bb/hood  amendment no 6









EX-10.54




 




AMENDMENT NO. 7

AND CONSENT




to




LOAN AND SECURITY

AGREEMENT




dated as of April 16, 1997




THIS AMENDMENT NO. 7 AND

CONSENT dated as of March 22, 2002 (this “Amendment”) is made by SYRATECH

CORPORATION, a Delaware corporation, TOWLE MANUFACTURING COMPANY, a Delaware

corporation, LEONARD FLORENCE ASSOCIATES, INC., a Massachusetts corporation,

WALLACE INTERNATIONAL SILVERSMITHS, INC., a Delaware corporation, RAUCH

INDUSTRIES, INC., a North Carolina corporation, ROCHARD, INC., a New York

corporation, HOLIDAY PRODUCTS, INC., a North Carolina corporation, FARBERWARE

INC., a Delaware corporation, SILVESTRI, INC., a Delaware corporation, each

financial institution identified as a “Lender” and a “New Lender” on the

signature pages hereof and BANK OF AMERICA, N.A., a national banking

association, as administrative agent for the Lenders (the “Administrative

Agent”).




Preliminary

Statements




The Borrowers, certain of

the Lenders, Union Bank of California, N.A. (“UBOC”) and Bank One, N.A. (“Bank

One”), each as a Lender, and the Administrative Agent are parties to the Loan

and Security Agreement dated as of April 16, 1997, as amended by Amendment No.

1 dated as of July 31, 1997, Amendment No. 2 dated as of December 31, 1997,

Amendment No. 3 dated as of March 30, 1998, Amendment No. 4 and Consent dated

as of March 26, 1999, Amendment No. 5 dated as of March 26, 2001 and Amendment

No. 6 dated as of August 13, 2001 (as so amended, the “Loan Agreement”; terms

defined in the Loan Agreement and not otherwise defined herein being used

herein as therein defined).




The Borrowers have agreed

to repay all Loans and other amounts owing under the Loan Agreement to UBOC and

Bank One, UBOC and Bank One has agreed to accept such repayment, the other

Lender parties to the Loan Agreement have agreed that UBOC and Bank One may be

so repaid, the Borrowers have requested and the Lenders (other than UBOC and

Bank One, whose consent is not required) under the Loan Agreement have agreed

that PNC Bank, N.A., Comercia Bank and Congress Financial Corporation

(Southern) (the “New Lenders”) shall become parties to the Loan Agreement, as

amended by this Amendment, as Lenders.




The Borrowers have also

requested that the Administrative Agent and the Lenders (other than UBOC and

Bank One, whose consent is not required) amend certain provisions of the Loan

Agreement and the Lenders and the Administrative Agent have agreed so to amend

the Loan Agreement, all upon and subject to all of the terms, conditions and

provisions hereof.




NOW, THEREFORE, in

consideration of the Loan Agreement, the Loans made by the Lenders and

outstanding thereunder, the mutual promises hereinafter set forth and other

good and valuable consideration the receipt and sufficiency of which are hereby

acknowledged, the parties hereto hereby agree as follows:




 




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Section 1.               Amendment to Loan Agreement.  The Loan Agreement is hereby amended,

subject to the provisions of Section 3 of this Amendment, by:




(a)           amending Section 1.1 Definitions

thereof by:




(i)            amending the definition “Borrowing

Base” in its entirety to read as follows:




                Borrowing Base means, at any time, an amount equal to

the following:




                (a)           80%

(or such lesser percentage as the Administrative Agent may in its reasonable

credit judgment, applying standards customary to institutional asset-based

lenders, determine from time to time following any adverse change in dilution

or other measure of value of the Receivables (or any of them)) of the face

value of Eligible Receivables due and owing at such time, plus




(b)           the least of




(i)          $65,000,000, and




(ii)         60% (or such lesser percentage as the

Administrative Agent may in its reasonable credit judgment, applying standards

customary to institutional asset-based lenders, determine from time to time

following any adverse change in quality, composition, salability or other

measure of value of the Inventory) of the Cost of Eligible Inventory at such

time, and




(iii)        the Inventory Base (as adjusted from

time to time by the Administrative Agent in its reasonable credit judgment), minus




(c)           the sum of (i) the Reimbursement

Obligations of the Borrowers at such time, plus

(ii) the aggregate Letter of Credit Amount of standby Letters of Credit

outstanding at such time, plus (iii)

40% (or such greater or lesser percentage derived by subtracting from 100% the

then applicable advance rate against Eligible Inventory) of the aggregate

Letter of Credit Amount of Inventory Letters of Credit at such time, plus (iv) the aggregate Letter of Credit

amount of Letters of Credit the issuance of which has been authorized by the

Administrative Agent and NationsBank pursuant to Section 3.4(b) but that have not yet been issued, minus




(d)           the Interest Rate Protection Reserve,

the Adjustment Reserve (which shall take effect beginning September 30, 2002 or

such earlier date as the Administrative Agent may in its reasonable credit

judgment select) and such other reserves as the Administrative Agent may

determine from time to time, in the exercise of its reasonable credit judgment,

applying standards customary to institutional asset-based lenders, to be an

appropriate response to an adverse change affecting the value of the

Collateral.




 




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(ii)           amending the definition “Eligible

Assignee” by deleting the figure “$25,000,000,000” the two times it appears

therein and substituting therefor the figure “$20,000,000,000”;




(iii)          amending the definition “Eligible

Receivable”  by (x) amending clause (b)

thereof by deleting the number “240” appearing therein and substituting

therefor the number “180” and (y) deleting the proviso appearing at the end of

clause (e) thereof in its entirety.




(iv)          amending the definition “Principal

Officers” in by deleting the name “E. Merle Randolph” appearing therein and

substituting therefor the names “Gregory W. Hunt” and “Robert Meers”;




(v)           amending the definition “Required

Lenders” by deleting the phrase “in excess of 50%” and substituting therefor

the phrase “at least 66-2/3%”;




(vi)          amending the definition Revolving

Credit Facility” by deleting the figure $130,000,000” appearing therein and

substituting therefor the figure “$110,000,000”;




(vii)         amending the definition “Termination

Date” by deleting the date “April 15, 2002” appearing therein and substituting

therefor the date “April 15, 2003”;




(viii)        deleting the definitions (and other

references to such terms appearing therein and in the other provisions of the

Loan Agreement) “Fixed Charge Coverage,” “Funded Debt,”  “NationsBank,” (substituting “Bank of America”

where each reference to “NationsBank” and “NationsBank, N.A. (South)” appears

therein) and “Total Funded Debt to EBITDA” wherever they appear therein; and




(ix)           adding thereto in the appropriate

alphabetical order the following new definition:




Bank of America means Bank of America, N.A., a national banking

association and successor in interest to NationsBank, N.A. (South).




(c)           amending Section 4.2(c)(i) in its

entirety to read as follows:




(i)            The Borrowers agree to pay to the

Administrative Agent, for the Ratable benefit of the Lenders, Letter of Credit

fees equal to (A) the greater of $125 or 1/4 of 1% on the face amount of each

commercial or documentary Letter of Credit and (B) 3.75% on the average daily

aggregate Letter of Credit Amount of all standby Letters of Credit from time to

time outstanding during the term of this Agreement.  Such fees shall be payable to the Administrative Agent for the

Ratable benefit of the Lenders (x) as to commercial or documentary Letters of

Credit, on the date of the first drawing thereunder or if the Letter of Credit

expires undrawn, on the date of expiration and (y) as to standby Letters of

Credit, monthly in arrears on the first day of each month, and all such fees

shall be calculated based on a year of 360 days and the actual number of days

in the stated term thereof.




 




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(d)           amending Section 4.7(c) Delegation

of Authority to Agent by deleting the phrase “30th Business Day” appearing

therein and substituting therefor the phrase “5th Business Day”;




(e)           amending Section 4.8(d) Allocation

of Payments from Borrowers by (x) deleting each reference to “Section

4.8(e)” wherever it appears therein and substituting therefor a reference to

“Section 4.8(d)” and (y) deleting clauses (iv) through (vii) thereof in their

entireties and substituting therefor the following new clauses (iv) through

(ix):




“(iv) fourth, to the Lenders for any indemnified

amount that they have paid to the Administrative Agent and for any expense that

they have reimbursed to the Administrative Agent, together with interest

accrued thereon, (v) fifth, to the Administrative Agent to pay any fees due and

payable to the Administrative Agent under this Agreement, (vi) sixth, to the

Lenders to pay any fees due and payable to the Lenders under this Agreement,

(vii) seventh, to the Lenders in payment of (A) the unpaid principal and

accrued interest in respect of the Loans and (B) reimbursement and other

obligations arising under Letter of Credit Documents or otherwise relating to

Letters of Credit, to be shared among the Lenders on a Ratable basis or on such

other basis as may be agreed upon in writing by all of the Lenders (which

agreement or agreements may be entered into without notice to or the consent or

approval of the Borrowers); (viii) eighth, to the applicable Lenders in payment

of any other Secured Obligations then outstanding and held by any Lender on a pro rata basis

according to such other Secured Obligations then owing to such Lender expressed

as a percentage of such other Secured Obligations then owing to all Lenders or

on such other basis as may be agreed upon in writing by all of the Lenders

affected by the application of this clause (vii) (which agreement or agreements

may be entered into without notice to or the consent or approval of the

Borrowers); and (ix) ninth, to the holders of the Secured Obligations who are

not Lenders on a pro rata basis.”




(f)            amending Section 11.1 Financial

Ratios in its entirety to read as follows:




Section 11.1           Minimum

EBITDA.  Permit EBITDA for the

period of four consecutive Fiscal Quarters ending (i) March 31, 2002, to be

less than $14,880,000, (ii) June 30, 2002, to be less than $13,526,000, (iii)

September 30, 2002, to be less than $15,403,000, and (iv) December 31, 2002 and

on the last day of any Fiscal Quarter ending thereafter, to be less than

$19,202,000.




 




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(g)           amending Section

11.5 Capital Expenditures in its entirety to read as follows:




                Section 11.5           Capital Expenditures. Make or

incur any Capital Expenditures; provided, however, that the Borrowers

may make or incur Capital Expenditures in an aggregate amount not to exceed

$5,000,000 in any Fiscal Year.




(h)           amending Section

12.1(n) in its entirety to read as follows:




(n)             Change

in Chairman or Principal Officers. 

(i) Leonard Florence shall cease to be the Chairman of the Board of

Directors of Syratech, or (ii) either of Robert Meers or Gregory W. Hunt shall

cease to be actively involved in the management of the Borrowers in substantially

his present capacity, and a replacement for him, satisfactory in their

reasonable judgment to the Required Lenders, shall not have been appointed or

elected within 90 days thereafter.




(i)            amending Section 12.3(b) by deleting

the phrase “in any order which the Administrative Agent may elect” appearing

therein and substituting therefor the phrase “ in accordance with the

provisions of Section 4.8(d)”;




(j)            amending Section 15.1(b) Addresses

for Notices in its entirety to read as follows:




(b)           Addresses

for Notices.  Notices to any party

shall be sent to it at the following addresses, or any other address of which

all the other parties are notified in writing.








	

  If to the Borrowers:


  	

   


  	

  Syratech Corporation


  
	

   


  	

   


  	

  175 McClellan Highway


  
	

   


  	

   


  	

  East Boston, Massachusetts 02128


  
	

   


  	

   


  	

  Attention: 

  Gregory W. Hunt


  
	

   


  	

   


  	

  Facsimile No.: (617) 568-8178


  
	

   


  	

   


  	

   


  
	

  With copies to:


  	

   


  	

  Faye A. Florence, Esq.


  
	

   


  	

   


  	

  Secretary and General Counsel


  
	

   


  	

   


  	

  Syratech Corporation


  
	

   


  	

   


  	

  175 McClellan Highway


  
	

   


  	

   


  	

  East Boston, Massachusetts 02128


  
	

   


  	

   


  	

  Facsimile No.: (617) 568-8178


  
	

   


  	

   


  	

   


  
	

  If to the Administrative Agent:


  	

   


  	

  Bank of America, N.A.


  
	

   


  	

   


  	

  600 Peachtree Street, N.E.


  
	

   


  	

   


  	

  5th Floor


  
	

   


  	

   


  	

  Atlanta, Georgia 30308


  
	

   


  	

   


  	

  Attention: Andrew A. Doherty


  
	

   


  	

   


  	

  Facsimile No. (404) 607-6439


  
	

   


  	

   


  	

   


  
	

  With a copy to:


  	

   


  	

  Hunton & Williams


  
	

   


  	

   


  	

  600 Peachtree Street, N.E.


  
	

   


  	

   


  	

  Suite 4100


  
	

   


  	

   


  	

  Atlanta, Georgia 30308


  
	

   


  	

   


  	

  Attention: Dana Kull, Esq.


  
	

   


  	

   


  	

  Facsimile No. (404) 888-4190


  
	

   


  	

   


  	

   


  
	

  If to any Lender:


  	

   


  	

  At such Lender’s address appearing on the


  
	

   


  	

   


  	

  signature pages hereof or on the signature pages to

  any 


  
	

   


  	

   


  	

  agreement pursuant to which any Person becomes a 


  
	

   


  	

   


  	

  Lender


  
	

   


  	

   


  	

   


  










 




 




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(k)           amending Section 15.2 Expenses

by inserting immediately after the name “Administrative Agent” appearing in the

preamble thereof, the parenthetical phrase “(and, as to subsections (g) and (h),

the Administrative Agent and the Lenders)”;




(l)            amending Section 15.9 Amendments

by (w) redesignating subsections (a), (b) and (c) thereof as subsections (b),

(c) and (d), respectively, (x) redesignating the first grammatical paragraph

thereof as subsection (a) thereof, (y) deleting the reference to “Section

15.9(c)” appearing in the newly redesignated subsection (a) and substituting

therefor a reference to “Section 15.9(d)” and (z) deleting the reference to

“Section 4.8(e)” appearing in clause (iv) of the newly redesignated subsection

(b) and substituting therefor a reference to “Section 4.8(d)”;




(m)          amending Annex A - Commitments to the

Loan Agreement by deleting said Annex A in its entirety and substituting

therefor a new Annex A in the form of Exhibit A hereto; and




(n)           amending the cover page to the Loan

Agreement by replacing the figure “$130,000,000” appearing thereon and

substituting therefor the figure “$110,000,000”.




Section 2.               Consent and Agreement of

Lenders and New Lenders.  Subject to

the provisions of Section 3, (a) the Lenders hereby (i) consent to the

non-ratable repayment by the Borrowers to UBOC and Bank One of all amounts

owing to UBOC and Bank One, respectively, under the Loan Agreement as set forth

on Exhibit B hereto and (ii) agree that on the Amendment Effective Date (as

hereinafter defined) the New Lenders shall become parties to this Agreement as

Lenders and (b) the Lenders and the New Lenders hereby agree that they will

make to the Administrative Agent for the account of the other Lenders (or

accept from the Administrative Agent) such payments as are set forth on Exhibit

B and are required to result in Loans from each Lender and New Lender to the

Borrowers being outstanding ratably in accordance with their respective

Commitments as reflected on Annex A to the Loan Agreement, as amended by this

Amendment.




Section 3.               Effectiveness

of Amendment.  Sections 1 and 2 of

this Amendment shall become effective as of the date hereof on the first date

(the “Amendment Effective Date”) on which the Administrative Agent shall have

received (a) from the Borrowers, a fee in the amount of $550,000 in

consideration of the amendments effected hereby, to be shared ratably among the

Lenders (other than UBOC and Bank One) and the New Lenders in accordance with

their respective Commitments as reflected on Annex A to the Loan Agreement, as

amended by this Amendment, which fee shall be fully earned when paid and not be

subject to refund or rebate whatsoever, (b) from each Lender and New Lender

required to make a payment to the Administrative Agent pursuant to Section 2(b)

hereof, the amount of such payment in immediately available funds, and (c) each

of the following, in form and substance satisfactory to the Administrative

Agent:




 




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(i)            eight copies of this Amendment duly

executed and delivered by the Borrowers, the Lenders (other than UBOC and Bank

One), the New Lenders and the Administrative Agent and acknowledged by each of

UBOC and Bank One;




(ii)           a certificate of the secretary or

other Authorized Officer of each of the Borrowers having attached thereto the

organizational documents of such Borrower as in effect on the Amendment

Effective Date (or containing the certification of such secretary or Authorized

Officer that no amendment or modification of such organizational documents has

become effective since the last date on which such organizational documents

were delivered to the Administrative Agent pursuant to the Loan Agreement), all

corporate action, including shareholders’ approval, if necessary, taken by such

Borrower and/or its shareholders members to authorize the execution, delivery

and performance of this Amendment, and to the further effect that the

incumbency certificate last delivered to the Lenders under the Loan Agreement

remains in effect, unchanged;




(iii)          a certificate of an Authorized Officer

of Syratech stating that, to the best of his knowledge and based on an

examination reasonably believed by him to be sufficient to enable him to make

an informed statement, both before and after giving effect to this Amendment,




(A)          all of the representations and

warranties made or deemed to be made under the Loan Agreement are true and

correct as of the date hereof, and




(B)           no Default or Event of Default has

occurred and is continuing as of the date hereof,




and the

Administrative Agent shall be satisfied as to the truth and accuracy thereof;




(iv)          Revolving Credit Notes payable to the

order of each Lender (other than UBOC and Bank One) and New Lender in the

amount of such Lender’s and New Lender’s Commitment, duly executed and

delivered by the Borrowers; and




(v)           such other documents and instruments

as any Lender, acting through the Administrative Agent, may reasonably request.




                Section 4.               Miscellaneous.  Notwithstanding anything to the contrary in

the Loan Agreement, the Borrowers agree and acknowledge that, from and after

the Amendment Effective Date, they will not, nor will they permit any

Subsidiary to, directly or indirectly, in each case without the consent of the

Required Lenders, consummate any of the transactions described in (i) the

proviso appearing at the end of Section 11.4 of the Loan Agreement and (ii)

Section 11.6(e) of the Loan Agreement.




 




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Section 5.               Representations and Warranties.  Each of the Borrowers hereby makes the

following representations and warranties to the Administrative Agent and to

each Lender and New Lender, which representations and warranties shall survive

the delivery of this Amendment and the making of additional Loans under the

Loan Agreement as amended hereby:




(a)           Authorization of Agreements.  Such Borrower has the right and power, and

has taken all necessary action to authorize it, to execute, deliver and perform

this Amendment and each other instrument and agreement contemplated hereby to

which it is a party in accordance with their respective terms.  This Amendment and each other instrument and

agreement contemplated hereby to which it is a party have been duly executed

and delivered by the Authorized Officers of such Borrower and each is, or each

when executed and delivered in accordance with this Amendment will be, a legal,

valid and binding obligation of such Borrower, enforceable in accordance with

its terms.




(b)           Compliance of Agreements with Laws.  The execution, delivery and performance of

this Amendment and each other instrument and agreement contemplated hereby to

which such Borrower is a party in accordance with their respective terms do not

and will not, by the passage of time, the giving of notice or otherwise,




(i)            require any Governmental Approval or

violate any Applicable Law relating to such Borrower or any Subsidiary of such

Borrower,




(ii)           conflict with, result in a breach of

or constitute a default under (A) the organizational documents of such Borrower

or any of its Subsidiaries, (B) any indenture, agreement or other instrument to

which such Borrower or any of its Subsidiaries is a party or by which any of

its property may be bound or (C) any Governmental Approval relating to such

Borrower or any of its Subsidiaries, or




(iii)          result in or require the creation or

imposition of any Lien upon or with respect to any property now owned or

hereafter acquired by such Borrower or any of its Subsidiaries.




Section 6.               Expenses.  The Borrowers agree to pay or reimburse on

demand all costs and expenses, including, without limitation, reasonable fees

and disbursements of counsel, incurred by the Administrative Agent in connection

with the negotiation, preparation, execution and delivery of this Amendment.




Section 7.               Effect of Amendment.  (a)   From

and after the Amendment Effective Date, all references in the Loan Agreement

and in any other Loan Document to “this Agreement,” “the Loan Agreement,”

“hereunder,” “hereof” and words of like import referring to the Loan Agreement,

shall mean and be references to the Loan Agreement as amended by this

Amendment.  Except as expressly amended

hereby, the Loan Agreement and all terms, conditions and provisions thereof

remain in full force and effect and are hereby ratified and confirmed.  The execution, delivery and effectiveness of

this Amendment shall not, except as expressly provided herein, operate as a

waiver of any right, power or remedy of the Lender under any of the Loan

Documents, nor constitute a waiver of any provision of any of the Loan

Documents.




 




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(b)           From and after the Administrative

Agent’s disbursement to UBOC and Bank One and the other Lenders of any amounts

payable to them as shown on Exhibit B on the Amendment Effective Date, neither

UBOC and Bank One shall be a party to the Loan Agreement as amended hereby and

neither shall have any further rights or obligations thereunder or under any

Note issued to it or under any other Loan Documents (except as otherwise

expressly provided in Section 15.13 of the Loan Agreement as amended hereby)

and each New Lender shall be a “Lender” for all purposes of the Loan Agreement

as amended hereby and, by its execution and delivery hereof, each New Lender

agrees to be bound by the provisions of the Loan Agreement as amended by this

Amendment and to observe and perform its obligations thereunder.




Section 8.               Counterpart Execution;

Governing Law.




(a)           Execution in Counterparts.  This Amendment may be executed in any number

of counterparts and by different parties hereto in separate counterparts, each

of which when so executed and delivered shall be deemed to be an original and

all of which taken together shall constitute but one and the same

agreement.  Delivery of an executed

signature page of any party hereto by facsimile transmission shall be effective

as delivery of a manually executed counterpart thereof.




(b)           Governing Law.  This Amendment shall be governed by and

construed in accordance with the laws of the State of Georgia without giving

effect to the conflicts of laws principles thereof.




 




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IN WITNESS

WHEREOF, the parties hereto have caused this Amendment to be executed by their

duly authorized officers in several counterparts all as of the day and year

first written above.




BORROWERS:








	

   


  	

  SYRATECH CORPORATION


  
	

   


  	

   


  
	

  By: 


  	

  /s/Gregory W. Hunt


  
	

   


  	

  Name: Gregory W. Hunt


  
	

   


  	

  Title: Senior Vice President, Chief Financial

  Officer and Treasurer


  










 




 








	

   


  	

  TOWLE MANUFACTURING COMPANY


  
	

   


  	

   


  
	

  By: 


  	

  /s/Gregory W. Hunt


  
	

   


  	

  Name: Gregory W. Hunt


  
	

   


  	

  Title: Senior Vice President, Chief Financial

  Officer and Treasurer


  










 




 








	

   


  	

  LEONARD FLORENCE ASSOCIATES, INC.


  
	

   


  	

   


  
	

  By: 


  	

  /s/Gregory W. Hunt


  
	

   


  	

  Name: Gregory W. Hunt


  
	

   


  	

  Title: Senior Vice President, Chief Financial

  Officer and Treasurer


  










 




 








	

   


  	

  WALLACE INTERNATIONAL SILVERSMITHS, INC.


  
	

   


  	

   


  
	

  By: 


  	

  /s/Gregory W. Hunt


  
	

   


  	

  Name: Gregory W. Hunt


  
	

   


  	

  Title: Senior Vice President, Chief Financial

  Officer and Treasurer


  










 




 








	

   


  	

  RAUCH INDUSTRIES, INC.


  
	

   


  	

   


  
	

  By: 


  	

  /s/Gregory W. Hunt


  
	

   


  	

  Name: Gregory W. Hunt


  
	

   


  	

  Title: Senior Vice President, Chief Financial

  Officer and Treasurer


  










 




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  HOLIDAY PRODUCTS, INC.


  
	

   


  	

   


  
	

  By: 


  	

  /s/Gregory W. Hunt


  
	

   


  	

  Name: Gregory W. Hunt


  
	

   


  	

  Title: Senior Vice President, Chief Financial

  Officer and Treasurer


  










 




 








	

   


  	

  ROCHARD, INC.


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Faye A. Florence


  
	

   


  	

  Name: Faye A. Florence


  
	

   


  	

  Title: Vice President, General Counsel and Secretary


  










 




 








	

   


  	

  FARBERWARE INC.


  
	

   


  	

   


  
	

  By: 


  	

  /s/Gregory W. Hunt


  
	

   


  	

  Name: Gregory W. Hunt


  
	

   


  	

  Title: Senior Vice President, Chief Financial

  Officer and Treasurer


  










 




 








	

   


  	

  SILVESTRI, INC.


  
	

   


  	

   


  
	

  By: 


  	

  /s/Gregory W. Hunt


  
	

   


  	

  Name: Gregory W. Hunt


  
	

   


  	

  Title: Senior Vice President, Chief Financial

  Officer and Treasurer


  










 




 




 




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  ADMINISTRATIVE AGENT:


  
	

   


  	

   


  
	

   


  	

  BANK OF AMERICA, N.A.


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Andrew A. Doherty


  
	

   


  	

  Andrew A. Doherty


  
	

    


  	

  Vice President


  










 




 








	

   


  	

  LENDERS:


  
	

   


  	

   


  
	

   


  	

  BANK OF AMERICA, N.A.


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Andrew A. Doherty


  
	

   


  	

  Andrew A. Doherty


  
	

   


  	

  Vice President


  










 




 








	

   


  	

  FLEET CAPITAL CORPORATION:


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Matthew T. O’Keefe


  
	

   


  	

  Name: Matthew T. O’Keefe


  
	

   


  	

  Title: Senior Vice President


  










 




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  NEW LENDERS:


  
	

   


  	

   


  
	

   


  	

  COMERICA BANK


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Stephen E.

  Altneu


  
	

   


  	

  Stephen E.

  Altneu


  
	

   


  	

  Vice President


  










 




 








	

   


  	

  NEW LENDERS:


  
	

   


  	

   


  
	

   


  	

  PNC BANK, N.A.


  
	

   


  	

   


  
	

  By: 


  	

  /s/ J. Michael

  Smith


  
	

   


  	

  J. Michael Smith


  
	

   


  	

  Vice President


  










 




 








	

   


  	

   


  
	

   


  	

  CONGRESS FINANCIAL

  CORPORATION


  
	

   


  	

  (SOUTHERN)


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Susan L.

  Miller


  
	

   


  	

  Susan L. Miller


  
	

    


  	

  First Vice President


  










 




13





























Acknowledgment of UBOC




 




The

undersigned, UBOC, acknowledges receipt of the foregoing Amendment No. 7 and

Consent, confirms that the information as to it set forth on Exhibit B hereto

is correct and complete, and that from and after receipt by UBOC of the amount

set forth opposite the heading “Total Payoff Amount to UBOC” reflected on

Exhibit B, it shall have no further rights or obligations under the Loan

Agreement (except to the extent expressly provided in Section 15.13 of the Loan

Agreement).




IN

WITNESS WHEREOF, UBOC has caused this Acknowledgment to be executed and

delivered by its duly authorized officers as of the date first written above.




 








	

   


  	

  UNION BANK OF CALIFORNIA, N.A.


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Greg F.

  Ennis


  
	

   


  	

  Name: Greg F.

  Ennis


  
	

   


  	

  Title: Vice President


  










 




14





























Acknowledgment of Bank One




 




The

undersigned, Bank One, acknowledges receipt of the foregoing Amendment No. 7

and Consent, confirms that the information as to it set forth on Exhibit B

hereto is correct and complete, and that from and after receipt by Bank One of

the amount set forth opposite the heading “Total Payoff Amount to Bank One”

reflected on Exhibit B, it shall have no further rights or obligations under

the Loan Agreement (except to the extent expressly provided in Section 15.13 of

the Loan Agreement).




IN

WITNESS WHEREOF, Bank One has caused this Acknowledgment to be executed and

delivered by its duly authorized officers as of the date first written above.




 








	

   


  	

  BANK ONE, N.A


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Peter Flory


  
	

   


  	

  Name: Peter

  Flory


  
	

   


  	

  Title: Assistant Vice

  President


  










 




 




15





























Exhibit A


to Amendment No. 7




 




 




ANNEX A




COMMITMENTS




 




 




	

  Lender


  	

   


  	

  Commitment


  	

   


  	

  Commitment

  Percentage


  	

   


  
	

  Bank of America,

  N.A.


  	

   


  	

  $


  	

  35,000,000


  	

   


  	

  31.818


  	

  %


  
	

  Fleet Capital

  Corporation


  	

   


  	

  $


  	

  35,000,000


  	

   


  	

  31.818


  	

  %


  
	

  Congress

  Financial Corporation (Southern)


  	

   


  	

  $


  	

  20,000,000


  	

   


  	

  18.182


  	

  %


  
	

  Comerica

  Business Credit


  	

   


  	

  $


  	

  10,000,000


  	

   


  	

  9.091


  	

  %


  
	

  PNC Bank, N.A.


  	

   


  	

  $


  	

  10,000,000


  	

   


  	

  9.091


  	

  %


  
	

  TOTAL


  	

   


  	

  $


  	

  110,000,000.00


  	

   


  	

  100.000


  	

  %


  





 




16





























Exhibit B




to Amendment No. 7




NET

PAYMENTS 




	

  Payment to UBOC:


  	

   


  	

   


  	

   


  
	

  Principal

  Balance of Loans (as of 3/22/02)


  	

   


  	

  $


  	

  658,385.88


  	

   


  
	

  Accrued Interest

  on Loans (to 3/22/02)


  	

   


  	

  $


  	

  2,965.16


  	

   


  
	

  Letter of Credit

  Fees (to 3/22/02)


  	

   


  	

  $


  	

  333.49


  	

   


  
	

  Unused

  Commitment Fees (to 3/22/02)


  	

   


  	

  $


  	

  4,669.21


  	

   


  
	

  Total Payoff

  Amount to UBOC (as of 3/22/02)


  	

   


  	

  $


  	

  666,353.74


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Payment to Bank

  One:


  	

   


  	

   


  	

   


  
	

  Principal

  Balance of Loans (as of 3/22/02)


  	

   


  	

  $


  	

  658,385.88


  	

   


  
	

  Accrued Interest

  on Loans (to 3/22/02)


  	

   


  	

  $


  	

  2,965.16


  	

   


  
	

  Letter of Credit

  Fees (to 3/22/02)


  	

   


  	

  $


  	

  333.49


  	

   


  
	

  Unused

  Commitment Fees (to 3/22/02)


  	

   


  	

  $


  	

  4,669.21


  	

   


  
	

  Total Payoff

  Amount to Bank One (as of 3/22/02)


  	

   


  	

  $


  	

  666,353.74


  	

   


  





 




17





























Net payments from (to) other Lenders and New Lenders

on March 22, 2002:




	

  Bank of America,

  N.A.


  	

   


  	

  $


  	

  (2,310,362.51


  	

  )


  
	

  Fleet Capital

  Corporation


  	

   


  	

  $


  	

  129,157.15


  	

   


  
	

  Comerica

  Business Credit


  	

   


  	

  $


  	

  545,301.34


  	

   


  
	

  Congress

  Financial Corporation (Southern)


  	

   


  	

  $


  	

  1,090,602.68


  	

   


  
	

  PNC Bank, N.A.


  	

   


  	

  $


  	

  545,301.34


  	

   


  
						





 




 




18