fiscal quarters of each fiscal year and (y) 40
days following the fiscal year end a calculation of the Fixed
Charge Coverage Ratio in such detail as shall be acceptable to
the Administrative Agent together with an officer's
certificate of the chief financial officer or the treasurer of
the Parent stating whether the Parent is in compliance with
the Fixed Charge Coverage Ratio for the applicable four fiscal
quarter period, provided that in the event the calculation and
the certificate set forth in this Section 9.26(a)(ii)
demonstrates compliance with the Fixed Charge Coverage Ratio,
but the financial statements delivered pursuant to Section
7.2(c) demonstrate that the Parent was not in compliance with
the Fixed Charge Coverage Ratio for the relevant four fiscal
quarter period, then the Credit Parties shall be in default of
this Section 9.26.
(b) Monthly Test. At any time Individual Availability is less
than $65,000,000, the Parent shall maintain a Fixed
Charge Coverage Ratio of not less than the respective
amount set forth below for the appropriate time period
for the most recently ended twelve month period for which
financial statements were required to be submitted to the
Administrative Agent pursuant to Section 7.2 hereunder:
<TABLE>
<S> <C>
Time Period Fixed Charge Coverage Ratio
----------- ---------------------------
11/08/00 - 03/03/01 .40:1.00
03/04/01 - 06/02/01 .50:1.00
06/03/01 - 09/01/01 .70:1.00
09/02/01 - 02/02/02 1.00:1.00
and thereafter 1.00:1.00
</TABLE>
CONDITIONS PRECEDENT TO EFFECTIVE DATE
This Eighth Amendment shall be deemed effective as of the date
hereof on such date (the "Effective Date") that the following conditions have
been satisfied in full or waived by the Administrative Agent in writing:
This Eighth Amendment shall have been executed by the Credit
Parties, the Administrative Agent and the Majority Lenders, and the Credit
Parties shall have performed and shall be in compliance with all covenants,
agreements and conditions contained herein, in the Original Agreement and in the
other Loan Documents each as amended hereby.
The Administrative Agent shall have received:
Such opinions of counsel for the Parent and the other Credit Parties as the
Administrative Agent or any Lender shall request, each such opinion to be in a
form, scope, and substance satisfactory to the Administrative Agent, the
Lenders, and their respective counsel;
(x) a certificate of the Secretary or Assistant Secretary of each Credit Party
certifying that (A) the copy of its By-laws attached to the certificate of its
Secretary or Assistant Secretary delivered on the Closing Date, or in the case
of AmesPlace.com as delivered in connection with the Sixth Amendment, is a true
and complete copy of its By-laws as in effect on the date of the certificate
delivered pursuant to this subsection and such By-laws have not been amended
since the Closing Date, (B) all required corporate actions in connection with
the execution, delivery and performance of this Eighth Amendment have been taken
and, if resolutions have been adopted by its Board of Directors or shareholders,
that attached thereto is a true and complete copy of such resolutions and that
such resolutions have not been modified, rescinded or amended and are in full
force and effect, (C) its certificate or articles of incorporation has not been
amended since the date of the last amendment thereto shown on the certificate of
good standing from the Secretary of State of the state of its incorporation
delivered on the Closing Date and in the case of AmesPlace.com, the date of the
good standing certificate delivered in connection with the Sixth Amendment and
(D) the officers executing this Eighth Amendment or any other document to which
it is a party delivered in connection herewith or therewith are the incumbent
officers and their signatures are as set forth thereto; and (y) a certificate of
another officer thereof attesting to the incumbency and signature of its
Secretary or Assistant Secretary, as the case may be; Such other approvals,
opinions or documents as the Administrative Agent may reasonably request; and
Such amendments and modifications to the other Loan Documents as the
Administrative Agent may reasonably request. To the extent invoiced, the
Borrower shall have paid all fees and expenses of the Administrative Agent and
the Attorney Costs incurred in connection with this Eighth Amendment and the
transactions contemplated hereby. All proceedings taken in connection with the
execution of this Eighth Amendment and all documents and papers relating hereto
and thereto shall be satisfactory in form, scope, and substance to the
Administrative Agent. All representations and warranties contained in this
Eighth Amendment or otherwise made in writing to the Administrative Agent or the
Lenders in connection herewith shall be true and correct in all material
respects. After the effectiveness of this Eighth Amendment, no unwaived event
has occurred and is continuing which constitutes a Default or an Event of
Default under the Credit Agreement.
Page - 29
<PAGE>
The execution and delivery to the Administrative Agent by the Credit
Parties of a counterpart of this Eighth Amendment shall be deemed to be a
representation and warranty made by each Credit Party to the effect that the
conditions precedent to the Effective Date set forth in 3.5 and 3.6 above have
been satisfied, with the same effect as delivery to the Administrative Agent and
the Lenders of a certificate signed by a Responsible Officer of each Credit
Party, dated the Effective Date, to such effect.
MISCELLANEOUS
Each Credit Party affirms, reaffirms and restates the representations and
warranties set forth in Articles 6 and 8 of the Original Agreement, as amended
by this Eighth Amendment, and all such representations and warranties shall be
true and correct on the date hereof with the same force and effect as if made on
such date. Each Credit Party represents and warrants (which representations and
warranties shall survive the execution and delivery hereof) to the Agent that:
_ It has the corporate power and authority to execute, deliver and carry out the
terms and provisions of this Eighth Amendment and the transactions contemplated
hereby and has taken or caused to be taken all necessary corporate action to
authorize the execution, delivery and performance of this Eighth Amendment and
the transactions contemplated hereby; _ No consent of any other person
(including, without limitation, shareholders or creditors of any Credit Party),
and no action of, or filing with any governmental or public body or authority is
required to authorize, or is otherwise required in connection with the
execution, delivery and performance of this Eighth Amendment and the other
instruments and documents contemplated hereby; _ This Eighth Amendment and the
other instruments and documents contemplated hereby have been duly executed and
delivered by a duly authorized officer on behalf of such party, and constitutes
a legal, valid and binding obligation of such party enforceable against such
party in accordance with its terms, subject to bankruptcy, reorganization,
insolvency, moratorium and other similar laws affecting the enforcement of
creditors' rights generally and the exercise of judicial discretion in
accordance with general principles of equity; and _ The execution, delivery and
performance of this Eighth Amendment and the other instruments and documents
contemplated hereby will not violate any law, statute or regulation, or any
order or decree of any court or governmental instrumentality, or conflict with,
or result in the breach of, or constitute a default under any contractual
obligation of such party. Other than as expressly set forth herein, nothing
herein shall be deemed to be a waiver of any covenant or agreement contained in
the Original Agreement, and each Credit Party hereby agrees that all of the
covenants and agreements contained in the Original Agreement and the other Loan
Documents are hereby ratified and confirmed in all respects and shall remain in
full force and effect in accordance with their respective terms. Each Credit
Party affirms its prior grant under the Original Agreement of a continuing first
priority security interest in, lien on, and right of set-off against, all of the
Collateral of such Credit Party, whether now owned or existing or hereafter
acquired or arising, regardless of where located, and each of them shall enter
into any confirmatory documentation requested by the Administrative Agent. All
references to the Credit Agreement in the Credit Agreement or any other Loan
Document and the other documents and instruments delivered pursuant to or in
connection therewith shall mean such agreement as amended hereby and as each may
in the future be amended, restated, supplemented or modified from time to time.
Page - 30
<PAGE>
This Eighth Amendment may be executed by the parties hereto individually or in
combination, in one or more counterparts, each of which shall be an original and
all of which shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page by telecopier shall be effective as
delivery of a manually executed counterpart. This Eighth Amendment shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of New York. The parties hereto shall, at any time and from time to time
following the execution of this Eighth Amendment, execute and deliver all such
further instruments and take all such further action as may be reasonably
necessary or appropriate in order to carry out the provisions of this Eighth
Amendment.
IN WITNESS WHEREOF, the Borrower, the Majority Lenders, the
Administrative Agent and the other Credit Parties have caused this Eighth
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.
BANK OF AMERICA, N.A., as the Administrative Agent
By:
-----------------------------------------
Name: William J. Wilson
Title: Vice President
Address: 335 Madison Avenue
New York, New York 10017
Attn: Division Manager
Telecopy No.: (212) 836-5169
BORROWER: AMES MERCHANDISING CORPORATION
By:
-----------------------------------------
Name: Sheila Reinken
Title: Treasurer
Address: 2418 Main Street
Rocky Hill, Connecticut 06067
Attn: Rolando de Aguiar
Telecopy No.: (860) 563-8560
AMES DEPARTMENT STORES, INC., as a Guarantor
By:
-----------------------------------------
Name: Sheila Reinken
Title: Treasurer
Address: 2418 Main Street
Rocky Hill, Connecticut 06067
Attn: Rolando de Aguiar
Telecopy No.: (860) 563-8560
Page - 31
<PAGE>
AMESPLACE.COM, INC., as a Guarantor
By:
-----------------------------------------
Name: Sheila Reinken
Title: Assistant Treasurer
Address: 2418 Main Street
Rocky Hill, Connecticut 06067
Attn: Rolando de Aguiar
Telecopy No.: (860) 563-8560
AMES REALTY II, INC., as a Guarantor
By:
-----------------------------------------
Name: Sheila Reinken
Title: Treasurer
Address: 2418 Main Street
Rocky Hill, Connecticut 06067
Attn: Rolando de Aguiar
Telecopy No.: (860) 563-8560
AMES TRANSPORTATION SYSTEMS, INC.,
as a Guarantor
By:
-----------------------------------------
Name: Sheila Reinken
Title: Treasurer
Address: 2418 Main Street
Rocky Hill, Connecticut 06067
Attn: Rolando de Aguiar
Telecopy No.: (860) 563-8560
BANK OF AMERICA, N.A.,
as a Lender
By:
-----------------------------------------
Name: William J. Wilson
Title: Vice President
Address: 335 Madison Avenue
New York, New York 10017
Attn: Division Manager
Telecopy No.: (212) 836-5169
CONGRESS FINANCIAL CORPORATION,
as a Lender
By:
-----------------------------------------
Name: Cindy B. Dennbaum
Title: Vice President
Address: 1133 Avenue of the Americas
New York, New York 10036
Attn: Ms. Cindy Dennbaum
Telecopy No.: (212) 545-4283
Page - 32
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
By:
-----------------------------------------
Name: Charles Chiodo
Title: Authorized Signatory
Address: 800 Connecticut Avenue, 2 North
Norwalk, Connecticut 06854
Attn: Vice President - Portfolio
Telecopy No.: (203) 316-7893
TRANSAMERICA BUSINESS CREDIT CORPORATION, as a Lender
By:
-----------------------------------------
Name: Christopher J. Norrito
Title: Vice President
Address: 555 Theodore Fremd Avenue, Suite 301
Rye, New York 10580
Attn: Mr. Jon Oldham
Telecopy No.: (914) 921-0110
THE CHASE MANHATTAN BANK,
as a Lender
By:
-----------------------------------------
Name: James M. Dailey
Title: Vice President
Address: One Chase Square C-S 5
Rochester, New York 14626
Attn: James M. Dailey
Telecopy No.: (716) 258-7440
FLEET CAPITAL CORPORATION,
as a Lender
By:
-----------------------------------------
Name: John P. Masotti
Title: Vice President
Address: 200 Glastonbury Blvd.
Glastonbury, CT 06033
Attn: Mr. John Masotti
Telecopy No.: (860) 657-7759
Page - 33
<PAGE>
LASALLE BUSINESS CREDIT, INC.,
as a Lender
By:
-----------------------------------------
Name: Lawrence P. Garni
Title: First Vice President
Address: 477 Madison Avenue, 12th Floor
New York, New York 10022
Attn: Mr. Corey Sclar
Telecopy No.: (212) 371-2966
FLEET NATIONAL BANK, as a Lender
By:
-----------------------------------------
Name: Lori Greenberg
Title: Assistant Vice President
Address: 777 Main Street
MSN 240
Hartford, Connecticut 06115
Attn: Lori Greenberg
Telecopy No.: (860) 368-6029
NATIONAL CITY COMMERCIAL FINANCE, INC.,
as a Lender
By:
-----------------------------------------
Name: Elizabeth M. Lynch
Title: Senior Vice President
Address: 1965 East 6th Street, Suite 400
Cleveland, Ohio 44114
Attn: Ms. Carla Kehres
Telecopy No.: (216) 575-9486
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:
-----------------------------------------
Name: O Theodore Kuber, Jr
Title: Vice President
Address: 1600 Market Street, 31st Floor
F2-F070-31-2
Philadelphia, Pennsylvania 19103
Attn: Ms. Celeste DiGeorge
Telecopy No.: (215) 585-4749
Page - 34
<PAGE>
CITIZENS BUSINESS CREDIT COMPANY,
as a Lender
By:
-----------------------------------------
Name: Michael Lavoie
Title: Assistant Vice President
Address: 40 Court Street
Boston, Massachusetts 02108
Attn: Mr. Michael Lavoie
Telecopy No.: (617) 227-7995
FOOTHILL CAPITAL CORPORATION, as a Lender
By:
-----------------------------------------
Name: Todd Nakamoto
Title: Vice President
Address: 11111 Santa Monica Blvd.
Los Angeles, California 90025
Attn: Mr. Todd Nakamoto
Telecopy No.: (310) 479-8952
AMSOUTH BANK, as a Lender
By:
-----------------------------------------
Name: Kevin R. Rogers
Title: Attorney in Fact
Address: c/o AmSouth Capital Corp.
350 Park Avenue, 19th Floor
New York, New York 10022
Attn: Mr. Joseph B. Huston
Telecopy No.: (212) 935-7548
IBJ WHITEHALL BUSINESS CREDIT CORPORATION, as a Lender
By:
-----------------------------------------
Name: Andrew Sepe
Title: Vice President
Address: One State Street
New York, New York 10004
Attn: Mr. Andrew Sepe
Telecopy No.: (212) 858-2151
Page - 35
<PAGE>
FLEET RETAIL FINANCE INC.,
as a Lender
By:
-----------------------------------------
Name: Betsy Ratto
Title: Managing Director
Address: 40 Broad Street, 11th Floor
Boston, Massachusetts 02109
Attn: Ms. Betsy Ratto
Telecopy No.: (617) 434-4339
CIT GROUP/BUSINESS CREDIT, INC., as a Lender
By:
-----------------------------------------
Name: Evelyn Kusold
Title: Assistant Vice President
Address: 1211 Avenue of the Americas
New York, New York 10036
Attn: Ms. Evelyn Kusold
Telecopy No.: (212) 536-1295
TEXTRON FINANCIAL CORPORATION, as a Lender
By:
-----------------------------------------
Name: George Yourick
Title: Vice President
Address: 4550 North Point, Suite 400
Alpharetta, Georgia 30022
Attn: Mr. Todd Runge
Telecopy No.: (770) 360-1672
HELLER FINANCIAL, INC., as a Lender
By:
-----------------------------------------
Name: Thomas Bukowski
Title: Senior Vice President
Address: 150 East 42nd Street, 7th Floor
New York, New York 10017
Attn: Mr. Thomas Bukowski
Telecopy No.: (212) 880-2960
Page - 36
<PAGE>
FINOVA FINANCIAL CORPORATION, as a Lender
By:
-----------------------------------------
Name: Bruce Mettle
Title: Portfolio Administrator
Address: 311 South Wacker Drive, Suite 4400
Chicago, IL 60606
Attn: Mr. Bruce Mettle
Telecopy No.: (312) 322-7250
GMAC COMMERCIAL CREDIT LLC, as a Lender
By:
-----------------------------------------
Name: Frank Inperato
Title: Senior Vice President
Address: 1290 Avenue of the Americas, 3rd Floor
New York, New York 10004
Attn: Mr. Robert E. Nuytkens
Telecopy No.: (212) 408-4317
Page - 37
<PAGE>
