<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 Exchange Act of 1934
Date of Report (Date of earliest event reported: October 30, 1998
STEEL HEDDLE MFG. CO.
--------------------------------------
(Exact name of Registrant as specified in its charter)
Pennsylvania 333-61043 23-1120950
- --------------------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) No.)
1801 Rutherford Road, Greenville, SC 29067
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(864) 244-4110
---------------------------------------------------
Registrant's telephone number, including area code
---------------------------------------------------
(Former address, if changed since last report.)
Item 5. Other Events
On October 30, 1998, Millentex Investment Corporation ("Millentex")
and NationsBank, N.A. ("NationsBank") entered into an agreement (the "Joinder
Agreement") whereby Millentex became a guarantor under that certain credit
agreement, dated as of May 26, 1998, and as amended on May 28, 1998, by and
among the Registrant; Steel Heddle International, Inc. and Heddle Capital Corp.
(the "Guarantors"); NationsBank, N.A., Donaldson, Lufkin & Jenrette, BankBoston,
N.A., Bank Austria Creditanstalt Corporate Finance, Inc. and Wachovia, NA (the
"Lenders"); NationsBank, N.A. (the "Agent"); and DLJ Capital Financing, Inc.
(the "Syndication Agent") (the "Credit Agreement"). Pursuant to the Joinder
Agreement, Millentex jointly and severally, together with the other Guarantors
under the Credit Agreement, guarantees to each Lender and NationsBank the prompt
payment and performance of the Registrant's obligations as borrower in full when
<PAGE> 2
due under the Credit Agreement. By entering into the Joinder Agreement,
Millentex thereby became a party to the Credit Agreement and all other
agreements associated therewith.
Millentex, a Delaware corporation with its chief executive office
and place of business at 1801 Rutherford Road, Greenville, South Carolina 29607,
is a subsidiary of the Registrant, a Pennsylvania corporation.
On December 31, 1998, the Registrant, the Guarantors, the Lenders,
the Agent and the Syndication Agent entered into a second amendment to the
Credit Agreement (the "Second Amendment"). Pursuant to the Second Amendment,
certain financial covenants in Section 7.12 of the Credit Agreement,
specifically those regarding the interest coverage ratio, the senior leverage
ratio, the total leverage ratio, and the minimum consolidated EBITDA were
amended.
Attached and incorporated herein by reference in their entirety as
Exhibits 10.1 and 10.2, respectively, are copies of (i) the Joinder Agreement,
dated as of October 30, 1998, by and among Millentex Investment Corporation and
NationsBank, N.A. and (ii) the Second Amendment to the Credit Agreement, dated
as of December 31, 1998, by and among the Registrant, Steel Heddle
International, Inc., Heddle Capital Corp., NationsBank, N.A., Donaldson, Lufkin
& Jenrette, BankBoston, N.A., Bank Austria Creditanstalt Corporate Finance,
Inc., Wachovia, NA and DLJ Capital Financing, Inc.
Item 7(c) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
10.1 Joinder Agreement, dated as of October 30,1998,
by and between Millentex Investment Corporation
and NationsBank, N.A.
10.2 Second Amendment to the Credit Agreement, dated
as of December 31, 1998, by and among the
Registrant, Steel Heddle International, Inc.,
Heddle Capital Corp., NationsBank, N.A.,
Donaldson, Lufkin & Jenrette, BankBoston, N.A.,
Bank Austria Creditanstalt Corporate Finance,
Inc., Wachovia, NA and DLJ Capital Financing,
Inc.
</TABLE>
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, thereto duly authorized.
STEEL HEDDLE MFG. CO.
(Registrant)
Date: 22 March 1999 By: /s/ Jerry B. Miller
---------------- ----------------------------------
Name: Jerry B. Miller
Title: Chief Financial Officer
<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STEEL HEDDLE MFG. CO.
EXHIBIT
TO CURRENT REPORT ON
FORM 8-K DATED October 30, 1998
Commission File Number 333-61043
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
10.1 Joinder Agreement, dated as of October
30,1998, by and between Millentex Investment
Corporation and NationsBank, N.A.
10.2 Second Amendment to the Credit Agreement,
dated as of December 31, 1998, by and among
the Registrant, Steel Heddle International,
Inc., Heddle Capital Corp., NationsBank,
N.A., Donaldson, Lufkin & Jenrette,
BankBoston, N.A., Bank Austria
Creditanstalt Corporate Finance, Inc.,
Wachovia, NA and DLJ Capital Financing, Inc.
</TABLE>
<PAGE> 1
JOINDER AGREEMENT
This Joinder Agreement (the "Agreement"), dated as of October 30,
1998, is by and between Millentex Investment Corporation, a Delaware corporation
(the "Subsidiary"), and NationsBank, N.A., in its capacity as Agent under that
certain Credit Agreement (as it may be amended, modified, extended or restated
from time to time, the "Credit Agreement"), dated as of May 26, 1998, by and
among Steel Heddle Mfg. Co., a Pennsylvania corporation (the "Borrower"), the
Guarantors party thereto, the Lenders party thereto and NationsBank, N.A., as
Agent. All of the defined terms in the Credit Agreement are incorporated herein
by reference.
The Subsidiary is an Additional Credit Party, and, consequently,
the Credit Parties are required by Section 7.13 of the Credit Agreement to cause
the Subsidiary to become a "Guarantor."
Accordingly, the Subsidiary hereby agrees as follows with the
Agent, for the benefit of the Lenders:
1. The Subsidiary hereby acknowledges, agrees and confirms that,
by its execution of this Agreement, the Subsidiary will be deemed to be a party
to the Credit Agreement and a Guarantor for all purposes of the Credit Agreement
and shall have all of the obligations of a Guarantor thereunder as if it had
executed the Credit Agreement. The Subsidiary hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions
applicable to the Guarantors contained in the Credit Agreement. Without limiting
the generality of the foregoing terms of this paragraph 1, the Subsidiary
hereby, jointly and severally, together with the other Guarantors, guarantees to
each Lender and the Agent, as provided in Section 4 of the Credit Agreement, the
prompt payment and performance of the Borrower's Obligations in full when due
(whether at stated maturity, as a mandatory prepayment, by acceleration or
otherwise) strictly in accordance with the terms thereof.
2. The Subsidiary hereby acknowledges, agrees and confirms that,
by its execution of this Agreement, the Subsidiary will be deemed to be a party
to the Security Agreement and an Obligor for all purposes of the Security
Agreement and shall have all of the obligations of an Obligor thereunder as if
it had executed the Security Agreement. The Subsidiary hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions applicable to the Obligors contained in the Security Agreement.
Without limiting the generality of the foregoing terms of this paragraph 2, the
Subsidiary hereby grants to the Agent, for the benefit of the Lenders, a
continuing security interest in, and a right of set off against, any and all
right, title and interest of the Subsidiary in and to the Collateral (as such
term is defined in Section 2 of the Security Agreement) of the Subsidiary. The
Subsidiary hereby represents and warrants to the Agent that:
(a) the Subsidiary's chief executive office and chief
place of business are (and, for the prior four months, have been)
located at the locations set forth in Schedule 1 attached hereto, and
the Subsidiary keeps its books and records at such locations;
<PAGE> 2
(b) the type of Collateral owned by the Subsidiary, and the
location of all Collateral owned by the Subsidiary, is as shown on
Schedule 2 attached hereto;
(c) the Subsidiary's legal name is as shown in this
Agreement, and the Subsidiary has not changed its name, been party to a
merger, consolidation or other change in structure, or used any
tradenames except as set forth in Schedule 3 attached hereto; and
(d) the patents, trademarks and copyrights listed on Schedule
4 attached hereto constitute all of the registrations and applications
for the patents, trademarks and copyrights owned by the Subsidiary.
3. The Subsidiary hereto acknowledges, agrees and confirms that,
by its execution of this Agreement, the Subsidiary will be deemed to be a party
to the Pledge Agreement and a Pledgor for all purposes of the Pledge Agreement
and shall have all of the obligations of a Pledgor thereunder as if it had
executed the Pledge Agreement. The Subsidiary hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions
applicable to the Pledgors contained in the Pledge Agreement. Without limiting
the generality of the foregoing terms of this paragraph 3, the Subsidiary hereby
pledges and assigns to the Agent, for the benefit of the Lenders, and grants to
the Agent, for the benefit of the Lenders, a continuing security interest in any
and all right, title and interest of the Subsidiary in and to the Pledged Shares
(as such term is defined in Section 2 of the Pledge Agreement) listed on
Schedule 5 attached hereto and the other Pledged Collateral (as such term is
defined in Section 2 of the Pledge Agreement).
4. The address of the Subsidiary, for purposes of all notices and
other communications, is 1801 Rutherford Road, Greenville, SC 29607, Attention:
Jerry B. Miller (facsimile number: 864-268-3823).
5. The Subsidiary hereby waives acceptance by the Agent and the
Lenders of the guaranty by the Subsidiary under Section 4 of the Credit
Agreement upon the execution of this Agreement by the Subsidiary.
6. This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which, when taken
together, shall constitute one contract.
7. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
-2-
<PAGE> 3
IN WITNESS WHEREOF, the Subsidiary has caused this Joinder
Agreement to be duly executed by its authorized officers, and the Agent, for the
benefit of the Lenders, has caused the same to be accepted by its authorized
officer, as of the day and year first above written.
MILLENTEX INVESTMENT CORPORATION
By: /s/JERRY B. MILLER
----------------------------------
Name: Jerry B. Miller
Title: Chief Financial Officer
Acknowledged and accepted:
NATIONSBANK, N.A., as Agent
By: /s/ [SIG]
----------------------------------
Name:
Title: Senior Vice President
<PAGE> 4
SCHEDULE 1
CHIEF EXECUTIVE OFFICE AND CHIEF PLACE OF BUSINESS
1801 Rutherford Road
Greenville, SC 29607
S1-1
<PAGE> 5
SCHEDULE 2
COLLATERAL AND LOCATION
Not applicable
S2-1
<PAGE> 6
SCHEDULE 3
LEGAL NAME OR TRADENAMES
Millentex Investment Corporation
S3-1
<PAGE> 7
SCHEDULE 4
PATENTS, TRADEMARKS AND COPYRIGHTS
Not applicable
S4-1
<PAGE> 8
SCHEDULE 5
PLEDGED SHARES
Not applicable
S5-1
<PAGE> 1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment" dated as of
December 31, 1998, is by and among Steel Heddle Mfg. Co. (the "Borrower"),
certain subsidiaries of the Borrower identified on the signature pages hereto
(the "Guarantors"), the lenders identified on the signature pages hereto (the
"Lenders"), NationsBank, N.A., as agent for the Lenders (in such capacity, the
"Agent") and DLJ Capital Funding, Inc., as syndication agent (the "Syndication
Agent"). Capitalized terms used herein which are not defined herein and which
are defined in the Credit Agreement shall have the same meanings as therein
defined.
WITNESSETH
WHEREAS, the Borrower, the Guarantors, the Lenders, the Agent and the
Syndication Agent have entered into that certain Credit Agreement dated as of
May 26, 1998, as amended by the First Amendment to Credit Agreement and
Assignment dated as of May 28, 1998 (the "Existing Credit Agreement");
WHEREAS, the parties to the Existing Credit Agreement have agreed to
amend the Existing Credit Agreement and to waive compliance with certain
obligations of the Consolidated Parties as provided herein;
NOW, THEREFORE, in consideration of the agreements hereinafter set forth,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
PART I
DEFINITIONS
SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit Agreement as
amended hereby.
"Amendment No. 2 Effective Date" is defined in Subpart 3.1
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings provided in the Amended Credit Agreement.
<PAGE> 2
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No.2
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II:
SUBPART 2.1 Amendments to Section 7.12. Section 7.12 of the Existing
Credit Agreement is hereby amended and replaced in its entirety to read as
follows:
7.12 FINANCIAL COVENANTS.
(a) Interest Coverage Ratio. The Interest Coverage Ratio, as of the
last day of each fiscal quarter, shall be greater than or equal to:
(i) for the fiscal quarter ending October 3, 1998, 1.55 to
1.00, based on (A) Consolidated EBITDA for the four fiscal quarter
period then ended to (b) Consolidated Interest Expense for the one
fiscal quarter period then ended multiplied by 4;
(ii) for the fiscal quarter ending January 2, 1999, 1.10 to
1.00, based on (A) Consolidated EBITDA for the four fiscal quarter
period then ended to (b) Consolidated Interest Expense for the two
fiscal quarter period then ended multiplied by 2;
(iii) for the fiscal quarter ending April 3, 1999, 1.10 to
1.00, based on (A) Consolidated EBITDA for the four fiscal quarter
period then ended to (b) Consolidated Interest Expense for the three
fiscal quarter period then ended multiplied by 1.33;
(iv) for the period from April 4, 1999 to and including July
3, 1999, 1.10 to 1.00, based on (A) Consolidated EBITDA for the four
fiscal quarter period then ended to (b) Consolidated Interest
Expense for the four fiscal quarter period then ended;
(v) for the period from July 4, 1999 to and including October
2, 1999, 1.20 to 1.00, based on (A) Consolidated EBITDA for the four
fiscal quarter period then ended to (b) Consolidated Interest
Expense for the four fiscal quarter period then ended;
(vi) for the period from October 3, 1999 to and including
January 1, 2000, 1.30 to 1.00, based on (A) Consolidated EBITDA for
the four fiscal quarter period then ended to (b) Consolidated
Interest Expense for the four fiscal quarter period then ended;
2
<PAGE> 3
(vii) for the period from January 2, 2000 to and including
July 1, 2000, 1.65 to 1.00, based on (A) Consolidated EBITDA for the
four fiscal quarter period then ended to (b) Consolidated Interest
Expense for the four fiscal quarter period then ended;
(viii) for the period from July 2, 2000 to and including
December 30, 2000, 1.70 to 1.00, based on (A) Consolidated EBITDA
for the four fiscal quarter period then ended to (b) Consolidated
Interest Expense for the four fiscal quarter period;
(ix) for the period from December 31,2000 to and including
December 29, 2001, 1.75 to 1.00, based on (A) Consolidated EBITDA
for the four fiscal quarter period then ended to (b) Consolidated
Interest Expense for the four fiscal quarter period then ended;
(x) for the period from December 30, 2001 to and including
December 28, 2002, 1.85 to 1.00, based on (A) Consolidated EBITDA
for the four fiscal quarter period then ended to (b) Consolidated
Interest Expense for the four fiscal quarter period then ended; and
(xi) for the period from December 29, 2002 and at all times
thereafter, 1.60 to 1.00, based on (A) Consolidated EBITDA for the
four fiscal quarter period then ended to (b) Consolidated Interest
Expense for the four fiscal quarter period then ended.
(b) Senior Leverage Ratio. The Senior Leverage Ratio, as of the last
day of each fiscal quarter, shall be less than or equal to:
(i) for the period from the Closing Date to and including
January 2, 1999, 2.20 to 1.00;
(ii) for the period from January 3, 1999 to and including
April 3, 1999, 2.40 to 1.00;
(iii) for period from April 4, 1999 to and including July 3,
1999, 2.40 to 1.0;
(iv) for the period from July 4, 1999 to and including
October 2, 1999, 2.20 to 1.0;
(v) for the period from October 3, 1999 to and including
January 1, 2000, 2.10 to 1.0;
(vi) for the period from January 2, 2000 to and including
December 30, 2000, 1.60 to 1.00;
3
<PAGE> 4
(vii) for the period from December 31, 2000 to and including
December 29, 2001, 1.40 to 1.00; and
(viii) for the period from December 30, 2001 and at all times
thereafter, 1.10 to 1.00.
(c) Total Leverage Ratio. The Total Leverage Ratio, as of the
last day of each fiscal quarter, shall be less than or equal to:
(i) for the period from January 2, 2000 to and including
December 30, 2000, 5.85 to 1.0;
(ii) for the period from December 31, 2000 to and
including December 29, 2001, 5.40 to 1.0; and
(iii) for the period from December 30, 2001 and at all times
thereafter, 4.90 to 1.0.
(d) Minimum Consolidated EBITDA. Consolidated EBITDA, as of the last
day of each fiscal quarter for the four fiscal quarter period then ended,
shall be greater than or equal to:
(i) for the period from the Closing Date to and including
January 2, 1999, $18,500,000;
(ii) for the period from January 3, 1999 to and including
April 3, 1999, $15,000,000;
(iii) for the period from April 4, 1999 to and including July
3, 1999, $15,000,000;
(iv) for the period from July 4, 1999 to and including
October 2, 1999, $16,150,000;
(v) for the period from October 3, 1999 to and including
January 1, 2000, $18,000,000;
(vi) for the period from January 2, 2000 to and including
December 30, 2000, $20,660,000;
(vii) for the period from December 31, 2000 to and including
December 29, 2001, $21,680,000;
(viii) for the period from December 30, 2001 to and including
December 28, 2002, $22,610,000; and
4
<PAGE> 5
(ix) for the period from December 29, 2002 and at all
times thereafter, $23,000,000.
SUBPART 2.2 Amendment to Section 7.1(c). Section 7.1(c) of the
Existing Credit Agreement is amended by renumbering the existing
subclause (ii) as subclause (iii), inserting a comma at the end of
subclause (i), and inserting the following new subclause (ii):
(ii) calculating the Total Leverage Ratio for the fiscal
quarter then ending
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 Amendment No. 2 Effective Date. This Amendment shall be
and become effective as of the date hereof (the "Amendment No. 2
Effective Date") when all of the conditions set forth in this Part III
shall have been satisfied, and thereafter this Amendment shall be known,
and may be referred to, as "Amendment No. 2."
SUBPART 3.2 Execution of Counterparts of Amendment. The Agent shall
have received counterparts (or other evidence of execution, including
telephonic message, satisfactory to the Agent) of this Amendment, which
collectively shall have been duly executed on behalf of each of the
Borrower, the Guarantors and the Lenders.
SUBPART 3.3 Amendment Fee. The Agent, on behalf of the Lenders,
shall have received an amendment fee of 25 basis points based upon the
Commitments, payable to each Lender according to such Lender's
applicable Commitment Percentage.
SUBPART 3.4 Other Items. The Agent shall have received such other
documents, agreements or information which may be reasonably requested by
the Agent.
5
<PAGE> 6
PART IV
MISCELLANEOUS
SUBPART 4.1 Representations and Warranties. Borrower hereby
represents and warrants to the Agent and the Lenders that, after giving
effect to this Amendment, (a) no Default or Event of Default exists under
the Credit Agreement or any of the other Credit Documents and (b) the
representations and warranties set forth in Section 6 of the Existing
Credit Agreement are, subject to the limitations set forth therein, true
and correct in all material respects as of the date hereof (except for
those which expressly relate to an earlier date).
SUBPART 4.2 Reaffirmation of Credit Party Obligations. Each Credit
Party hereby ratifies the Credit Agreement and acknowledges and reaffirms
(a) that it is bound by all terms of the Credit Agreement applicable to
it and (b) that it is responsible for the observance and full performance
of its respective Credit Party Obligations.
SUBPART 4.3 Cross-References. References in this Amendment to any
Part or Subpart are, unless otherwise specified, to such Part or Subpart
of this Amendment.
SUBPART 4.4 Instrument Pursuant to Existing Credit Agreement. This
Amendment is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with the terms and
provisions of the Existing Credit Agreement.
SUBPART 4.5 References in Other Credit Documents. At such time as
this Amendment No. 2 shall become effective pursuant to the terms of
Subpart 3.1, all references in the Credit Documents to the "Credit
Agreement" shall be deemed to refer to the Credit Agreement as amended by
this Amendment No. 2.
SUBPART 4.6 Limitation. This Amendment is given solely for the
matter set forth herein and for no other matter, and it is the intent of
the parties that this Amendment be narrowly construed. Except as
specifically set forth herein, the Credit Agreement shall not be deemed
to have been amended or modified and shall continue in full force and
effect.
SUBPART 4.7 Counterparts/Telecopy. This Amendment may be executed by
the parties hereto in several counterparts, each of which shall be deemed
to be original and all of which shall constitute together but one and the
same agreement. Delivery of executed counterparts of the Amendment by
telecopy shall be effective as an original and shall constitute a
representation that an original shall be delivered.
SUBPART 4.8 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK.
6
<PAGE> 7
SUBPART 4.9 Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
[The remainder of this page has been left blank intentionally.]
7
<PAGE> 8
IN WITNESS WHEREOF the Borrower, the Guarantors, and the Lenders
have caused this Amendment to be duly executed on the date first above
written.
BORROWER: STEEL HEDDLE MFG. CO.
By: /s/BENJAMIN G. TEAM
------------------------------
Name: Benjamin G. Team
---------------------------
Title: President
--------------------------
GUARANTORS: STEEL HEDDLE INTERNATIONAL, INC.
By: /s/BENJAMIN G. TEAM
-----------------------------
Name: Benjamin G. Team
---------------------------
Title: President
--------------------------
HEDDLE CAPITAL CORP.
By: /s/JERRY B. MILLER
------------------------------
Name: Jerry B. Miller
---------------------------
Title: Vice-President
--------------------------
<PAGE> 9
AGENT: NATIONSBANK, N.A.
By: /s/STACY B. BRANDON
-----------------------------
Name: STACY B. BRANDON
---------------------------
Title: Sr. Vice President
--------------------------
SYNDICATION AGENT: DLJ CAPITAL FUNDING, INC.
By: /s/DANA F. KLEIN
-----------------------------
Name: Dana F. Klein
---------------------------
Title: Vice President
--------------------------
LENDERS: NATIONSBANK, N. A.
By: /s/STACY B. BRANDON
-----------------------------
Name: /s/STACY B. BRANDON
---------------------------
Title: Sr. Vice President
--------------------------
DONALDSON, LUFKIN & JENRETTE
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
BANKBOSTON, N.A.
By: /s/STEPHEN Y. MCGEHEE
-----------------------------
Name: STEPHEN Y. MCGEHEE
---------------------------
Title: MANAGING DIRECTOR
--------------------------
BANK AUSTRIA
CREDITANSTALT CORPORATE FINANCE, INC.
By: /s/WILLIAM E. MCCOLLUM, JR.
-----------------------------
Name: William E. McCollum, Jr.
---------------------------
Title: Senior Associate
--------------------------
By: /s/ROBERT M. BIRINGER
-----------------------------
Name: Robert M. Biringer
---------------------------
Title: Executive Vice President
--------------------------
WACHOVIA BANK, NA.
By: /s/THOMAS F. SNIDER
-----------------------------
Name: THOMAS F. SNIDER
---------------------------
Title: Vice President
--------------------------
