AMENDMENT NO. 4 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this "Amendment Agreement")
is made and entered into effective as of the 13th day of August, 1999, by and
among MILLER INDUSTRIES, INC., a Tennessee corporation ("Miller"), and MILLER
INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation and wholly owned
subsidiary of Miller ("Miller Towing") (Miller and Miller Towing may be referred
to herein individually as a "Borrower" and together as the "Borrowers"), EACH OF
THE GUARANTORS SIGNATORY HERETO (the "Guarantors"), BANK OF AMERICA, N.A. D/B/A
NATIONSBANK, N.A. SUCCESSOR TO NATIONSBANK, N.A., a national banking association
organized and existing under the laws of the United States, as agent ("Agent")
for the Lenders under the Credit Agreement (as defined below), and the Lenders
signatory hereto. Unless the context otherwise requires, all terms used herein
without definition shall have the definitions provided therefor in the Credit
Agreement.
W I T N E S S E T H:
WHEREAS, the Agent, the Lenders and the Borrowers have entered into
that certain Credit Agreement dated as of January 30, 1998, as amended by
Amendment No. 1 to Credit Agreement dated as of January 31, 1998 and by
Amendment No. 2 to Credit Agreement dated as of October 30, 1998 and by
Amendment No. 3 to Credit Agreement dated as of July 27, 1999 (as hereby and
from time to time amended, supplemented or replaced, the "Credit Agreement"),
pursuant to which the Lenders have agreed to make and have made available to the
Borrowers a revolving credit facility with a letter of credit sublimit and a
swing line sublimit; and
WHEREAS, the Borrowers have requested that the Agent and the Lenders
make certain modifications to the Credit Agreement;
WHEREAS, the Agent and the Lenders have agreed to such modifications
pursuant to the terms and conditions set forth herein;
WHEREAS, the parties hereto desire to amend the Credit Agreement in the
manner herein set forth effective as of the date hereof;
NOW, THEREFORE, the parties hereby agree as follows:
1. DEFINITIONS. The term "Credit Agreement" or "Agreement" (as the case
may be) as used herein and in the Loan Documents shall mean the Credit Agreement
as hereby amended and modified, and as further amended, modified or supplemented
from time to time as permitted thereby. The term "Lender" as used herein and in
the Loan Documents shall include each of the financial institutions signatory
hereto as a Lender. The term "BAS" as used herein shall mean Banc of America
Securities, LLC, successor to NationsBanc Montgomery Securities, LLC.
<PAGE>
2. AMENDMENTS. Subject to the conditions hereof, the Credit Agreement
is hereby amended, effective as of the date hereof, as follows:
(1) SECTION 9.1 of the Credit Agreement is hereby amended by
deleting existing clauses (b) and (d) appearing therein and inserting in lieu
thereof the following clauses (b) and (d) which shall read in their entirety as
follows:
"(b) CONSOLIDATED FUNDED SENIOR INDEBTEDNESS TO
CONSOLIDATED EBITDA. Permit at any time during the respective
periods set forth below the ratio of Consolidated Funded
Senior Indebtedness to Consolidated EBITDA for the
Four-Quarter Period most recently ended to be greater than
that set forth opposite each such period:
<TABLE>
<CAPTION>
Consolidated Funded Senior
Indebtedness To Consolidated
Four Quarter Periods Ending EBITDA Must Not be Greater Than:
---------------------------- --------------------------------
<S> <C>
Prior to and including 1/30/2000 4.25 to 1.00
During Period 4.00 to 1.00
1/31/2000 to 4/29/2000
During period 3.00 to 1.00
4/30/2000 and thereafter
</TABLE>
(d) CONSOLIDATED FIXED CHARGE RATIO. Permit at any
time during the respective periods set forth below the
Consolidated Fixed Charge Ratio to be less than that set forth
opposite each such period:
<TABLE>
<CAPTION>
Consolidated Fixed Charge Ratio
Four Quarter Periods Ending MUST NOT BE LESS THAN:
--------------------------- -----------------------------------
<S> <C>
Prior to and including 1.00 to 1.00
7/30/1999
During period 1.10 to 1.00
7/31/1999 to 10/30/1999
2
<PAGE>
During period 1.15 to 1.00
10/31/1999 to 4/29/2000
During period 1.25 to 1.00
4/30/2000 and thereafter
</TABLE>
(2) EXHIBIT M to the Credit Agreement is hereby amended and
restated in its entirety as set forth on Annex I attached hereto and
incorporated herein by reference.
3. GUARANTORS. Each Guarantor hereby (i) consents and agrees to the
amendments to the Credit Agreement set forth herein and (ii) confirms its joint
and several guarantee of payment of all the Guarantors' Obligations pursuant to
the Guaranty.
4. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers hereby
certifies that:
(1) The representations and warranties made by the Borrowers
in ARTICLE VII of the Credit Agreement are true and correct in all
material respects on and as of the date hereof, with the same effect as
though such representations and warranties were made on the date
hereof, except that the financial statements referred to in SECTION
7.6(A) shall be those most recently furnished to each Lender pursuant
to SECTIONS 8.1(A) AND (B) of the Credit Agreement.
(2) The Borrowers and each Subsidiary have the power and
authority to execute and perform this Amendment Agreement and have
taken all action required for the lawful execution, delivery and
performance thereof.
(3) There has been no material adverse change in the business,
properties, prospects, operations or condition, financial or otherwise,
of Miller and its Subsidiaries since the date of the most recent
financial reports of Miller received by each Lender under SECTION 8.1
of the Agreement; and
(4) No event has occurred and no condition exists which, upon
the consummation of the transaction contemplated hereby, will
constitute a Default or an Event of Default on the part of the
Borrowers under the Credit Agreement or any other Loan Document either
immediately or with the lapse of time or the giving of notice, or both.
5. CONDITIONS TO EFFECTIVENESS. This Amendment shall not be effective
until the Agent has received to its satisfaction each of the following:
(1) three (3) counterparts of this Amendment Agreement
executed by the Borrower, the Guarantors, the Agent and the Lenders;
3
<PAGE>
(2) such other documents, instruments and certificates as
reasonably requested by the Agent.
6. DEFAULT WAIVER. The Agent and the Lenders hereby waive any Default
or Event of Default resulting from any violation by the Borrowers of Sections
9.1(b) of the Credit Agreement for the reporting period of the Borrowers ended
July 31, 1998. This waiver shall be a one-time waiver covering the period ended
July 31, 1998 and shall in no way serve to waive any obligations of the
Borrowers other than as expressly set forth above.
7. ENTIRE AGREEMENT. This Amendment Agreement 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. No promise, condition, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and not one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as otherwise expressly stated herein, no representations, warranties or
commitments, express or implied, have been made by any party to the other. None
of the terms or conditions of this Amendment Agreement may be changed, modified,
waived or canceled orally or otherwise, except by writing, signed by all the
parties hereto, specifying such change, modification, waiver or cancellation of
such terms or conditions, or of any preceding or succeeding breach thereof.
8. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all of the other
Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.
9. COUNTERPARTS. This Amendment Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
10. GOVERNING LAW. This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the State of Georgia.
11. ENFORCEABILITY. Should any one or more of the provisions of this
Amendment Agreement 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.
12. CREDIT AGREEMENT. All references in any of the Loan Documents to
the "Credit Agreement" shall mean the Credit Agreement as amended hereby.
13. SUCCESSORS AND ASSIGNS. This Amendment Agreement shall be binding
upon and inure to the benefit of each of the Borrowers, the Lenders and the
Agent and their respective successors, assigns and legal representatives;
PROVIDED, however, that the Borrowers, without the prior consent of the Agent,
may not assign any rights, powers, duties or obligations hereunder.
4
<PAGE>
14. EXPENSES. The Borrowers agree to pay to the Agent all reasonable
costs and expenses (including without limitation legal fees and expenses)
incurred or arising in connection with the negotiation and preparation of this
Amendment Agreement.
15. LENDERS. Each of the financial institutions signatory hereto as a
Lender (and each other financial institution which may hereafter execute and
deliver an instrument of assignment pursuant to SECTION 12.1 of the Credit
Agreement) shall be deemed a "Lender" and party to the Credit Agreement and
other Loan Documents and shall be entitled to all rights and benefits described
therein, be bound by the provisions thereof and perform all obligations as a
Lender thereunder.
[SIGNATURE PAGES FOLLOW.]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to Credit Agreement to be duly executed by their duly authorized officers, all
as of the day and year first above written.
BORROWERS:
MILLER INDUSTRIES, INC.
By: /s/ Jeffrey Badgley
Name: Jeffrey Badgley
Title: President
MILLER INDUSTRIES TOWING EQUIPMENT INC.
By: /s/ Jeffrey Badgley
Name: Jeffrey Badgley
Title: President
AMENDMENT NO. 4 TO CREDIT AGREEMENT
SIGNATURE PAGE 1 OF 6
<PAGE>
GUARANTORS:
ACKERMAN WRECKER SERVICE, INC.
A-EXCELLENCE TOWING CO.
ALL AMERICAN TOWING SERVICES, INC.
ALLIED GARDENS TOWING, INC.
ALLIED TOWING AND RECOVERY, INC.
ALTAMONTE TOWING, INC.
ANDERSON TOWING SERVICE, INC.
APACO, INC.
APPLE TOWING CO., INC.
ARROW WRECKER SERVICE, INC.
A TO Z ENTERPRISES, INC.
B&B ASSOCIATED INDUSTRIES, INC.
B-G TOWING, INC.
BEAR TRANSPORTATION, INC.
BEATY TOWING & RECOVERY, INC.
BERT'S TOWING RECOVERY CORPORATION
BILL GERLOCK TOWING CO.
BOB BOLIN SERVICES, INC.
BOB'S AUTO SERVICE, INC.
BOB VINCENT AND SONS WRECKER SERVICE, INC.
BOULEVARD & TRUMBULL TOWING, INC.
BREWER'S, INC.
BRYRICH CORPORATION
C&L TOWING SERVICES, INC.
CAL WEST TOWING, INC.
CEDAR BLUFF 24 HOUR TOWING, INC.
CENTURY HOLDINGS, INC.
CHAD'S, INC.
CHAMPION CARRIER CORPORATION
CHEVRON, INC.
CHICAGO METRO SERVICES, INC.
CLARENCE CORNISH AUTOMOTIVE SERVICE, INC.
CLEVELAND VEHICLE DETENTION CENTER, INC.
COLEMAN'S TOWING & RECOVERY, INC.
COMPETITION WHEELIFT, INC.
D.A. HANELINE, INC.
DALLAS VEHICLE RECOVERY, INC.
DICK'S TOWING & ROAD SERVICE, INC.
DOLLAR ENTERPRISES, INC.
AMENDMENT NO. 4 TO CREDIT AGREEMENT
SIGNATURE PAGE 2 OF 6
<PAGE>
DON'S TOWING, INC.
DUN-RITE TOWING, INC.
DURU, INC.
E.B.T., INC.
EXPORT ENTERPRISES, INC.
GARY'S TOWING & SALVAGE POOL, INC.
GOLDEN WEST TOWING EQUIPMENT, INC.
GOOD MECHANIC AUTO CO. OF
RICHFIELD, INC.
GREAT AMERICA TOWING, INC.
GREG'S TOWING, INC.
H&H TOWING ENTERPRISES, INC.
HALL'S TOWING SERVICE, INC.
HENDRICKSON TOWING, INC.
H.M.R. ENTERPRISES, INC.
INTERSTATE TOWING & RECOVERY, INC.
JENKINS WRECKER SERVICE, INC.
JENNINGS ENTERPRISES, INC.
KAUFF'S, INC.
KAUFF'S OF FT. PIERCE, INC.
KAUFF'S OF MIAMI, INC.
KAUFFS OF PALM BEACH, INC.
KEN'S TOWING, INC.
KING AUTOMOTIVE & INDUSTRIAL
EQUIPMENT, INC.
LANCE WRECKER SERVICE, INC.
LAZER TOW SERVICES, INC.
LEWIS WRECKER SERVICE, INC.
LEVESQUE'S AUTO SERVICE, INC.
LINCOLN TOWING ENTERPRISES, INC.
M&M TOWING AND RECOVERY, INC.
MAEJO, INC.
MEL'S ACQUISITION CORP.
MERL'S TOWING SERVICE, INC.
MID AMERICA WRECKER & EQUIPMENT
SALES, INC. OF COLORADO
MIKE'S WRECKER SERVICE, INC.
MILLER FINANCIAL SERVICES GROUP, INC.
MILLER/GREENEVILLE, INC.
MILLER INDUSTRIES DISTRIBUTING, INC.
MILLER INDUSTRIES INTERNATIONAL, INC.
MOORE'S SERVICE & TOWING, INC.
MOORE'S TOWING SERVICE, INC.
MOSTELLER'S GARAGE, INC.
MURPHY'S TOWING, INC.
AMENDMENT NO. 4 TO CREDIT AGREEMENT
SIGNATURE PAGE 3 OF 6
<PAGE>
OFFICIAL TOWING, INC.
O'HARE TRUCK SERVICE, INC.
PETE'S A TOWING, INC.
PIPES ENTERPRISES, INC.
PRO-TOW, INC.
PULLEN'S TRUCK CENTER, INC.
PURPOSE, INC.
RAR ENTERPRISES, INC.
RANDY'S HIGH COUNTRY TOWING, INC.
RAY HARRIS, INC.
RMA ACQUISITION CORP.
RRIC ACQUISITION CORP.
RAY'S TOWING, INC.
RETRIEVER TOWING, INC.
ROAD BUTLER, INC.
ROAD ONE, INC.
ROADONE EMPLOYEE SERVICES, INC.
ROAD ONE INSURANCE SERVICES, INC.
ROAD ONE SERVICE, INC.
RONNY MILLER WRECKER SERVICE INC.
SANDY'S AUTO & TRUCK SERVICE, INC.
SAKSTRUP TOWING, INC.
SONOMA CIRCUITS, INC.
SOUTHERN WRECKER CENTER, INC.
SOUTHERN WRECKER SALES, INC.
SOUTHWEST TRANSPORT, INC.
SPEED'S AUTOMOTIVE, INC.
SPEED'S RENTALS, INC.
SROGA'S AUTOMOTIVE SERVICES, INC.
SUBURBAN WRECKER SERVICE, INC.
TEAM TOWING AND RECOVERY, INC.
TED'S OF FAYVILLE, INC.
TEXAS TOWING CORPORATION
THOMPSON'S WRECKER SERVICE, INC.
TOW PRO CUSTOM TOWING & HAULING, INC.
TREASURE COAST TOWING, INC.
TRUCK SALES & SALVAGE CO., INC.
VRCHOTA CORPORATION
VULCAN EQUIPMENT COMPANY, INC.
WALKER TOWING, INC.
WES'S SERVICE INCORPORATED
WESTERN TOWING; MCCLURE/EARLEY
ENTERPRISES, INC.
WHITEY'S TOWING, INC.
AMENDMENT NO. 4 TO CREDIT AGREEMENT
SIGNATURE PAGE 4 OF 6
<PAGE>
WILTSE TOWING, INC.
ZEBRA TOWING, INC.
ZEHNER TOWING & RECOVERY, INC.
By: /s/ Frank Madonia
Name: Frank Madonia
Title: Vice President
AMENDMENT NO. 4 TO CREDIT AGREEMENT
SIGNATURE PAGE 5 OF 6
<PAGE>
AGENT AND LENDERS:
BANK OF AMERICA, N.A.
D/B/A NATIONSBANK, N.A.
SUCCESSOR TO NATIONSBANK, N.A.,
as Agent for the Lenders and as a Lender
By: /s/ Sybil H. Weldon
Name: Sybil H. Weldon
Title: Senior Vice President
WACHOVIA BANK, N.A.
By: /s/ John Tibe
Name: John Tibe
Title: Vice President
FIRST AMERICAN NATIONAL BANK
By: /s/ J. Harvey White
Name: J. Harvey White
Title: Executive Vice President
SUNTRUST BANK, CHATTANOOGA, N.A.
By: /s/ Jon C. Long
Name: Jon C. Long
Title: Vice President
AMENDMENT NO. 4 TO CREDIT AGREEMENT
SIGNATURE PAGE 6 OF 6
<PAGE>
ANNEX I
NEW EXHIBIT M
Compliance Certificate
Bank of America, N.A., d/b/a
NationsBank, N.A., successor
to NationsBank, N.A.
Independence Center, 15th Floor
NC1-001-15-04
Charlotte, North Carolina 28255
Attention: Agency Services
Telefacsimile: (704) 386-9436
Reference is hereby made to the Credit Agreement dated as of January
30, 1998, as amended pursuant to Amendment No. 1 to Credit Agreement dated as of
January 31, 1998 and Amendment No. 2 to Credit Agreement dated as of October 30,
1998 and Amendment No. 3 to Credit Agreement dated as of July 27, 1999 (as may
be further amended, modified or supplemented from time to time, the "Agreement")
among MILLER INDUSTRIES, INC., a Tennessee corporation ("Miller"), MILLER
INDUSTRIES TOWING EQUIPMENT INC., a Delaware corporation ("Miller Towing," and
together with Miller, the "Borrowers"), the Lenders (as defined in the
Agreement) and Bank of America, N.A., d/b/a NationsBank, N.A., successor to
NationsBank, N.A., as Agent for the Lenders ("Agent"). Capitalized terms used
but not otherwise defined herein shall have the respective meanings therefor set
forth in the Agreement. The undersigned, a duly authorized and acting Authorized
Representative, hereby certifies to you as of _____________, 19___ (the
"Determination Date") as follows:
1. Calculations
A. Compliance with Section 9.1(a): Consolidated
Shareholders' Equity
<TABLE>
<CAPTION>
<S> <C>
1. Issued and outstanding share capital $__________
2. Additional paid-in capital plus retained income
(retained deficit to be expressed as a negative) $__________
3. Foreign currency translation (to be expressed as
a negative, if applicable) $__________
4. Non-recurring noncash restructuring charges
[not to exceed $10,000,000] since October 31,
1997 $__________
</TABLE>
Annex I-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
5. Treasury stock $__________
6. Consolidated Shareholders' Equity
(A.1 + A.2 + A.3 + A.4 - A.5) $__________
REQUIRED:
(I) REQUIREMENT FOR PRIOR FISCAL QUARTER; PLUS $___________
----
(II) 50% OF CONSOLIDATED NET INCOME SINCE FIRST
DAY OF CURRENT FISCAL QUARTER; PLUS $___________
----
(III) 100% OF THE NET PROCEEDS OF ANY EQUITY
OFFERING; MINUS $___________
-----
(IV) NET REPURCHASED SHARES (NOT TO EXCEED $10,000,000) $___________
TOTAL: $___________
B. Compliance with Section 9.1(b): Consolidated Funded
Senior Indebtedness to Consolidated EBITDA
1. Consolidated Funded Senior Indebtedness
a. Consolidated Total Funded
Indebtedness $__________
b. Aggregate principal amount of all
Subordinated Debt $__________
TOTAL (a-b) $__________
2. Consolidated EBITDA for such period
a. Consolidated Net Income $__________
b. Consolidated Interest Expense $__________
c. Taxes on income $__________
d. Amortization $__________
e. Depreciation $__________
f. Non-recurring noncash
restructuring charges
(not to exceed $10,000,000) $__________
g. Net gains on the sale, conversion
or other disposition of capital
assets $__________
h. Net gains on the acquisition,
retirement, sale or other
disposition of capital stock and
other securities $__________
i. Net gains on the collection of
proceeds of life insurance
policies $__________
</TABLE>
Annex I-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
j. Write-ups of any assets other than
permitted by FAS 16 $__________
<PAGE>
k. Other extraordinary net gains
or credits $__________
TOTAL ([a + b +c + d + e + f] -
[g + h + i + j + k]) $__________
3. Ratio of B.2 to B.1 ____ to ____
</TABLE>
Required: Line 3 Must Not be More Than the Following
At the Following Times:
Through 1/30/00 4.25 to 1.00
1/31/00 to 4/29/00 4.00 to 1.00
4/31/00 and Thereafter 3.00 to 1.00
C. Compliance with Section 9.1(c): Consolidated Funded
Total Indebtedness to Consolidated EBITDA
<TABLE>
<CAPTION>
<S> <C>
1. Consolidated Funded Total Indebtedness $__________
2. Consolidated EBITDA for such period (see B.2) $__________
3. Ratio of C.2 to C.1 ____ to ____
</TABLE>
Required: Line 3 Must Not be More Than the Following
At the Following Times:
Through 1/31/00 4.25 to 1.00*
2/1/00 and Thereafter 3.50 to 1.00
*provided that, in the event the ratio of Consolidated Funded
Total Indebtedness to Consolidated EBITDA is less than 3.5 to
1.0 for two consecutive fiscal quarters following the fiscal
quarter ended April 30, 1999, then required ratio of 4.25 to
1.00 shall be automatically reduced to 3.5 to 1.0 if requested
by Borrower.
D. Compliance with Section 9.1(d): Consolidated Fixed Charge
Ratio
<TABLE>
<CAPTION>
<S> <C> <C>
1. Consolidated EBITDA for such period (see B.2) $___________
2. Lease, rental and other expenses in connection
with operating leases for such period (to the extent
deducted in arriving at Consolidated EBITDA) $___________
2a. For the fiscal quarter ending July 31, 1999
the amount representing income tax refund
but not to exceed $7,000,000 $___________
Annex I-3
<PAGE>
3. Capital Expenditures for such period $___________
4. Taxes paid or accrued on income for such period $___________
Annex I-4
<PAGE>
5. Consolidated Fixed Charges for such period:
(i) Consolidated Interest
Expense, PLUS $___________
(ii) Lease, rental and other expenses
in connection with operating
leases (to the extent deducted in
arriving at Consolidated EBITDA),
PLUS $___________
(iii) Current maturities of Consolidated
Funded Total Indebtedness, PLUS $___________
(iv) Current maturities of Capital
Leases, PLUS $___________
(v) Payments (contingent, deferred or
otherwise) in respect of Acquisitions
representing any deferred portion
of consideration, PLUS $___________
(vi) Payments in respect of Off Balance
Sheet Liabilities $___________
TOTAL (i + ii + iii + iv + v + vi) $___________
6. D.1 + D.2 + D.2a $___________
7. D.3 + D.4 $___________
8. D.6 - D.7 $___________
9. Ratio of D.8 to D.5 ___ to ___
</TABLE>
Required: Line 9 Must Not be Less Than the Following At the
Following Times:
Through 7/30/99 1.00 to 1.00
7/31/99 to 10/30/99 1.10 to 1.00
10/31/99 to 4/29/00 1.15 to 1.00
4/30/00 and Thereafter 1.25 to 1.00
E. Compliance with Section 9.2: Acquisitions
1. Acquisitions during fiscal quarter, including Cost of
Acquisition
a. Name of Subsidiary: _______ $__________
b. Name of Subsidiary: _______ $__________
c. Name of Subsidiary: _______ $__________
d. Name of Subsidiary: _______ $__________
e. Name of Subsidiary: _______ $__________
f. Name of Subsidiary: _______ $__________
g. Name of Subsidiary: _______ $__________
Annex I-5
<PAGE>
h. Name of Subsidiary: ________ $__________
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
2. Total Cost of Acquisition during fiscal quarter $__________
3. Total Cost of Acquisition during prior fiscal
quarters during such Fiscal year $__________
4. Total Cost of Acquisition during Fiscal Year to date $__________
Required: Cost of Acquisition Not Greater Than
$10,000,000 Per Acquisition or
$50,000,000 in Any Fiscal Year
F. Compliance with Section 9.4(d): Purchase Money Indebtedness
and Capital Lease Obligations
1. Purchase money and Capital Lease obligations $__________
Required: Not More Than $5,000,000 Outstanding
At Any Time
G. Compliance with Section 9.4(e): Guarantees of Trade
Account Indebtedness
1. Guarantees of trade account indebtedness $__________
Required: Not More Than $2,000,000 Outstanding
At Any Time
H. Compliance with Section 9.4(h): Additional Indebtedness
1. Total additional Indebtedness $__________
Required: Not More Than $5,000,000 Outstanding
At Any Time
I. Compliance with Section 9.8: Restricted Payments
1. Repurchases of Common Stock
a. Aggregate cost of Net Repurchased
Shares at end of prior quarter $__________
b. Aggregate cost of shares repurchased
during quarter $__________
c. Aggregate cost of shares reissued
in connection with Permitted
Acquisitions during quarter $__________
Annex I-6
<PAGE>
d. Aggregate cost of Net Repurchased
Shares at end of current quarter
(a + b - c) $__________
Required: Not More Than $10,000,000 in Aggregate
Cost of Net Repurchased Shares At
Any Time
2. Additional Restricted Payments
a. Restricted Payments during fiscal
quarter $__________
b. Restricted Payments during prior
fiscal quarters during such Fiscal
Year $__________
c. Restricted Payments during
Fiscal Year to date $__________
</TABLE>
Required: Restricted Payments Not Greater Than
$3,000,000 During Any Fiscal Year
2. No Default
A. Since __________ (the date of the last similar
certification), (a) the Borrowers have not defaulted in the keeping,
observance, performance or fulfillment of its obligations pursuant to
any of the Loan Documents; and (b) no Default or Event of Default
specified in ARTICLE X of the Agreement has occurred and is continuing.
B. If a Default or Event of Default has occurred since
__________ (the date of the last similar certification), the Borrowers
propose to take the following action with respect to such Default or
Event of Default:
______________________________________________________________________.
(NOTE, if no Default or Event of Default has occurred, insert "Not
Applicable").
The Determination Date is the date of the last required financial
statements submitted to the Lenders in accordance with SECTION 8.1 of the
Agreement.
IN WITNESS WHEREOF, I have executed this Certificate this _____ day of
__________, 19___.
Annex I-7
<PAGE>
By:___________________________
Authorized Representative
Name:_________________________
Title:________________________
