Exhibit 10.5.13


 


AMENDMENT
NO. 1


TO


AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT


 


                AMENDMENT
NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Amendment No. 1”),
dated as of March 11, 2003, by and among Congress Financial Corporation, as
agent (in such capacity, “Agent”) for itself and the financial institutions
from time to time party to the Loan Agreement (as hereinafter defined), as
lenders (collectively, together with Agent, “Lenders”), The CIT Group/Business
Credit, Inc., as co-agent (in such capacity, “Co-Agent”), The Doe Run Resources
Corporation (“Doe Run”), The Buick Resource Recycling Facility LLC (“Buick
Smelting”), Fabricated Products, Inc., (“Fabricated Products”, and together
with the Doe Run and Buick Smelting, each individually a “Borrower” and
collectively, “Borrowers”) and DR Land Holdings, LLC (“Guarantor”).


 


W  I  T
N  E  S  S  E  T  H :


 


                WHEREAS, Agent,
Co-Agent, Lenders, Borrowers and Guarantor have entered into financing
arrangements pursuant to which Agent and Lenders have made and may make loans
and advances to Borrowers as set forth in the Amended and Restated Loan and
Security Agreement, dated October 29, 2002, by and among Agent, Co-Agent,
Lenders, Borrowers and Guarantor (as the same now exists or may hereafter be
amended, modified, supple­mented, extended, renewed, restated or replaced, the
“Loan Agreement”) and other agreements, documents and instruments referred to
therein or at any time executed and/or delivered in connection therewith or
related thereto (all of the foregoing, together with the Loan Agreement, as the
same now exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced, being collectively referred to herein as the
“Financing Agreements”);


 


                WHEREAS, Borrowers
have requested certain amendments to the Loan Agreement and a waiver of certain
Events of Default;


 


                WHEREAS, Agent,
Co-Agent and Lenders are willing to agree to such amendments and grant such
waivers, subject to the terms and conditions herein; and


 


                WHEREAS, by this
Amendment No. 1, Agent, Lenders, Borrowers and Guarantor desire and intend to
evidence such amendments and waiver.


 


                NOW THEREFORE, in
consideration of the foregoing and the mutual agreements and covenants
contained herein, the parties hereto agree as follows:


 


1

















 


1.           Definitions.


 


 


(a)             Additional Definitions.


 


(i)             “Amendment No. 1”
shall mean this Amendment No. 1, as it now exists or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, and the Loan
Agreement and the other Financing Agreements are hereby amended to include such
definition.


 


(ii)            “Effective Date”
shall have the meaning set forth in Section 7 hereof.


 


(b)             Amendments to
Definitions.


 


(i)             All references to
the term “Financing Agreements” in the Loan Agreement and in any of the other
Financing Agreements shall be deemed to include, in addition and not in
limitation, this Amendment No. 1.


 


(ii)            All references to
the term “reserves” in the Loan Agreement and in any of the other Financing
Agreements shall be deemed to include, in addition and not in limitation, the
Special Judgment Reserve.


 


(c)             Interpretation.  For purposes of this Amendment No. 1, unless
otherwise defined herein, all terms used herein, including, but not limited to,
those terms used and/or defined in the recitals above, shall have the
respective meanings assigned to such terms in the Loan Agreement.


 


2.           Amendment.


 


(a)             Section 7.10 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:


 


        “7.10  Consolidated Net Worth .  Doe Run shall, at all times, maintain
Consolidated Net Worth of not less than the amount set forth below for the
period indicated:


 




	
  Period

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a) Through and including January 31, 2003

  	
   

  	
  ($105,000,000

  	
  )

  
	
  (b) From February 1, 2003 through and  including April 30, 2003

  	
   

  	
  ($109,000,000

  	
  )

  
	
  (c) From May 1, 2003 through and including July 31, 2003

  	
   

  	
  ($113,000,000

  	
  )

  






 


2

















 




	
  Period

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (d) From August 1, 2003 through and including October 31, 2003

  	
   

  	
  ($109,000,000

  	
  )

  
	
  (e) From November 1, 2003 through and including January 31, 2004

  	
   

  	
  ($109,000,000

  	
  )

  
	
  (f) From February 1, 2004 through and including April 30, 2004

  	
   

  	
  ($110,000,000

  	
  )

  
	
  (g) From May 1, 2004 through and including July 31, 2004

  	
   

  	
  ($109,000,000

  	
  )

  
	
  (h) From August 1, 2004 through and including October 31, 2004

  	
   

  	
  ($103,000,000

  	
  )

  
	
  (i) From November 1, 2004 through and including January 31, 2005

  	
   

  	
  ($102,000,000

  	
  )

  
	
  (j) From February 1, 2005 through and including April 30, 2005

  	
   

  	
  ($101,000,000

  	
  )

  
	
  (k) From May 1, 2005 through and including July 31, 2005

  	
   

  	
  ($97,000,000

  	
  )

  
	
  (l) From August 1, 2005 through and including October 31, 2005

  	
   

  	
  ($88,500,000

  	
  )

  






 


The parentheticals above indicate that the number is negative.”


 


(b)             Financial
Statements and Other Information. 
Notwithstanding anything to the contrary contained in Section
7.19(a)(ii) of the Loan Agreement, Borrowers shall deliver to Agent and Lenders
the unaudited consolidated and consolidating financial statements of Borrowers
and their Subsidiaries for the fiscal quarter ended January 31, 2003 only, as
described in and required under Section 7.19(a)(ii) of the Loan Agreement, by
no later than April 30, 2003. Except as Agent may otherwise expressly agree in
writing, if Borrowers fails to deliver to Agent and Lenders such financial
statements on or before April 30, 2003, it is understood and agreed that such
failure shall constitute an Event of Default and shall permit Agent to exercise
its rights and remedies in accordance with the terms of the Loan Agreement with
respect to such Event of Default immediately on May 1, 2003 without any further
notice or passage of time. All other financial statements and other information
required to be delivered to Agent and Lenders under Section 7.19 of the Loan
Agreement shall be delivered to Agent and Lenders in accordance with the terms
set forth therein except as Agent  may
expressly agree in writing.


 


 


3

















 


3.           Waiver.


 


(a)            Subject to the
terms and conditions contained herein, Agent and Lenders hereby waive as of the
Effective Date, the Event of Default arising under Section 8.1(d) of the Loan
Agreement as a result of the entry of a judgment on January 13, 2003, against
Fabricated Products in the amount of $4,347,014.48 (the “Judgment”) in the
Missouri Circuit Court Twenty-Second Judicial Circuit (St. Louis City) (the
“Court”) in the case known as Taracorp Industries, Inc. v. Fabricated
Products, Inc. and Midco Industries, Inc., Cause No. 002-00769, Division 19
(the “Existing Judgment Default”); provided, that, such waiver
shall automatically and without further action by the parties hereto be deemed
rescinded and terminated upon the earliest to occur of the following:  the Judgment is rendered final pursuant to
law of the State of Missouri or any other jurisdiction and Taracorp Industries,
Inc. (or its successors or assigns or any party acting on its behalf or
subrogated to any of its rights, collectively, “Taracorp”) takes any of the
actions described in Section (ii) hereof, or 
(ii) a writ of execution or an order or decree of similar effect is
issued by any court, or a bond or other security is posted in order to obtain
such a writ, order or decree, or the Judgment is presented for execution or any
action is taken to levy or foreclose on any assets of any Borrower or to
enforce any lien with respect to any assets of any Borrower pursuant to the
Judgment, or  (ii) any Borrower or
Guarantor fails to comply with Section 6(d) of this Amendment No. 1, or  (iv) the occurrence of any Event of Default
or any act, condition or event which with notice or passage of time or both
would constitute an Event of Default exists or has occurred and is continuing
(including, but not limited to, any Event of Default arising under Section
8.1(k) of the Loan Agreement as a result of an “Event of Default” under the
Term Loan Documents in any way relating to the Judgment). Except as Agent and
Lenders may otherwise expressly agree in writing, it is understood and agreed
that the effect of such recission and termination shall be to permit Agent and
Lenders to exercise their rights and remedies in accordance with the terms of
the Loan Agreement with respect to the Existing Judgment Default immediately
upon the happening of any of the events listed in subsections (i), (ii), (iii)
and (iv) hereof without any further notice or passage of time.


 


(b)            Subject to the
terms and conditions contained herein, Agent and Lenders hereby waive as of the
Effective Date, the Event of Default arising under Section 8.1(b) of the Loan
Agreement as a result of the failure of Borrowers to deliver to Agent and
Lenders the financial statements of Borrowers and their Subsidiaries described
in Section 7.19(a)(i) for the fiscal year ended October 31, 2002, together with
a report thereon unqualified as to scope of the independent certified public
accountants of Borrowers as required under Section 7.19(a)(i) of the Loan
Agreement, within ninety (90) days after the end of such fiscal year (the
“Existing Financial Statement Default”); provided, that, Agent
and Lenders shall have received such financial statements of Borrowers and
their Subsidiaries (including for this purpose, Doe Run Cayman and its
Subsidiaries), together with such certificate of independent certified public
accountants, all in form and substance satisfactory to Agent, on or before
March 28, 2003. Except as Agent may otherwise expressly agree in writing, such
waiver shall automatically and without further action by the parties hereto be
deemed rescinded and terminated and of no force and effect with respect to the
Existing Financial Statement Default any time after March 28, 2003, if
Borrowers fails to deliver to Agent and Lenders, such financial statements and
report on or before March 28, 2003, it being understood and agreed that the
effect of such recission and termination shall be to permit 


 


 


4

















 


Agent to exercise its rights and remedies in accordance with the terms
of the Loan Agreement with respect to the Existing Financial Statement Default
immediately on March 29, 2003 without any further notice or passage of time.


 


(c)            Subject to the
terms and conditions set forth herein, Agent and Lenders hereby waive, through
the Effective Date, the Event of Default under Section 8.1(b) of the Loan
Agreement arising prior to the Effective Date as a result of the failure of Doe
Run to maintain the minimum Consolidated Net Worth required by Section 7.10 of
the Loan Agreement during the period from October 29, 2002 through the
Effective Date.


 


(d)             Agent and Lenders have not waived and are
not by this agreement waiving, and have no present intention of waiving, any
other Events of Default, which may have occurred prior to the date hereof, or
may be continuing on the date hereof or any Event of Default which may occur
after the date hereof, other than the Events of Default listed in Sections
3(a), 3(b) and 3(c) hereof (collectively, “Existing Defaults”), whether the
same or similar to the Existing Defaults or otherwise.  Agent and Lenders reserve the right, in
their discretion, to exercise any or all of its or their rights and remedies
arising under the Financing Agreements applicable or otherwise, as a result of
any other Events of Default which may have occurred prior to the date hereof,
or are continuing on the date hereof, or any Event of Default which may occur
after the date hereof (other than the Existing Defaults except as set forth in
Sections 3(a) and (b) above), whether the same or similar to the Event of
Default described above or otherwise, including the Existing Judgment Default
the Existing Financial Statement Default upon or after the recission and
termination of the waivers provided for above in Sections 3(a) and 3(b) above.
Nothing contained herein shall be construed as a waiver of the failure of
Borrowers to comply with the terms of the Loan Agreement and the other
Financing Agreements after such time.


 


4.           Special Judgment Reserve.  In addition to any other rights of Agent
under this Amendment No. 1, the Loan Agreement or the other Financing
Agreements with respect to the establishment of reserves or otherwise, and in
addition to any other reserves at any time established by Agent, Agent shall, at
any time on or after the date that the Judgment is rendered final pursuant to
the laws of the State of Missouri or any other jurisdiction, establish a
reserve reducing the amount of Borrowing Base Loans otherwise available to
Borrowers in an amount up to the amount of such Judgment and such amount may be
increased and decreased from time to time at Agent’s option without any further
notice to Borrowers (the “Special Judgment Reserve”). Furthermore, Agent may,
at any time after the date that the Judgment is rendered final pursuant to the
laws of the State of Missouri or any other jurisdiction, pay or bond on appeal
the Judgment (irrespective of the amount of said judgment or the time elapsed
since entry thereof), and charge Borrowers’ account(s) therefor, such amounts
to be repayable by such Borrowers on demand, together with interest thereon at
the highest rate of interest payable hereunder; provided, however,
Agent shall be under no obligation to effect such cure, payment or bonding and
shall not, by making any payment for Borrowers’ account(s), be deemed to have
assumed any obligation or liability of Borrowers.


 


5.           Amendment Fee.  In consideration of this Amendment No. 1,
Borrowers shall pay to Agent (for the account of Lenders based upon their Pro
Rata Shares), an amendment fee of 


 


 


5

















 


$75,000, which amount is fully earned and payable and may be charged
directly to Borrowers’ loan accounts maintained by Agent as follows:


 


(a)             $37,500 of such amount shall be earned and
paid to Agent (for the account of Lenders based upon their Pro Rata Shares) on
the date hereof; and


 


(b)             $37,500 of such amount shall be earned and
paid to Agent (for the account of Lenders based upon their Pro Rata Shares) on
June 16, 2003; provided, that, the entire unpaid amount of such
fee shall become immediately due and payable, without notice or demand, at
Agent’s option,  (i) upon the occurrence
of any of the events or actions described in Section 3(a) (i) through (iv)
hereof, or  (ii) upon the termination of
the Loan Agreement or  (iii) upon the
occurrence of an Event of Default (including an Existing Default upon or after
any of the following:  the date of any
recission and termination of any waiver with respect to such Existing Default
in accordance with the terms hereof, 
March 28, 2003, if the Effective Date has not occurred by such date,
and  the occurrence of any of the events
or actions described in Section 3(a)(i) through (iv) hereof).


 


6.           Additional Representations, Warranties
and Covenants.  Each Borrower and
Guarantor represents, warrants and covenants with and to Agent and Lenders as
follows, which representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof, and the truth and accuracy of,
or compliance with each, together with the representations, warranties and
covenants in the other Financing Agreements, being a continuing condition of
the making of Loans by Agent and Lenders to Borrowers:


 


(a)             This Amendment No. 1 has been duly executed
and delivered by each Borrower and Guarantor and is in full force and effect as
of the date hereof and the agreements and obligations of each Borrower and
Guarantor contained herein constitutes legal, valid and binding obligations of
such Borrower or Guarantor enforceable against each of them in accordance with
their respective terms.


 


(b)             No action of, or filing with, or consent or
any governmental or public body or authority, and no approval or consent of any
other party, is or will be required to authorize, or is or will be otherwise
required in connection with, the execution, delivery and performance of this
Amendment No. 1.


 


(c)             No Event of Default or act, condition or
event which with notice or passage of time or both would constitute an Event of
Default exists or has occurred and is continuing on the date of this Amendment
No. 1 (other than the Existing Defaults).


 


(d)             In addition, and not in limitation, of all
other reporting requirements set forth in the Loan Agreement, Borrowers shall:


 


(i)           
immediately notify Agent in the event that the Judgment is rendered final
pursuant to law of the State of Missouri or any other jurisdiction and/or the
Judgment is 


 


 


6

















 


presented for execution by Taracorp or
Taracorp takes any action to levy or foreclose on or takes any other action
with respect to any assets of any Borrower pursuant to the Judgment; and


 


(ii)             promptly deliver to Agent the
following:  (A) any notices or summons
received from any party or the Court in any way related to the Judgment or the
underlying cause of action or any related cause of action or the execution
thereon,  (B) copies of all pleadings
served upon any party and/or filed with the Court in connection with the
Judgment or the underlying cause of action or any related cause of action,  (C) written updates regarding the litigation
and any settlement discussions with Taracorp in such detail as Agent may
require, and  any documents or
agreements related to the foregoing requested by Agent.


 


7.           Conditions Precedent. The
effectiveness of the amendments and waivers contained herein shall be subject
to the satisfaction of the following conditions precedent in a manner
acceptable to Agent (the date upon which all of the conditions precedent set
forth in Section 7 hereof shall have been satisfied in a manner acceptable to
Agent shall be referred to herein as the “Effective Date”):


 


(a)             the receipt by Agent of an original of this
Amendment No. 1, duly authorized, executed and delivered by Borrowers and
Guarantor on the date hereof;


 


(b)            the receipt by
Agent of the $37,500 fee referred to in Section 5(a) hereof on the date hereof;


 


(c)             all requisite corporate action and
proceedings in connection with this Amendment No. 1 shall be satisfactory in
form and substance to Agent, and Agent shall have received all information and
copies of all documents, including records of requisite corporate action and
proceedings, which Agent may have requested in connection therewith, such
documents where requested by Agent or its counsel to be certified by
appropriate corporate officers or governmental authorities on the date hereof;


 


(d)            the receipt by
Agent of a true, correct and complete copy of the waiver of the Term Loan Agent
and Term Loan Lenders with respect to any “Event of Default” arising under the
Term Loan Documents (as such term is defined in the Term Loan Documents) prior
to the date hereof as duly authorized, executed and delivered by Term Loan
Agent and each Term Loan Lender;


 


(e)            the receipt by
Agent of an original fully executed amendment to the letter agreement, dated
October 29, 2002, by Borrowers and Guarantor in favor of Agent with respect to
the delivery of certain post-closing items on the date hereof; and


 


(f)             as of the date
that all of the foregoing conditions precedent shall have been  satisfied, no Event of Default or act,
condition or event which with notice or passage of time or both would
constitute an Event of Default shall exist or have occurred and be continuing
on such date (after giving effect to the provisions hereof);


 


 


7

















 


provided, that, the Effective Date shall not occur
after the earlier of:  (i) March 28,
2003 or (ii) the occurrence of any of the events or actions described in
Section 3(a)(i) through (iv) hereof or (iii) the occurrence of any Event of
Default (other than an Existing Default) or act, condition or event which with
notice or passage of time or both would constitute an Event of Default shall
exist or have occurred.


 


 


8.           Consent to Taracorp Notice. Borrowers
hereby acknowledged and consent that Agent may send a written notice to
Taracorp, its attorneys and agents advising such parties of the existence of
the obligations of Fabricated Products and its affiliates to Agent and Lenders
and the security interests and liens granted by Fabricated Products and its
affiliates in favor of Agent for the benefit of Lenders on the Collateral and
any other matters that Agent deems appropriate. Borrowers shall provide Agent
with any information which Agent may require to send such notice.


 


9.           Effect of this Amendment.  Except as expressly set forth herein, no
other amendments, consents, changes or modifications to the Financing
Agreements are intended or implied, and in all other respects the Financing
Agreements are hereby specifically ratified, restated and confirmed by all
parties hereto as of the date hereof and Borrowers shall not be entitled to any
other or further amendment or consent by virtue of the provisions of this
Amendment No. 1 or with respect to the subject matter of this Amendment No.
1.  To the extent of conflict between
the terms of this Amendment No. 1 and the other Financing Agreements, the terms
of this Amendment No. 1 shall control. 
The Loan Agreement and this Amendment No. 1 shall be read and construed
as one agreement.


 


10.         Further Assurances.  The parties hereto shall execute and deliver
such additional documents and take such additional action as may be necessary
or desirable to effectuate the provisions and purposes of this Amendment No. 1


 


11.         Governing Law.  The validity, interpretation and enforcement
of this Amendment No. 1 whether in contract, tort, equity or otherwise, shall
be governed by the internal laws of the State of New York but excluding any
principles of conflicts of law or other rule of law that would cause the
application of the law of any jurisdiction other than the laws of the State of
New York.


 


12.         Binding Effect.  This Amendment No. 1 shall be binding upon
and inure to the benefit of each of the parties hereto and their respective
successors and assigns.


 


13I.        Headings.  The headings listed herein are for convenience only and do not
constitute matters to be construed in interpreting this Amendment No. 1.


 


14.         Counterparts.  This Amendment No. 1 may be executed in any
number of counterparts, but all of such counterparts shall together constitute
but one and the same agreement.  In
making proof of this Amendment No. 1, it shall not be necessary to produce or
account for more than one counterpart thereof signed by each of the parties
hereto.  Delivery of an executed
counterpart of this Amendment No. 1 by telefacsimile shall have the same force
and effect as delivery of an original executed counterpart of this Amendment
No. 1.  Any party delivering an executed



 


 


8

















 


counterpart of this Amendment No. 1 by telefacsimile also shall deliver
an original executed counterpart of this Amendment No. 1, but the failure to
deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Amendment No. 1 as to such party or
any other party.


 


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9

















            IN WITNESS WHEREOF, the
parties hereto have caused this Amendment No. 1 to be duly executed and
delivered by their authorized officers as of the day and year first above
written.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  THE DOE RUN RESOURCES
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: Executive VP, CFO
  & CAO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  THE BUICK RESOURCE
  RECYCLING

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  FACILITY LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  FABRICATED PRODUCTS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:Vice President -
  Finance and Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DR LAND HOLDINGS, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: Executive Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CONGRESS FINANCIAL
  CORPORATION,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  as Agent and Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:  /s/ Herbert Korn

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: VP

  	
   

  



 


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  THE CIT GROUP/BUSINESS
  CREDIT, INC.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  as Co-Agent and Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:  /s/ Louis McKinley

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President

  



 


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ACKNOWLEDGED:


 


 


THE RENCO GROUP, INC.


 


	
  By:  /s/ John A. Binko

  
	
   

  
	
  Title: Vice President

  



 


 


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