<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): July 28, 1998
DANKA BUSINESS SYSTEMS PLC
--------------------------------
(Exact name of registrant as specified in its charter)
UNITED KINGDOM 0-20828 98-0052869
-------------- ------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
11201 DANKA CIRCLE NORTH
ST. PETERSBURG, FLORIDA 33716
-------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 813-576-6003
<PAGE> 2
ITEM 5. OTHER EVENTS.
As previously reported, the Company entered into a six-year $1.275
billion multicurrency credit agreement (the "Credit Agreement") with a
consortium of international banks in December 1996. The Credit Agreement
provided the Company with a revolving component in the aggregate amount of up
to $725.0 million, and a term loan component of $550.0 million. In December
1997, the revolving component was reduced by $115.0 million to $610.0 million
bringing the full capacity of the Credit Agreement to $1.160 billion. The
Credit Agreement is secured and guaranteed by certain of the company's
subsidiaries and a covenant that the Company will not pledge its assets except
as specifically permitted under the terms of the Credit Agreement. The Credit
Agreement contains negative and affirmative covenants and agreements which
place restrictions on the Company regarding disposition of assets, capital
expenditures, additional indebtedness, permitted liens and payment of
dividends, as well as requiring the maintenance of certain financial ratios.
The adjustable interest rate on the Credit Agreement is, at the option of the
Company, either: (i) the applicable InterBank Offered Rate plus a tiered margin
based on leverage for the periods of one, two, three or six months or (ii) an
alternative base rate, consisting of the higher of the lead bank's prime rate
or the Federal Funds Rate plus 0.5%. The Credit Agreement was first amended on
December 5, 1997, primarily to provide for the adjustment of certain
definitions set forth therein.
On July 28, 1998, the Company entered into a Second Amendment to its
Credit Agreement (the "Second Amendment"). The Second Amendment principally
provides for; (i) the revision to certain definitions; (ii) an adjustment to
certain financial ratios required to be maintained by the Company; (iii) an
increase in the tiered margin applied to the Interbank Offered Rate under the
Credit Agreement; (iv) an increase in the applicable commitment fee paid by the
Company for the maintenance of the Credit Agreement; and (v) the inclusion of
certain additional covenants related to the year 2000 issue. A copy of the
Second Amendment to the Credit Agreement is included with this Report as
Exhibit 4.10 and any description or summary set forth in this Report is
qualified in its entirety by reference to the complete terms and conditions of
the Credit Agreement as amended.
-2-
<PAGE> 3
ITEM 7(c). EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<S> <C>
4.8* Credit Agreement dated December 5, 1996, by and among Danka Business Systems PLC, Dankalux Sarl &
Co. SCA, Danka Holding Company, the several financial institutions from time to time a party and
Nationsbank, N.A., as agent (Exhibit 4.8 to the Company's Form 8-K dated December 16, 1996).
4.9* First Amendment to Credit Agreement dated December 5, 1997 among Danka Business Systems PLC,
Dankalux Sarl & Co., SCA, and Danka Holding Company, Nationsbank, National Association, each
other Bank signatory thereto and Nationsbank, National Association, as agent. (Exhibit 4.9 to the
Company's Form 10 - Q for the quarter ended December 31, 1997).
4.10 Second Amendment to Credit Agreement dated July 28, 1998 among Danka Business Systems PLC,
Dankalux Sarl & Co., SCA, and Danka Holding Company, Nationsbank, National Association, each
other Bank signatory thereto and Nationsbank, National Association, as agent.
</TABLE>
- -------------
* Document has heretofore been filed with the Commission and is
incorporated by reference.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
DANKA BUSINESS SYSTEMS PLC
By: /s/ Michel Amblard
------------------------
Michel Amblard
Its: Corporate Controller, Senior Vice
President, Principal Accounting Officer
Dated: August 4, 1998
-4-
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<S> <C>
4.8* Credit Agreement dated December 5, 1996, by and among Danka Business Systems PLC, Dankalux Sarl &
Co. SCA, Danka Holding Company, the several financial institutions from time to time a party and
Nationsbank, N.A., as agent (Exhibit 4.8 to the Company's Form 8-K dated December 16, 1996).
4.9* First Amendment to Credit Agreement dated December 5, 1997 among Danka Business Systems PLC,
Dankalux Sarl & Co., SCA, and Danka Holding Company, Nationsbank, National Association, each
other Bank signatory thereto and Nationsbank, National Association, as agent. (Exhibit 4.9 to the
Company's Form 10 - Q for the quarter ended December 31, 1997).
4.10 Second Amendment to Credit Agreement dated July 28, 1998 among Danka Business Systems PLC,
Dankalux Sarl & Co., SCA, and Danka Holding Company, Nationsbank, National Association, each
other Bank signatory thereto and Nationsbank, National Association, as agent.
</TABLE>
- -------------
* Document has heretofore been filed with the Commission and is
incorporated by reference.
-5-
<PAGE> 1
EXHIBIT 4.10
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is
made and entered into as this 28th day of July, 1998 among DANKA BUSINESS
SYSTEMS PLC, a limited liability company incorporated in England and Wales
(Registered Number 1101386) ("Danka PLC"), DANKALUX SARL & CO. SCA, a Luxembourg
company ("Dankalux"), and DANKA HOLDING COMPANY, a Nevada corporation ("Danka
Holding") (Danka PLC, Dankalux and Danka Holding are herein each a "Company" and
collectively the "Companies"), NATIONSBANK, NATIONAL ASSOCIATION, a national
banking association formerly known as NationsBank, National Association
(Carolinas), each other Bank signatory hereto (each individually, a "Bank" and
collectively, the "Banks"), and NATIONSBANK, NATIONAL ASSOCIATION, in its
capacity as agent for the Banks (in such capacity, the "Agent");
W I T N E S S E T H:
WHEREAS, the Companies, the Banks and the Agent have entered into a
Credit Agreement as of December 5, 1996, as amended by First Amendment dated
December 5, 1997 (as further amended hereby and as from time to time further
amended, supplemented or replaced, the "Credit Agreement"), pursuant to which
the Banks agreed to make certain revolving credit, term loan and letter of
credit facilities available to the Companies; and
WHEREAS, the Companies have requested that the Credit Agreement be
amended in the manner set forth herein and the Agent and the Banks are willing
to agree to such amendment;
NOW, THEREFORE, in consideration of the mutual covenants and the
fulfillment of the conditions set forth herein, the parties hereto do hereby
agree as follows:
1. Definitions. Any capitalized terms used herein without definition
shall have the meaning set forth in the Credit Agreement. The term "Credit
Agreement" as used herein and in the Loan Documents shall mean the Credit
Agreement as amended hereby and as from time to time further amended,
supplemented and replaced.
2. Amendment. Subject to the terms and conditions set forth herein, the
Credit Agreement is amended, effective as of June 30, 1998 except in the case of
clause (n) below which shall be effective on the date of this Second Amendment,
as follows:
(a) The definition of "Capital Expenditures" in Section 1.1 is
hereby amended in its entirety so that as amended it shall read as
follows:
"Capital Expenditures" means, for any period, the sum
of the aggregate amount of all expenditures of Danka PLC and
its Subsidiaries for fixed or capital assets made during such
period which, in accordance with GAAP, would be classified as
capital expenditures less the cash proceeds received from the
sales of rental equipment for such period; provided, however,
that in the calculation of Capital Expenditures for any
period, there shall be excluded from such expenditures
<PAGE> 2
any amounts spent for assets that later in such period were
sold for an equal or greater amount, such excluded amount not
to exceed $5,000,000 per period.
(b) The definition of "Consolidated EBITDA" in Section 1.1 is
hereby amended in its entirety so that as amended it shall read as
follows:
"Consolidated EBITDA" means with respect to Danka PLC
and its Subsidiaries, on a consolidated basis, for any period
of four consecutive fiscal quarters, income from continuing
operations for such period before income taxes for such period
plus interest expense (including amounts attributable to
interest under any Permitted Receivables Securitization) for
such period, plus depreciation expense for such period, plus
amortization expense for such period, plus (for the fiscal
quarter ended December 31, 1997 only) actual restructuring
charges in an amount not to exceed $11,000,000.
(c) Section 1.1 is hereby amended by inserting therein, in the
appropriate alphabetical order, the following definitions:
"Year 2000 Compliant" means all computer applications
(including those affected by information received from its
suppliers and vendors) that are material to the Companies' or
any of their Subsidiaries' business and operations will on a
timely basis be able to perform properly data-sensitive
functions involving all dates on and after January 1, 2000.
"Year 2000 Problem" means the risk that computer
applications used by the Companies and any of their
Subsidiaries (including those affected by information received
from its suppliers and vendors) may be unable to recognize and
perform properly data-sensitive functions involving certain
dates on and after January 1, 2000.
(d) Clause (iii) of Subsection (a) of Section 2.5 is hereby
amended in its entirety so that as amended it shall read as follows:
"(iii) and all Offshore Currency Loans and L/C
Obligations in Offshore Currencies then outstanding at least
once each calendar quarter,"
(e) Subsection (d) of Section 2.15 is hereby amended in its
entirety so that as amended it shall read as follows:
"(d) The Applicable Margin and the Applicable Fee
Percentage shall be adjusted, to the extent applicable, 50
days (or, in the case of the last calendar quarter of any
year, 95 days) after the end of each calendar quarter, based
on the Consolidated Total Leverage Ratio as of the last day of
such calendar quarter; it being understood that if Danka PLC
fails to deliver the financial statements required by Section
7.1(a) or 7.1(b), as applicable, and the related Compliance
Certificate required by Section 7.1(c), by the 50th day (or,
if applicable, the 95th day) after any
2
<PAGE> 3
calendar quarter, the Applicable Margin shall be 1.75% and the
Applicable Fee Percentage shall be .50% until such financial
statements and Compliance Certificate are delivered. The
Applicable Margin shall be 1.30% and the Applicable Fee
Percentage shall be .325% until the Business Day next
following the date of receipt by the Agent of the Compliance
Certificate and related financial statements of Danka PLC and
its Subsidiaries for the fiscal quarter ending June 30, 1998."
(f) Section 2.19 is hereby amended by deleting the figure
"$25,000,000" appearing in subsection (a) and inserting in lieu thereof
the figure "$35,000,000".
(g) A new Section 6.23 is hereby added to the Credit Agreement
which Section shall read as follows:
"6.23 Year 2000 Compliance. Such Company and its
Subsidiaries have (i) initiated a review and assessment of all
areas within its and each of its Subsidiaries' business and
operations (including those affected by information received
from suppliers and vendors) that could reasonably be expected
to be adversely affected by the Year 2000 Problem, (ii)
developed a plan and timeline for addressing the Year 2000
Problem on a timely basis, and (iii) to date, implemented that
plan substantially in accordance with that timetable. Such
Company reasonably believes that all computer applications
(including those affected by information received from its
suppliers and vendors) that are material to its or any of its
Subsidiaries' business and operations will on a timely basis
be Year 2000 Compliant, except to the extent that a failure to
do so could not reasonably be expected to have Material
Adverse Effect."
(h) Subsection 7.1(a) is hereby amended by deleting the phrase
"60 days" appearing in the first line thereof and inserting in lieu
thereof the phrase "50 days".
(i) Subsection 7.1(b) is hereby amended by deleting the phrase
"120 days" appearing in the first line thereof and inserting in lieu
thereof the phrase "95 days".
(j) A new Section 8.16 is hereby added to the Credit Agreement
which Section shall read as follows:
"8.16. Year 2000 Compliance. Such Company will
promptly notify the Agent and the Lenders in the event such
Company discovers or determines that any computer application
(including those affected by information received from its
suppliers and vendors) that is material to its or any of its
Subsidiaries' business and operations will not be Year 2000
Compliant on a timely basis, except to the extent that such
failure could not reasonably be expected to have a Material
Adverse Effect."
(k) Clause (i) of Section 8.3 is hereby amended in its
entirety so that as amended it shall read as follows:
3
<PAGE> 4
"(i) The Consolidated Fixed Charge Coverage Ratio
(a) as at June 30, 1998 to be less than 1.50 to 1.00, (b) as
at the end of the two fiscal quarters ending September 30,
1998 and December 31, 1998 to be less than 1.35 to 1.00 and
(c) for any period ending after December 31, 1998 to be less
than 1.50 to 1.00."
(l) Clause (iii) of Section 8.3 is hereby amended in its
entirety so that as amended it shall read as follows:
"(iii) The Consolidated Total Leverage Ratio as at
the end of any fiscal quarter for the four fiscal quarters
then ending to exceed (x) for any period ending on or prior to
December 31, 1998, 3.75 to 1.00, (y) for periods ending after
December 31, 1998 through June 30, 1999, 3.50 to 1.00 and (z)
for any period ending after June 30, 1999, 3.25 to 1.00."
(m) Clause (c) of Section 8.4 is hereby amended in its
entirety so that as amended it shall read as follows:
"(c) so long as such Company demonstrates, in
writing, compliance with clause (h) below, Investments by such
Company or any of its Subsidiaries by way of acquisitions of
an entity or entities or assets of an entity or entities,
within such Company's line of business; provided, however, (x)
that no Acquisition for which the Acquisition Price exceeds
10% of Adjusted Consolidated Net Worth or if, on a pro forma
basis giving effect to the Acquisition, the Consolidated Total
Leverage Ratio is less than 3.25 to 1.00, 25% of Adjusted
Consolidated Net Worth, may be made without the written
consent of the Majority Banks, which consent shall not be
unreasonably withheld, and (y) no Acquisition through a stock
purchase may be made unless approved by the acquired entity's
Board of Directors or similar governing body; for the purposes
of this clause (c) "Acquisition Price" shall equal the cash
paid to the seller plus all notes or securities (other than
common equity securities of Danka PLC) received by or
delivered to the seller in connection with such Acquisition;"
(n) Schedule I to the Credit Agreement is amended in its
entirety and the amended Schedule I shall be as set forth in Schedule I
to this Second Amendment.
3. Effectiveness. This Second Amendment shall become effective as of
the date hereof upon receipt by the Agent of (i) six (6) fully executed copies
of this Second Amendment (which may be signed in counterparts) signed by the
Companies and the Majority Banks and (ii) payment to each Bank executing this
Second Amendment of an amount equal to 10 basis points of such Bank's
Commitment.
4. Representations and Warranties. In order to induce the Agent and the
Banks to enter into this Second Amendment, the Companies represent and warrant
to the Agent and the Banks as follows:
4
<PAGE> 5
(a) There has been no material adverse change in the
condition, financial or otherwise, of Danka PLC and its Subsidiaries,
taken as a whole, since the date of the most recent financial reports
of Danka PLC received by the Agent and the Banks under Section 7.1 of
the Credit Agreement;
(b) The business and properties of Danka PLC and its
Subsidiaries, taken as a whole, are not, and since the date of the most
recent financial report of Danka PLC and its Subsidiaries received by
the Agent and the Banks under Section 7.1 of the Credit Agreement, have
not been adversely affected in any substantial way as the result of any
fire, explosion, earthquake, accident, strike, lockout, combination of
workers, flood, embargo, riot, activities of armed forces, war or acts
of God or the public enemy, or cancellation or loss of any major
contracts; and
(c) No event has occurred and is continuing which constitutes,
and no condition exists which upon the consummation of the transaction
contemplated hereby would constitute, a Default or an Event of Default
under the Credit Agreement, either immediately or with the lapse of
time or the giving of notice, or both.
5. Guarantors. Each of the Companies being the direct, or indirect
owner of all or substantially all the Guarantors hereby consents to this
amendment on behalf of such Guarantors.
6. Entire Agreement. This Second Amendment sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter.
7. Full Force and Effect of Second Amendment. Except as hereby
specifically amended, modified or supplemented, the Credit Agreement and all
other Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.
8. Counterparts. This Second Amendment may be executed in any number of
counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.
9. Governing Law. This Second Amendment shall in all respects be
governed by the laws and judicial decisions of the State of Florida.
10. Enforceability. Should any one or more of the provisions of this
Second Amendment be determined to be illegal or unenforceable as to one or more
of the parties hereto, all other provisions nevertheless shall remain effective
and binding on the parties hereto.
11. Credit Agreement. All references in any of the Loan Documents to
the Credit Agreement shall mean the Credit Agreement as amended hereby.
[Signature page follows]
5
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Charlotte by their proper and duly authorized
officers as of the day and year first above written.
WITNESS: DANKA BUSINESS SYSTEMS PLC
/s/ Shalimer By: /s/ P.G. Dumond
- ------------------------- ---------------------------------
Name: P.G. Dumond
-------------------------------
RA Title: Company Secretary
- ------------------------- ------------------------------
DANKA HOLDING COMPANY
/s/ Anna M. Galatri By:/s/ D.M. Doyle
- ------------------------- ---------------------------------
Name: D.M. Doyle
-------------------------------
/s/ Heidi S. Mosier Title: CEO
- ------------------------- ------------------------------
DANKALUX SARL & CO. SCA
BY: DANKALUX SARL, COMMANDITE
---------------------------------
/s/ Shalimer By:/s/ P.G. Dumond
- ------------------------- ---------------------------------
Name: P.G. Dumond
-------------------------------
RA Title: Manager
- ------------------------- ------------------------------
<PAGE> 7
NATIONSBANK, N.A., as Agent and
Issuing Bank
By: /s/ Andrew M. Airheart
------------------------------
Name: Andrew M. Airheart
Title: Senior Vice President
<PAGE> 8
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Deidre B. Doyle
--------------------------------
Name: Deidre B. Doyle
Title: Vice President
<PAGE> 9
THE BANK OF NOVA SCOTIA
By: /s/William E. Zarrett
---------------------------------
Name: William E. Zarrett
Title: Senior Relationship Manager
<PAGE> 10
COMMERZBANK AKTIENGESELLSCHAFT,
ATLANTA AGENCY
By: /s/ Harry P. Yergey
---------------------------------
Name: Harry P. Yergey
Title: SVP & Manager
By: /s/ Petra P. Conroy
---------------------------------
Name: Petra P. Conroy
Title: Assistant Treasurer
<PAGE> 11
THE BANK OF NEW YORK
By: /s/ John V. Yancey
---------------------------------
Name: John V. Yancey
Title: Senior Vice President
<PAGE> 12
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Olivier Perrain
---------------------------------
Name: Olivier Perrain
Title: First Vice President
<PAGE> 13
CIBC INC.
By: /s/ Katherine Bass
---------------------------------
Name: Katherine Bass
Title: Executive Director
CIBC Oppenheimer Corp.,
AS AGENT
<PAGE> 14
PNC BANK, N.A.
By: /s/ James D. Neil
---------------------------------
Name: James D. Neil
Title: Vice President
<PAGE> 15
FIRST UNION NATIONAL BANK
By: /s/ Jorge Gonzalez
---------------------------------
Name: Jorge Gonzalez
Title: SVP
<PAGE> 16
SUNTRUST BANK, TAMPA BAY
By: /s/ Donald J. Campisano
---------------------------------
Name: Donald J. Compisano
Title: Vice President
<PAGE> 17
THE FUJI BANK AND TRUST COMPANY
By: /s/ Toshiaki Yakura
---------------------------------
Name: Toshiaki Yakura
Title: Senior Vice President
<PAGE> 18
ABN AMRO BANK N.V.
By: /s/ Scott D. Austensen
--------------------------------
Name: Scott D. Austensen
Title: Vice President
By: /s/ G. Mark Glegg, Jr.
---------------------------------
Name: G. Mark Glegg, Jr.
Title: Vice President
<PAGE> 19
PARIBAS
By: /s/ Duane Helkowski
---------------------------------
Name: Duane Helkowski
Title: Vice President
By: /s/ Brett I. Mehlman
---------------------------------
Name: Brett I. Mehlman
Title: Vice President
<PAGE> 20
DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By: /s/ Stephan A. Wiedemann
---------------------------------
Name: Stephen A. Wiedemann
Title: Director
By: /s/ Hans-Josef Thiele
---------------------------------
Name: Hans-Josef Thiele
Title: Director
<PAGE> 21
HIBERNIA NATIONAL BANK
By: /s/ Troy J. Villafarra
---------------------------------
Name: Troy J. Villafarra
Title: Senior Vice President
<PAGE> 22
ISTITUTO BANCARIO SAN PAOLO DI TORINO SPA
By:
--------------------------------------
Name:
------------------------------------
Title:
----------------------------------
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
<PAGE> 23
LLOYDS BANK PLC
By: /s/ Windsor R. Davies
-----------------------------------------
Name: Windsor R. Davies
Title: Director, Corporate Banking, USA
D061
By: /s/ David C. Rodway
-----------------------------------------
Name: David C. Rodway
Title: Assistant Vice President
R156
<PAGE> 24
NATIONAL WESTMINSTER BANK PLC
By: /s/ Ian McEwen
---------------------------------
Name: Ian McEwen
Title: Corporate Director
<PAGE> 25
SOUTHTRUST BANK, NATIONAL ASSOCIATION
By: /s/ Timothy Mann
---------------------------------
Name: Timothy Mann
Title: Group Vice President
<PAGE> 26
THE SUMITOMO BANK, LIMITED
By: /s/ Thomas G. Savini
---------------------------------
Name: Thomas G. Savini
Title: Vice President
<PAGE> 27
BANCA COMMERCIALE ITALIANA
NEW YORK BRANCH
By: /s/ Charles Dougherty
---------------------------------
Name: C. Dougherty
Title: Vice President
By: /s/ Karen Purelis
---------------------------------
Name: Karen Purelis
Title: Vice President
<PAGE> 28
AMSOUTH BANK
By: /s/ Marie B. Eaddy
---------------------------------
Name: Marie B. Eaddy
Title: Vice President
<PAGE> 29
BANK OF TOKYO-MITSUBISHI, LTD.,
ATLANTA AGENCY
By: /s/ R. Glass
---------------------------------
Name: R. Glass
Title: V. Pres.
<PAGE> 30
BANKERS TRUST COMPANY
By: /s/ G. Andrew Keith
---------------------------------
Name: G. Andrew Keith
Title: Vice President
<PAGE> 31
CORESTATES BANK, N.A.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
<PAGE> 32
THE DAI-ICHI KANGYO BANK, LIMITED
By: /s/ Tatsuji Noguchi
--------------------------------
Name: Tatsuji Noguchi
Title: Chief Representative
<PAGE> 33
THE INDUSTRIAL BANK OF JAPAN TRUST
COMPANY
By: /s/ Takuya Honjo
---------------------------------
Name: Takuya Honjo
Title: Senior Vice President
<PAGE> 34
NATIONAL AUSTRALIA BANK LIMITED
By: /s/ Scott Tuhy
---------------------------------
Name: Scott Tuhy
Title: Vice President
<PAGE> 35
SANWA BANK LIMITED
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
<PAGE> 36
TOKAI BANK LIMITED, NEW YORK BRANCH
By: /s/ Shinichi Nakatani
---------------------------------
Name: Shinichi Nakatani
Title: Assistant General Manager
<PAGE> 37
WACHOVIA BANK, N.A.
By: /s/ Tammy F. Hughes
---------------------------------
Name: Tammy F. Hughes
Title: Vice President
<PAGE> 38
BANCA NAZIONALE DEL LAVOR
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
<PAGE> 39
STATE STREET BANK
By: /s/ Kelley Rumps
---------------------------------
Name: Kelley Rumps
Title: Assistant Vice President
<PAGE> 40
CREDIT AGRICOLE INDOSUEZ
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
<PAGE> 41
SCHEDULE I
PRICING GRID
<TABLE>
<CAPTION>
CONSOLIDATED APPLICABLE COMMITMENT
TOTAL MARGIN FEE
LEVERAGE RATIO
<S> <C> <C> <C>
Level 1 < 1.75 x 62.5 bps 15 bps
Level 2 > = 1.75 x 75 bps 17.5 bps
Level 3 > = 2.25 x 87.5 bps 20 bps
Level 4 > = 2.75 x 100.0 bps 25 bps
Level 5 > = 3.25 x 130.0 bps 32.5 bps
</TABLE>
The Applicable Margin and the Commitment Fee will be Level 5 from July 28, 1998
until delivery of the Compliance Certificate for the fiscal quarter ending June
30, 1998.
