<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] Annual report pursuant to section 13 or 15(d)
of the Securities Exchange Act of 1934 (Fee Required)
For the fiscal year ended May 31, 1996, or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from ___________ to ___________
Commission file number: 0-19402
VANS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-0272893
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2095 Batavia Street, Orange, California 92865
(Address of principal executive offices) (Zip Code)
(714) 974 - 7414
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title of Class)
Indicate by check mark whether registrant (1) has filed all reports required to
be filed 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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].
The approximate aggregate market value of the Common Stock held by
non-affiliates of registrant (computed based on the average bid and asked prices
of the Common Stock, as reported on the NASDAQ National Market System on August
6, 1996), is $152,416,057.
The number of shares of registrant's Common Stock outstanding at August 20, 1996
is 12,682,944.
Documents Incorporated By Reference:
Portions of registrant's Annual Report to Stockholders for the Fiscal Year Ended
May 31, 1996 are incorporated by reference into Part II of this report; portions
of registrant's definitive Proxy Statement for its 1996 Annual Meeting of
Stockholders are incorporated by reference into Part III of this report; and
certain exhibits are incorporated by reference into Part IV of this report.
<PAGE> 2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS
The Company's Financial Statements and the Notes thereto,
listed in the Index to Financial Information located at page
F-1 of this report, are incorporated into Item 8 of this
report by reference to pages 17-32 of the Company's 1996
Annual Report to Stockholders, which is attached hereto as
Exhibit 13 and will be furnished to the Commission and to the
Company's stockholders.
(2) FINANCIAL STATEMENT SCHEDULES
The Financial Statement Schedule and the report of independent
auditors thereon are set forth at pages F-2 and F-3 of this
report.
(3) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
<S> <C>
(8) 2.1 Agreement of Merger between the Registrant and Van Doren Rubber, dated July 31,
1991
(2) 2.1 Certificate of Ownership and Merger (Delaware) of Van Doren Rubber into the
Registrant, dated August 19, 1991
(2) 2.2 Certificate of Ownership (California) of the Registrant and Van Doren Rubber, dated
August 19, 1991
(2) 3.1 Restated Certificate of Incorporation of the Registrant, dated August 30, 1991
(2) 3.1.1 Certificate of Retirement of Class A and Class B Preferred Stock
of the Registrant, dated August 29, 1991
(2) 3.2 Restated By-laws of the Registrant
(6) 3.2.1 Amendment No. 1 of Restated By-laws of the Registrant
(6) 3.2.2 Amendment No. 2 of Restated By-laws of the Registrant
(8) 3.3 Certificate of Designation of Preferences and Rights of Series A Junior
Participating Preferred Stock of the Registrant
4.1 Reference is made to Exhibits 3.1 and 3.2
(8) 4.2 Specimen Stock Certificate
(2) 4.12 Note Purchase Agreement, dated as of August 21, 1991, between the Registrant and
holders of the Registrant's Senior Notes due August 1, 1999 (executed composite)
(6) 4.12.1 Amendment No. 1 to the Note Purchase Agreement, dated as of August 5, 1993,
by and between the Registrant and Teachers Insurance and Annuity Association
(the "Teachers Note Agreement") re: Fixed Charge Coverage Ratio
</TABLE>
19
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
<S> <C>
(6) 4.12.2 Amendment No. 2 to Note Purchase Agreement, dated as of August 9, 1993,
by and among the Registrant and Connecticut General Life Insurance
Company, Connecticut General Life Insurance Company, on behalf of
one or more separate accounts, and Life Insurance Company of North America
(the "CIGNA Note Agreement") re: Fixed Charge Coverate Ratio
(4) 4.12.3 Amendment No. 2 to the Teachers Note Agreement, dated as of December 15,
1993, re: Fixed Charge Coverage Ratio
(4) 4.12.4 Amendment No. 2 to the CIGNA Note Agreement, dated as of December 20,
1993, re: Fixed Charge Coverage Ratio
(9) 4.12.5 Amendment No. 3 to the Teachers Note Agreement, dated as of May 13,
1994, re: Fixed Charge Coverage Ratio
(9) 4.12.6 Amendment No. 3 to the CIGNA Note Agreement, dated as of May 23, 1994,
re: Fixed Charge Coverage Ratio
(10) 4.12.7 Modification Letter, dated as of July 1, 1995, by and among the Registrant,
Teachers and Cigna, regarding amending the Teachers and Cigna Note Agreements.
(14) 4.12.8 Modification Letter No.2 , dated as of August 25, 1995, by and among the Registrant,
Teachers and Cigna
(15) 4.12.9 Modification Letter No.3, dated as of March 29, 1996, by and among the Registrant,
Teachers and Cigna
(7) 4.13 Form of Preferred Stock Purchase Rights Certificate
(7) 4.14 Rights Agreement, dated as of February 22, 1994, by and between the Registrant and
Chemical Trust Company of California, as Rights Agent
(6) 10.1 Management Services Agreement, dated as of February 16, 1988, by and between Van
Doren Rubber Company, Inc., the Registrant's predecessor ("Van Doren Rubber"), and
McCown De Leeuw & Co.
(6) 10.1.1 Amendment to Management Services Agreement, dated as of July 11, 1991, by and between
Van Doren Rubber and MDC Management Company ("MDC Management Agreement")
(11) 10.1.2 Amendment No. 2 to the MDC Management Agreement
(6) 10.2 MDV Holdings, Inc. (now known as Vans, Inc.) Incentive Stock Option Plan
(6) 10.2.1 Amendment No. 1 to MDV Holdings, Inc. Incentive Stock Option Plan
dated June 28, 1991
(2) 10.3 Standard Industrial Lease-Net, dated as of May 27, 1992, by and between the Registrant
and Golden West Vista Associates (the "Vista Lease")
(9) 10.3.1 Amendment No. 1 to the Vista Lease
</TABLE>
20
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
<S> <C>
(9) 10.3.2 Letter Agreement modifying Amendment No. 1 to the Vista Lease
(3) 10.4 Employment Agreement, dated as of July 1, 1992, by and between the Registrant
and Craig E. Gosselin
(6) 10.5 1991 Long-Term Incentive Plan
(2) 10.5.1 Amendment No. 1 to 1991 Long-Term Incentive Plan
(2) 10.5.2 Amendment No. 2 to 1991 Long-Term Incentive Plan
(9) 10.5.3 Amendment No. 3 to the 1991 Long-Term Incentive Plan
(11) 10.5.4 Amendment No. 4 to the 1991 Long-Term Incentive Plan
(11) 10.5.5 Amendment No. 5 to the 1991 Long-Term Incentive Plan
(6) 10.6 International Distributor Agreement, dated as of December 7, 1992, by and between W.
P. Lavori In Corso s.r.l. and the Registrant
(6) 10.7 Trademark License Agreement, dated as of December 7, 1992, by and between W. P.
Lavori In Corso s.r.l. and the Registrant (the "Lavori Trademark Agreement")
(16) 10.7.1 Letter of Agreement, dated December 3, 1995, amending the Lavori Trademark
Agreement
(6) 10.8 Software License Agreement, dated March 31, 1993, by and between the Registrant and
J.D. Edwards Software, Inc., and Addenda thereto
(6) 10.9 License Agreement for Software Products, dated July 29, 1993, by and between the
Island Pacific Systems Corporation and the Registrant
(6) 10.10 Software License Agreement, dated as of May 27, 1993, by and between the Registrant
and STR, Inc.
(9) 10.11 Incentive Stock Option Agreement, dated as of September 22, 1993, by and between the
Registrant and Walter E. Schoenfeld, covering 30,000 shares
(9) 10.12 Incentive Stock Option Agreement, dated as of September 22, 1993, by and between the
Registrant and Walter E. Schoenfeld, covering 100,000 shares
(10) 10.13 Agency Agreement, dated as of June 15, 1994, by and between the Registrant and Sung
Won International
(10) 10.14 Employment Agreement, dated as of June 15, 1994, by and between the Registrant and
William C. Mann
(9) 10.15 Employment Agreement, dated as of June 15, 1994, by and between the Registrant and
Sari K. Ratsula
(10) 10.16 Employment Agreement, dated as of June 15, 1994, by and between the Registrant and
Steven J. Van Doren
</TABLE>
21
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
<S> <C>
(11) 10.17 Separation Agreement, dated as of May 31, 1995, by and between the Registrant and
Karen J. Ratcliff
(9) 10.18 Employment Agreement, dated as of July 12, 1993, by and between the Registrant and
Marc Gold
(9) 10.18.1 Letter Agreement, dated as of April 13, 1994, modifying the Employment Agreement by
and between the Registrant and Marc Gold
(9) 10.19 Employment Agreement, dated as of June 15, 1994, by and between the Registrant and
Gordon C. Lee, Jr.
(9) 10.20 Employment Agreement, dated as of June 15, 1994, by and between the Registrant and
Robert E. Diamond
(11) 10.21 Separation Agreement, dated as of May 11, 1995, by and between Christopher G. Staff
and the Registrant
(11) 10.22 Loan and Security Agreement, dated as of July 1, 1995, by and between the Registrant
and Bank of the West
(14) 10.22.1 First Amendment to Loan and Security Agreement, dated as of August 25, 1995, by and
between the Registrant and Bank of the West
(16) 10.22.2 Second Amendment to Loan and Security Agreement, dated as of November 8, 1995, by
and between the Registrant and Bank of the West
(13) 10.22.3 Third Amendment to Loan and Security Agreement, dated as of March 29, 1996, by and
between the Company and Bank of the West
(1) 10.22.4 Fourth Amendment to Loan and Security Agreement, dated as of April 11, 1996, by and
between the Company and Bank of the West
(16) 10.22.5 Fifth Amendment to Loan and Security Agreement, dated as of July 16, 1996, by and
between the Company and Bank of the West
(11) 10.23 Intercreditor Agreement, dated as of July 1, 1995, by and among the Registrant,
Bank of the West and Teachers and Cigna
(11) 10.24 Agreement, dated as of April 19, 1995, by and between International Trading
Corporation and the Registrant
(11) 10.25 Agreement, dated as of April 26, 1995, by and between Ssanyong Corporation and the
Registrant
(11) 10.26 Employment Agreement, dated as of May 25, 1995, by and between the Registrant
and Gary L. Dunlap
(11) 10.27 Letter, dated August 16, 1995, from First Interstate Bank of California to the Registrant
re non-compliance with covenants under Credit Agreement
</TABLE>
22
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
<S> <C>
(16) 10.28 Tour Title Sponsorship Agreement, dated as of May 8, 1996, by and between the
Registrant and C.C.R.L., LLC
(12) 10.29 License Agreement dated as of August 10, 1995, by and between the Registrant and
Switch Manufacturing
(12) 10.30 Amendment, dated as of January 5, 1995, by and between the Registrant and Switch
Manufacturing
(12) 10.31 Trademark License Agreement, dated as of November 15, 1995, by and between the
Registrant and Oneita Industries
(12) 10.32 Employment Agreement, dated as of September 1, 1995, by and between the Registrant
and Gary H. Schoenfeld
(12) 10.33 Incentive Stock Option, dated as of September 1, 1995, by and between the Registrant
and Gary H. Schoenfeld
(13) 10.34 Employment Agreement dated as of December 1, 1995, by and between Walter E.
Schoenfeld and the Registrant
(13) 10.35 Incentive Stock Option Agreement, dated as of May 11, 1995, by and between Walter E.
Schoenfeld and the Registrant
(13) 10.36 Amendment to Incentive Stock Option of Walter E. Schoenfeld, dated as of January 8,
1996
(13) 10.37 Financing Agreement, dated as of March 29, 1996, by and between the Registrant and
Ssangyong (U.S.A.), Inc.
(13) 10.38 Letter, dated March 7, 1996, from Gary H. Schoenfeld to Ssangyong Corporation re the
Financing Agreement
(13) 10.39 Intercreditor Agreement, dated as of March 29, 1996, by and among the Registrant,
Ssangyong (U.S.A.), Inc., Bank of the West, Cigna and Teachers
(13) 10.40 Security Agreement, dated as of March 29, 1996, by and between the Registrant, and
Ssangyong (U.S.A.), Inc.
(13) 10.41 Security Agreement, dated as of March 29, 1996, by and between Vans Footwear
International, Inc. and Ssangyong (U.S.A.), Inc.
(13) 10.42 Trademark Security Agreement and Collateral Assignment of Trademarks, dated as of
March 29, 1996, by and among the Registrant, Cigna and Teachers
(11) 10.43 Security Agreement, dated as of March 29, 1996, by and among the Registrant, Cigna
and Teachers
(16) 10.44 Employment Agreement, dated as of February 14, 1996, by and between Kyle B.
Wescoat and the Registrant
(16) 10.45 Employment Agreement, dated as of January 22, 1996, by and between Robert H.
Camarena and the Registrant
</TABLE>
23
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
<S> <C>
(16) 10.46 Separation and Consulting Agreement, dated as of January 2, 1996, by and between
Joseph C. Gaspers and the Registrant
(16) 10.47 UCC-2 Termination Statement terminating the security interest of Cigna and Teachers
in certain assets of the Registrant
(16) 10.48 Release of Grant of Security Interest in the Registrant's Trademarks executed by Cigna
and Teachers
(16) 10.49 Employment Agreement, dated July 1, 1996, by and between the Registrant and John T.
Dickinson
(16) 10.50 Employment Agreement, dated July 1, 1996, by and between the Registrant and
Brentton Ji
(16) 10.51 Employment Agreement, dated July 1, 1996, by and between the Registrant and Charles
C. Kupfer
(16) 10.52 Standard Industrial/Commercial Single Tenant Lease - Gross, dated August 15, 1996,
by and between the Registrant and CAPCO, Inc.
(16) 10.53 Standard Industrial/Commercial Single Tenant Lease - Net, dated July 22, 1996, by and
between the Registrant and Orange Engineering & Machine, Inc.
(16) 10.54 Trust Under Vans, Inc. Deferred Compensation Plan, dated as of June 1, 1996
(16) 10.55 Deferred Compensation Agreement for Walter Schoenfeld, dated as of June 1, 1996
(16) 13 1996 Annual Report to Stockholders
(16) 22 List of Subsidiaries
23.1 Consent of Independent Auditors re: Form S-8 Registration Statements is included in
their opinion set forth at page F-2 of this report
(16) 27 Financial Data Schedule
</TABLE>
- -------------------------------------------------
(1) Filed herewith.
(2) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1992, and incorporated herein by this reference
(3) Filed as an exhibit to Amendment No. 1 to the Registrant's Annual Report on
Form 10-K for the year ended May 31, 1992, and incorporated herein by this
reference
(4) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the period ended November 28,1993, and incorporated herein by this
reference
(5) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the period ended February 27, 1994, and incorporated herein by this
reference
(6) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1993, and incorporated herein by this reference
24
<PAGE> 8
(7) Filed as an exhibit to the Registrant's Form 8-A Registration Statement
(SEC File No. 0-19402), and incorporated herein by this reference
(8) Filed as an exhibit to the Registrant's Form 8-K, dated February 15, 1994,
and incorporated herein by this reference
(9) Filed as an exhibit to the Registrant's Form 10-K for the year ended May
31, 1994, and incorporated herein by this reference
(10) Filed as an exhibit to Amendment No.1 to the Registrant's Annual Report on
Form 10-K for the year ended May 31, 1994, and incorporated herein by this
reference
(11) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1995
(12) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the period ended November 25, 1995, and incorporated herein by this
reference
(13) File as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the period ended February 24, 1996, and incorporated herein by this
reference
(14) Filed as an exhibit to the Registrant's Form 8-K, dated October 17, 1995,
and incorporated herein by this reference
(15) Filed as an exhibit to the Registrant's Form S-3 Registrant Statement,
filed with the Securities and Exchange Commission on April 5, 1996 (File
No. 333-3272), and incorporated herein by this reference
(16) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
fiscal year ended May 31, 1996, and incorporated herein by this reference.
25
<PAGE> 9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned thereunto duly authorized.
VANS, INC.
(Registrant)
BY: /s/ Craig E. Gosselin Date: September 10, 1996
------------------------
Craig E. Gosselin
Vice President and General Counsel
26
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE NO.
<S> <C> <C>
(8) 2.1 Agreement of Merger between the Registrant and Van Doren Rubber, dated July 31,
1991
(2) 2.1 Certificate of Ownership and Merger (Delaware) of Van Doren Rubber into the
Registrant, dated August 19, 1991
(2) 2.2 Certificate of Ownership (California) of the Registrant and Van Doren Rubber, dated
August 19, 1991
(2) 3.1 Restated Certificate of Incorporation of the Registrant, dated August 30, 1991
(2) 3.1.1 Certificate of Retirement of Class A and Class B Preferred Stock
of the Registrant, dated August 29, 1991
(2) 3.2 Restated By-laws of the Registrant
(6) 3.2.1 Amendment No. 1 of Restated By-laws of the Registrant
(6) 3.2.2 Amendment No. 2 of Restated By-laws of the Registrant
(8) 3.3 Certificate of Designation of Preferences and Rights of Series A Junior
Participating Preferred Stock of the Registrant
4.1 Reference is made to Exhibits 3.1 and 3.2
(8) 4.2 Specimen Stock Certificate
(2) 4.12 Note Purchase Agreement, dated as of August 21, 1991, between the Registrant and
holders of the Registrant's Senior Notes due August 1, 1999 (executed composite)
(6) 4.12.1 Amendment No. 1 to the Note Purchase Agreement, dated as of August 5, 1993,
by and between the Registrant and Teachers Insurance and Annuity Association
(the "Teachers Note Agreement") re: Fixed Charge Coverage Ratio
(6) 4.12.2 Amendment No. 2 to Note Purchase Agreement, dated as of August 9, 1993,
by and among the Registrant and Connecticut General Life Insurance
Company, Connecticut General Life Insurance Company, on behalf of
one or more separate accounts, and Life Insurance Company of North America
(the "CIGNA Note Agreement") re: Fixed Charge Coverate Ratio
(4) 4.12.3 Amendment No. 2 to the Teachers Note Agreement, dated as of December 15,
1993, re: Fixed Charge Coverage Ratio
(4) 4.12.4 Amendment No. 2 to the CIGNA Note Agreement, dated as of December 20,
1993, re: Fixed Charge Coverage Ratio
(9) 4.12.5 Amendment No. 3 to the Teachers Note Agreement, dated as of May 13,
1994, re: Fixed Charge Coverage Ratio
</TABLE>
28
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE NO.
<S> <C> <C>
(9) 4.12.6 Amendment No. 3 to the CIGNA Note Agreement, dated as of May 23, 1994,
re: Fixed Charge Coverage Ratio
(10) 4.12.7 Modification Letter, dated as of July 1, 1995, by and among the Registrant,
Teachers and Cigna, regarding amending the Teachers and Cigna Note Agreements.
(14) 4.12.8 Modification Letter No.2 , dated as of August 25, 1995, by and among the Registrant,
Teachers and Cigna
(15) 4.12.9 Modification Letter No.3, dated as of March 29, 1996, by and among the Registrant,
Teachers and Cigna
(7) 4.13 Form of Preferred Stock Purchase Rights Certificate
(7) 4.14 Rights Agreement, dated as of February 22, 1994, by and between the
Registrant and Chemical Trust Company of California, as Rights Agent
(6) 10.1 Management Services Agreement, dated as of February 16, 1988, by and between Van
Doren Rubber Company, Inc., the Registrant's predecessor ("Van Doren Rubber"), and
McCown De Leeuw & Co.
(6) 10.1.1 Amendment to Management Services Agreement, dated as of
July 11, 1991, by and between Van Doren Rubber and
MDC Management Company ("MDC Management Agreement")
(11) 10.1.2 Amendment No. 2 to the MDC Management Agreement
(6) 10.2 MDV Holdings, Inc. (now known as Vans, Inc.) Incentive Stock Option Plan
(6) 10.2.1 Amendment No. 1 to MDV Holdings, Inc. Incentive Stock Option Plan
dated June 28, 1991
(2) 10.3 Standard Industrial Lease-Net, dated as of May 27, 1992, by and between the Registrant
and Golden West Vista Associates (the "Vista Lease")
(9) 10.3.1 Amendment No. 1 to the Vista Lease
(9) 10.3.2 Letter Agreement modifying Amendment No. 1 to the Vista Lease
(3) 10.4 Employment Agreement, dated as of July 1, 1992, by and between the Registrant
and Craig E. Gosselin
(6) 10.5 1991 Long-Term Incentive Plan
(2) 10.5.1 Amendment No. 1 to 1991 Long-Term Incentive Plan
(2) 10.5.2 Amendment No. 2 to 1991 Long-Term Incentive Plan
(9) 10.5.3 Amendment No. 3 to the 1991 Long-Term Incentive Plan
</TABLE>
29
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE NO.
<S> <C> <C>
(11) 10.5.4 Amendment No. 4 to the 1991 Long-Term Incentive Plan
(11) 10.5.5 Amendment No. 5 to the 1991 Long-Term Incentive Plan
(6) 10.6 International Distributor Agreement, dated as of December 7, 1992, by and between W.
P. Lavori In Corso s.r.l. and the Registrant
(6) 10.7 Trademark License Agreement, dated as of December 7, 1992, by and between W. P.
Lavori In Corso s.r.l. and the Registrant (the "Lavori Trademark Agreement")
(16) 10.7.1 Letter of Agreement, dated December 3, 1995, amending the Lavori Trademark
Agreement
(6) 10.8 Software License Agreement, dated March 31, 1993, by and between the Registrant and
J.D. Edwards Software, Inc., and Addenda thereto
(6) 10.9 License Agreement for Software Products, dated July 29, 1993, by and between the
Island Pacific Systems Corporation and the Registrant
(6) 10.10 Software License Agreement, dated as of May 27, 1993, by and between the Registrant
and STR, Inc.
(9) 10.11 Incentive Stock Option Agreement, dated as of September 22, 1993, by and between the
Registrant and Walter E. Schoenfeld, covering 30,000 shares
(9) 10.12 Incentive Stock Option Agreement, dated as of September 22, 1993, by and between the
Registrant and Walter E. Schoenfeld, covering 100,000 shares
(10) 10.13 Agency Agreement, dated as of June 15, 1994, by and between the Registrant and Sung
Won International
(10) 10.14 Employment Agreement, dated as of June 15, 1994, by and between the Registrant and
William C. Mann
(9) 10.15 Employment Agreement, dated as of June 15, 1994, by and between the Registrant and
Sari K. Ratsula
(10) 10.16 Employment Agreement, dated as of June 15, 1994, by and between the Registrant and
Steven J. Van Doren
(11) 10.17 Separation Agreement, dated as of May 31, 1995, by and between the Registrant and
Karen J. Ratcliff
(9) 10.18 Employment Agreement, dated as of July 12, 1993, by and between the Registrant and
Marc Gold
(9) 10.18.1 Letter Agreement, dated as of April 13, 1994, modifying the Employment Agreement by
and between the Registrant and Marc Gold
(9) 10.19 Employment Agreement, dated as of June 15, 1994, by and between the Registrant and
Gordon C. Lee, Jr.
</TABLE>
30
<PAGE> 13
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE NO.
<S> <C> <C>
(9) 10.20 Employment Agreement, dated as of June 15, 1994, by and between the Registrant and
Robert E. Diamond
(11) 10.21 Separation Agreement, dated as of May 11, 1995, by and between Christopher G. Staff
and the Registrant
(11) 10.22 Loan and Security Agreement, dated as of July 1, 1995, by and between the Registrant
and Bank of the West
(14) 10.22.1 First Amendment to Loan and Security Agreement, dated as of August 25, 1995, by and
between the Registrant and Bank of the West
(16) 10.22.2 Second Amendment to Loan and Security Agreement, dated as of November 8, 1995, by
and between the Registrant and Bank of the West
(13) 10.22.3 Third Amendment to Loan and Security Agreement, dated as of March 29, 1996, by and
between the Company and Bank of the West
(1) 10.22.4 Fourth Amendment to Loan and Security Agreement, dated as of April 11, 1996, by and
between the Company and Bank of the West
(16) 10.22.5 Fifth Amendment to Loan and Security Agreement, dated as of July 16, 1996, by and
between the Company and Bank of the West
(11) 10.23 Intercreditor Agreement, dated as of July 1, 1995, by and among the Registrant,
Bank of the West and Teachers and Cigna
(11) 10.24 Agreement, dated as of April 19, 1995, by and between International Trading
Corporation and the Registrant
(11) 10.25 Agreement, dated as of April 26, 1995, by and between Ssanyong Corporation and the
Registrant
(11) 10.26 Employment Agreement, dated as of May 25, 1995, by and between the Registrant
and Gary L. Dunlap
(11) 10.27 Letter, dated August 16, 1995, from First Interstate Bank of California to the Registrant
re non-compliance with covenants under Credit Agreement
(16) 10.28 Tour Title Sponsorship Agreement, dated as of May 8, 1996, by and between the
Registrant and C.C.R.L., LLC
(12) 10.29 License Agreement dated as of August 10, 1995, by and between the Registrant and
Switch Manufacturing
(12) 10.30 Amendment, dated as of January 5, 1995, by and between the Registrant and Switch
Manufacturing
(12) 10.31 Trademark License Agreement, dated as of November 15, 1995, by and between the
Registrant and Oneita Industries
</TABLE>
31
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE NO.
<S> <C> <C>
(12) 10.32 Employment Agreement, dated as of September 1, 1995, by and between the Registrant
and Gary H. Schoenfeld
(12) 10.33 Incentive Stock Option, dated as of September 1, 1995, by and between the Registrant
and Gary H. Schoenfeld
(13) 10.34 Employment Agreement dated as of December 1, 1995, by and between Walter E.
Schoenfeld and the Registrant
(13) 10.35 Incentive Stock Option Agreement, dated as of May 11, 1995, by and between Walter E.
Schoenfeld and the Registrant
(13) 10.36 Amendment to Incentive Stock Option of Walter E. Schoenfeld, dated as of January 8,
1996
(13) 10.37 Financing Agreement, dated as of March 29, 1996, by and between the Registrant and
Ssangyong (U.S.A.), Inc.
(13) 10.38 Letter, dated March 7, 1996, from Gary H. Schoenfeld to Ssangyong Corporation re the
Financing Agreement
(13) 10.39 Intercreditor Agreement, dated as of March 29, 1996, by and among the Registrant,
Ssangyong (U.S.A.), Inc., Bank of the West, Cigna and Teachers
(13) 10.40 Security Agreement, dated as of March 29, 1996, by and between the Registrant, and
Ssangyong (U.S.A.), Inc.
(13) 10.41 Security Agreement, dated as of March 29, 1996, by and between Vans Footwear
International, Inc. and Ssangyong (U.S.A.), Inc.
(13) 10.42 Trademark Security Agreement and Collateral Assignment of Trademarks, dated as of
March 29, 1996, by and among the Registrant, Cigna and Teachers
(13) 10.43 Security Agreement, dated as of March 29, 1996, by and among the Registrant, Cigna
and Teachers
(16) 10.44 Employment Agreement, dated as of February 14, 1996, by and between Kyle B.
Wescoat and the Registrant
(16) 10.45 Employment Agreement, dated as of January 22, 1996, by and between Robert H.
Camarena and the Registrant
(16) 10.46 Separation and Consulting Agreement, dated as of January 2, 1996, by and between
Joseph C. Gaspers and the Registrant
(16) 10.47 UCC-2 Termination Statement terminating the security interest of Cigna and Teachers
in certain assets of the Registrant
(16) 10.48 Release of Grant of Security Interest in the Registrant's Trademarks executed by Cigna
and Teachers
(16) 10.49 Employment Agreement, dated July 1, 1996, by and between the Registrant and John T.
Dickinson
</TABLE>
32
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE NO.
<S> <C> <C>
(16) 10.50 Employment Agreement, dated July 1, 1996, by and between the Registrant and
Brentton Ji
(16) 10.51 Employment Agreement, dated July 1, 1996, by and between the Registrant and Charles
C. Kupfer
(16) 10.52 Standard Industrial/Commercial Single Tenant Lease - Gross, dated August 15, 1996,
by and between the Registrant and CAPCO, Inc.
(16) 10.53 Standard Industrial/Commercial Single Tenant Lease - Net, dated July 22, 1996, by and
between the Registrant and Orange Engineering & Machine, Inc.
(16) 10.54 Trust Under Vans, Inc. Deferred Compensation Plan, dated as of June 1, 1996
(16) 10.55 Deferred Compensation Agreement for Walter Schoenfeld, dated as of June 1, 1996
(16) 13 1995 Annual Report to Stockholders
(16) 22 List of Subsidiaries
23.1 Consent of Independent Auditors re: Form S-8 Registration Statements is included in
their opinion set forth at page F-2 of this report
(16) 27 Financial Data Schedule
</TABLE>
- -------------------------------------------------
(1) Filed herewith.
(2) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1992, and incorporated herein by this reference
(3) Filed as an exhibit to Amendment No. 1 to the Registrant's Annual Report on
Form 10-K for the year ended May 31, 1992, and incorporated herein by this
reference
(4) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the period ended November 28,1993, and incorporated herein by this
reference
(5) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the period ended February 27, 1994, and incorporated herein by this
reference
(6) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1993, and incorporated herein by this reference
(7) Filed as an exhibit to the Registrant's Form 8-A Registration Statement
(SEC File No. 0-19402), and incorporated herein by this reference
(8) Filed as an exhibit to the Registrant's Form 8-K, dated February 15, 1994,
and incorporated herein by this reference
(9) Filed as an exhibit to the Registrant's Form 10-K for the year ended May
31, 1994, and incorporated herein by this reference
33
<PAGE> 16
(10) Filed as an exhibit to Amendment No.1 to the Registrant's Annual Report on
Form 10-K for the year ended May 31, 1994, and incorporated herein by this
reference
(11) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1995
(12) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the period ended November 25, 1995, and incorporated herein by this
reference
(13) File as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the period ended February 24, 1996, and incorporated herein by this
reference
(14) Filed as an exhibit to the Registrant's Form 8-K, dated October 17, 1995,
and incorporated herein by this reference
(15) Filed as an exhibit to the Registrant's Form S-3 Registrant Statement,
filed with the Securities and Exchange Commission on April 5, 1996 (File
No. 333-3272), and incorporated herein by this reference
(16) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
fiscal year ended May 31, 1996, and incorporated herein by this reference.
34
<PAGE> 1
EXHIBIT 10.22.4
FOURTH AMENDMENT TO LOAN
AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment"), is
made as of April 11, 1996, by and between VANS, INC. ("Borrower"), and BANK OF
THE WEST ("Bank"), and is entered into with respect to the Loan and Security
Agreement, dated as of July 1, 1995, by and between Borrower and Bank, as
amended by the First Amendment to Loan and Security Agreement, dated as of
August 25, 1995, by and between Borrower and Bank, by the Second Amendment to
Loan and Security Agreement, dated as of November 9, 1995, by and between
Borrower and Bank and by the Third Amendment to Loan and Security Agreement,
dated as of March 29, 1996, by and between Borrower and Bank (the "Agreement").
RECITALS
WHEREAS, Borrower has requested that (i) Bank increase the maximum Advance
Percentage to eighty percent (80%), and (ii) Bank extend to Borrower a
temporary overadvance facility in the aggregate principal amount of Three
Million Dollars ($3,000,000);
WHEREAS, Bank is willing to agree to the requests, on the terms set forth
herein, provided that (i) Borrower pays Bank an accommodation fee of Twenty
Thousand Dollars ($20,000), and (ii) Borrower waives all causes of action that
it may have against Bank, as provided herein; and
WHEREAS, Borrower is willing to pay the accommodation fee and to waive the
causes of actions described herein, in return for Bank's agreement to the
requests;
NOW, THEREFORE, IT IS AGREED THAT:
1. Definitions. Unless otherwise indicated, words and terms which are
defined in the Agreement shall have the same meaning where used herein.
2. Amendments. The Agreement is hereby amended as follows:
(a) The definition of "Advance Percentage" in Section 1.1 is amended
to read as follows:
"Advance Percentage" means as of any date the percentage obtained
by deducting from ninety-five percent (95%) the sum obtained by multiplying
Dilution, as determined by the most recent audit of Accounts conducted by Bank
in accordance with Section 6.3 hereof, by two (2); provided, however, that the
Advance Percentage may not at any time, without Bank's consent, given in its
sole discretion, exceed eighty percent (80%). The Advance Percentage as of April
11, 1996, is eighty percent (80%).
<PAGE> 2
(b) Section 2.3 is amended to read as follows:
2.3 Repayment of Overadvance. If, at any time and for any reason,
the outstanding Advances plus (i) the sum of the aggregate undrawn face amount
of the Letters of Credit, (ii) the drawn but unreimbursed Letters of Credit and
(iii) the outstanding Permitted, Overadvances (as defined in Section 2.14),
exceed the lesser of (A) Ten Million Dollars ($10,000,000) or (B) the sum of
(i) the Borrowing Base, less the sum of the Reserves, and (ii) the then
Permitted Overadvances Limit (as defined in Section 2.14), Borrower shall, upon
telephonic or other notice from Bank, pay to Bank, in cash, the amount of such
excess, and prior to such repayment such over advances shall bear interest at
the per annum rate of the Prime Rate plus two percent (2%).
(c) Section 2.13 is amended to read as follows:
2.13 Termination. Subject to the terms of this section, Borrower
may, at any time, on ten (10) days' written notice prior to the end of any
month, prepay in full the Advances and terminate this Agreement by paying to
Bank, in cash or by a wire transfer of immediately available funds, the
Obligations. If any Letters of Credit are outstanding on the effective date of
termination, Borrower shall deliver to Bank cash collateral in an amount equal
to the aggregate undrawn face amount of such Letters of Credit plus the
projected amount of all fees associated therewith. Borrower and Bank
acknowledge and agree that, as a direct and proximate result of the prepayment
and termination of this Agreement under any circumstances (including, but not
limited to, termination by Bank after the occurrence of an Event of Default),
Bank will suffer a loss in an amount which is difficult to calculate and
determine with certainty and, therefore, as a result of Borrower's and Bank's
reasonable endeavor to ascertain and agree in advance as to the amount
necessary to compensate Bank for such loss, Borrower agrees to pay to Bank,
in cash or by wire transfer of immediately available funds, in addition to the
other Obligations, a termination fee equal to the percentage indicated below
of the average Daily Balances, including the Permitted Overadvances balances,
during the one hundred eighty (180) day period preceding the termination date:
<TABLE>
<CAPTION>
If Termination Date Is: Percentage
----------------------- ----------
<S> <C>
On or after Closing Date
but before the first anniversary
of Closing Date 3%
On or after first anniversary of
Closing Date but before the
second anniversary
of Closing Date 1%
</TABLE>
2
<PAGE> 3
(d) A new Section 2.14 is added which reads as follows:
2.14 Permitted Overadvances Facility.
(a) Permitted Overadvances Requests. Subject to the terms
and provisions hereof, including, without limitation, that no Event of Default
or Potential Default has occurred and is continuing, upon Borrower's request,
made at any time and from time to time during the Permitted Overadvances Term
(as defined herein), Bank shall make advances under this Section 2.14 (such
advances are herein defined as the "Permitted Overadvances" and the facility
pursuant to which they are made is herein defined as the "Permitted
Overadvances Facility"); provided, however, that in no event shall Bank be
obligated to make a Permitted Overadvance whenever the aggregate amount of the
Permitted Overadvances made and requested exceeds or would exceed the then
Permitted Overadvances Limit (as defined herein). Permitted Overadvances shall
not be deemed Advances under the Revolving Facility.
Whenever Borrower desires a Permitted Overadvance, it shall
notify Bank by facsimile transmission or telephone no later than 3:00 p.m.
California time, on the Business Day that the Permitted Overadvance is to be
made. Each such notification shall be promptly confirmed by a Payment/Permitted
Overadvance Form in substantially the form of Exhibit A-1 hereto (the
"Overadvance Borrowing Certificate"). Bank is authorized to make Permitted
Overadvances hereunder, based upon instructions received from a Responsible
Officer, or without instructions if in Bank's discretion such Permitted
Overadvances are necessary to meet Obligations which have become due and remain
unpaid. Bank shall be entitled to rely on any telephonic notice given by a
person who Bank reasonably believes to be a Responsible Officer, and Borrower
shall indemnify and hold Bank harmless for any damages or loss suffered by Bank
as a result of such reliance. Bank shall credit the amount of Permitted
Overadvances made under this Section 2.14 to Borrower's deposit account.
(b) Conditions Precedent to Permitted Overadvances. Bank's
obligation to make each Permitted Overadvance is further subject to the
following conditions:
(i) timely receipt by Bank of the Overadvance
Borrowing Certificate as provided in subsection (a); and
(ii) the representations and warranties contained in
Section 5 shall be true and correct in all material respects on and as of the
date of such Overadvance Borrowing Certificate and on the effective date of
each Permitted Overadvance as though made at and as of each such date, Bank
shall have timely received the statements, reports and certificates specified
in Section 6.3, and no Event of Default or Potential Default shall have
occurred and be continuing, or would exist immediately after giving effect to
such Permitted Overadvance. The making of each Permitted Overadvance shall be
deemed to be a representation and warranty by
3
<PAGE> 4
Borrower on the date of such Permitted Overadvance as to the accuracy of the
facts referred to in this Section 2.14(b)(ii).
(b) Interest. All Permitted Overadvances shall bear interest, on the
average Daily Balance attributable to the Permitted Overadvances, at a rate
equal to the Prime Rate; provided however, that during the occurrence of an
Event of Default interest shall accrue thereon at the rate specified in Section
2.4(b) hereof. Interest payments with respect to the Permitted Overadvances
shall be made as provided in, and shall be subject to the provisions set forth
in, Section 2.4(c). If the Prime Rate is changed from time to time hereafter,
the Prime Rate hereunder with respect to the Permitted Overadvances outstanding
shall be increased or decreased effective as of 12:01 a.m. on the day the Prime
Rate is changed, by an amount equal to such change in the Prime Rate. All
interest chargeable hereunder with respect to the Permitted Overadvances shall
be computed on the basis of a three hundred sixty (360) day year for the actual
number of days elapsed.
(c) Term of Facility. The term of the Permitted Overadvances Facility
(the "Permitted Overadvances Term") shall commence on April __, 1996, and
terminate on the earlier to occur of (i) July 1, 1996, or (ii) the closing of a
bona fide sale by Borrower of any of its equity securities to one or more
Persons (excluding sales made to directors, officers, employees and agents
pursuant to stock option plans or other compensation arrangements). Upon the
expiration of the Permitted Overadvances Term, Borrower shall immediately pay
in cash or by wire transfer all amounts outstanding under the Permitted
Overadvances Facility.
(d) Permitted Overadvances Limit. At any time during the Permitted
Overadvances Term, the aggregate principal amount of the Permitted Overadvances
may not exceed the limit (the "Permitted Overadvances Limit") set forth below:
<TABLE>
<CAPTION>
Time Period Permitted Overadvances Limit
----------- ----------------------------
<S> <C>
April __, 1996 through June 6, 1996 $3,000,000
June 7, 1996 through June 13, 1996 $2,250,000
June 14, 1996 through June 20, 1996 $1,500,000
June 21, 1996 through July 1, 1996 $ 750,000
</TABLE>
4
<PAGE> 5
The foregoing notwithstanding, at no time during the Permitted Overadvances
Term shall the aggregate amount of the Advances and Permitted Overadvances
outstanding exceed Ten Million Dollars ($10,000,000).
3. Conditions Precedent. This Amendment shall not take effect unless
and until all of the following conditions precedent are satisfied:
(a) Execution and Delivery. It is executed by Borrower and
accepted and executed by Bank;
(b) No Event of Default. No Event of Default shall exist and no
event shall have occurred or condition exist which, with the passage of time,
the giving of notice, or both, would constitute an Event of Default and the
execution, delivery and performance of this Amendment by the parties hereto
shall not cause an Event of Default to occur or an event to occur or a
condition to exist which, with the passage of time, the giving of notice, or
both, would constitute an Event of Default; and
(c) Accommodation Fee Payment. Borrower has paid Bank, in cash, a
fee of Twenty Thousand Dollars ($20,000)(the "Accommodation Fee") in
consideration for Bank's agreement, to enter into this Amendment. The
Accommodation Fee shall be fully earned and non-refundable and shall not be
applied to any of the expenses for which Borrower is obligated to reimburse
Bank under the Agreement.
4. Continued Validity of Agreement. Except as amended by this
Amendment, the Agreement shall continue in full force and effect as originally
constituted and is ratified and affirmed by the parties hereto.
5. Authorization. Each party represents to the other that the
individual executing this Amendment on its behalf is the duly appointed
signatory of such party to this Amendment and that such individual is
authorized to execute this Amendment by or on behalf of such party and to take
all action required by the terms of this Amendment.
6. Amendment Expenses. All expenses, including, but not limited to,
reasonable attorneys' fees, incurred by Bank in the preparation and
implementation of this Amendment constitute Bank Expenses and as such are
payable by Borrower.
7. Waiver of Claims.
(a) Borrower hereby releases and forever discharges Bank and
Bank's directors, officers, employees and agents, from all actions, and causes
of action, judgments, executions, suits, debts, claims, demands, liabilities,
counterclaims and offsets of every character, known or unknown, direct and/or
indirect, at law or in equity, of whatever kind of nature which have arisen or
accrued through the date of this
5
<PAGE> 6
Amendment and in any way directly or indirectly arising out of or in any way
connected with the Loan Documents and the Revolving Facility through such date.
(b) Borrower hereby waives all rights which it may have
under the provisions of California Civil Code Section 1542, which reads as
follows:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have
materially affected his settlement with the debtor.
8. Captions. Section headings and numbers have been set forth
herein for convenience only. Unless the contrary is compelled by the context,
everything contained in each section applies equally to this entire Amendment.
9. No Novation. This Amendment is not intended to be, and shall
not be construed to create, a novation or accord and satisfaction, and, except
as otherwise provided herein, the Agreement shall remain in full force and
effect.
10. Construction of Amendment. Neither this Amendment nor any
uncertainty or ambiguity herein shall be construed or resolved against Bank on
the basis that this Amendment was drafted by Bank. On the contrary, this
Amendment has been negotiated and reviewed by both parties and shall be
construed and interpreted according to the ordinary meaning of the words used
so as to fairly accomplish the purposes and intentions of the parties hereto.
11. Severability. Each provision of this Amendment shall be
severable from every other provision of this Amendment for the purpose of
determining the legal enforceability of any specific provision.
12. Entire Agreement. This Amendment constitutes the entire
agreement between Borrower and Bank with respect to the subject matter hereof
and supersedes all prior and contemporaneous negotiations, communications,
discussions and agreements concerning such subject matter. Borrower
acknowledges and agrees that Bank has not made any representation, warranty or
covenant in connection with this Amendment.
13. Counterparts. This Amendment may be executed in any number of
counterparts, and by Bank and Borrower in separate counterparts, each of which
shall be an original, but all of which shall together constitute one and the
same agreement.
6
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first set forth above.
"BORROWER"
VANS, INC.
By: /s/ Craig E. Gosselin
-------------------------------------
Title: Vice President and General Counsel
----------------------------------
"BANK"
BANK OF THE WEST
By:
-------------------------------------
Dale J. Kobsar
Regional Vice President
7
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first set forth above.
"BORROWER"
VANS, INC.
By:
-------------------------------------
Title:
----------------------------------
"BANK"
BANK OF THE WEST
By: /s/ Dale J. Kobsar
-------------------------------------
Dale J. Kobsar
Regional Vice President
7
<PAGE> 9
LOAN PAYMENT/PERMITTED ADVANCE TELEPHONE REQUEST FORM
DEADLINE FOR SAME DAY PROCESSING IS 3:00 P.M., CALIFORNIA TIME
TO: CENTRAL CLIENT SERVICE DIVISION DATE: ____________________
FAX#: _______________ TIME: ____________________
FROM: _________________________________________________________________________
CLIENT NAME (BORROWER)
REQUESTED BY: _________________________________________________________________
AUTHORIZED SIGNER'S NAME
AUTHORIZED SIGNATURE: _________________________________________________________
PHONE NUMBER: _________________________________________________________________
FROM ACCOUNT # _______________________ TO ACCOUNT # _______________________
REQUESTED TRANSACTION TYPE REQUESTED DOLLAR AMOUNT
- -------------------------- -----------------------
PRINCIPAL INCREASE (ADVANCE) $___________________________________
PRINCIPAL PAYMENT (ONLY) $___________________________________
INTEREST PAYMENT (ONLY) $___________________________________
PRINCIPAL AND INTEREST (PAYMENT) $___________________________________
OTHER INSTRUCTIONS: ___________________________________________________________
_______________________________________________________________________________
All representations and warranties of Borrower stated in the Loan
Agreement are true, correct and complete as of the date of the telephone
request for an Advance confirmed by this Borrowing Certificate; provided
however, that those representations and warranties expressly referring to
another date shall be true, correct and complete in all material respects as of
such date.
8
<PAGE> 10
BANK USE ONLY
TELEPHONE REQUEST:
The following person is authorized to request the loan payment transfer/loan
advance on the advance designated account and is known to me.
- --------------------------------------------------- ------------------------
Authorized Officer Phone #
- --------------------------------------------------- ------------------------
Received By (Bank) Phone #
-------------------------------------------------------
Authorized Signature (Bank)
9
