itis,
ini

“2n9 419
N174904

SOLBBSeVe



Ome

K.E.DUMAS
03-30-92

Page 41

sAIN & COMPANY, INC.
#0553264300

yy we received a wire for $312,476.92 for Bain &

y's quarterly interest payment due 3/31/92.

proceeds were applied as follows:

Obligation #182 :
Obligation #190 :

$129,753.38 (Interest)
182,723.54 (Interest)

The

Obligor Haine aca tLe DAG

Obligor #

Section; Tab a cao

Officer; Ext __-

Obligation # LL T

(b)(4)

RA5057552



(b)(4)

Page 37

19388 11/89

BRS/el
ps-be

The banks left the meeting agreeing to talk on March 30 to
determine if there is any common ground with which the bank
group could formate a counter proposal to the company.

The account officer has researched RECOLL’s options and it
appears that the only two options are to continue with the
existing debt structure or try to facilitate some variation
of the company’s proposal. RECOLL cannot sell its note to
any party other than a bank or other institution, hence
RECOLL cannot negotiate a note sale to Bain or any other
non-bank third party without the bank group’s consent. The
writer did suggest once again to the bank group that RECOLL
would consider a discounted sale of its note if the other
banks did not choose to entertain the campany’s proposal,
but. and reiterated that they would not consent

to such a salez

RAsee®

614


(b\(4)

(b)(4)

(by)

(b)(4)

(b\(4)

(b)(4).(0)
(6)(4)

Page 46

satisfy the various needs of the indivi 1 members of the bank
group. The underlying concept of| proposal was that each __(b)(4)
member of the bank group would consent to the following:
1. Accept a portion of the cash up front and term debt totalling
50 cents on the dollar and consent to a certain level of debt
forgiveness; or
2. Accept no cash up front and expect to receive full repayment
of their respective positions over the revised term.

on previous meetings,[__ ——_ [ett that reco ____] (6)(4)

would opt for scénario #1, thereby accepting 30% of

jer up front, accepting term debt equivalent to 20%
of their respective claims and consenting to a debt forgives
the remaining claim against Bainj (8)(4)

would forego any cash upfront and hope to receive full satisfaction

of their debt through the senior term note and the incone note. [— —(§)(4)
continues to state that they will need to have a third

evaluation completed on the company before they can agree to or

consider any proposals.

ex maior i iscussed in the meeting was the issue of (b)(4)

and Isecurity interest in the domestic accounts
receivabl interest will be handled if a proposal is
agreed -to. ary lfeel that they would be entitled to
priority payments oitne outstanding domestic A/ ich
totalled approximately] of 2/28/91.__1 th proposal
the A/R issue should be defused in that jand zeae by(4

maintain their present security interestS; This issue will still

need to be negotiated under Bain’s revised proposal_until a payout
for the release of the A/R’s becomes a non-issue o: Jani]
agree to a compromise solution of this issue.

_

(4)

agent (4)

The meeting adjourned with the understanding that
pank, would respond to Bain that the bank group rejects its
proposal, based primarily on sition not to accept any debt

forgiveness and] need for a am ss ysis iM
before they could consider any proposal. jand| (b)4)
continued to restate their willingness to accept this proposal in
return for a substantial debt forgiveness, (b)(4)

contacted Brian Shelton after AV

meeting to aiscss| proposal. affirmed that

the intent of the proposal was for RECOLL and [b)(4)
to receive 30 cents on the dollar from thi cash payment, rot (42)
cents on the dollar from the senior term debt 4 cents on the

dollar from the income note. In essence RECOLL would beat |

ability to recoup 50% of its outstanding debt. | cond _(b)(4)

have the ability to recoup 100% of its debt from _their resi ive
share of senior term debt and the income note. (b)(4).(b)
told that RECOLL would consider this proposal if the other bank (6)

group members and Bain agreed to same.

anase26!®


Page 14

2. Strategy/How are we going to collect the loan?: Thru cash flow generated by Bain & Co., Inc. earnings during the term of the restructure (thru

2001).
Collection strategy incorporates: _X Cash Flaw Refinancing _X Restructure Asset Liquidation
Guarantor Sale of Company Sther
Do the Following Apply: Litigation Yes _X_No
Debt Forgiveness X_Yes No
Sale of Asset by RECOLL Yes __X No

3. Action Plan (must have target dates)

Monitor Bain & Co., Inc. compliance with dure 10, 1991 restructure loan agreement. RECOLL has no alternate course of action absent a default by
Bain. The account officer will follow for required payments and convenant compliance.

4, ECR dustification:

Estimted cash flows are consistent with the renegotiated loan terms as set forth in the June 10, 1991 restructure loan agreement. The ECR for
obligation 313 shows no cash inflow because that cebt is to be forgiven if Bain mets certain performance criteria. It does not bear interest absent
a cefault. The projected cash flows exceed net book principal because Bain may be able to accomplish significant repeyment over time in excess of
RECOLL'S carrying value [consistent with the negotiated agreement] if eamings recover.

5. Significant Events (events since the Last report which have occurred toyards realization of the action plan or shich have altered the action plan
ard materially affected col lection)

REOOLL has received its first tho quarterly interest payments required by the June 19, 1991 restructure loan agreement ($312k on 6/28/91 and $316K on

10/2/91). No defaults currently exist in relation to these Loans.

6. current Status (State clearly the current stage of the collection process/actien plen. Is the relationship adversarial or consentual?)

Noxt quarterly meeting of Bain & Co., Inc. with its creditors is scheduled for October 9, 1971. Bain is performing up to epectations.

Docunentati
Describe deficiencies _None.

Describe specific defaults _None.

Date of Letter

Notification: Default ‘NOT APPLICABLE
Formal Derered
(9) _ APPROVALS:

Division Credit Officer Division Manager

(b)(6)
Signature:
Printed Nene piatlomenee #501 Ke sPee A vost — Does T tncene __
Phone rurbers_ 6 $3- 297i S7S-Z20i S1394S1

Mail code: mABOS2SCio  ~nAGossFCrO ages Bele

Date: jo-a 4-4) 1ofzely Lofeeky _



Page 74

MEMORANDUM

TO: Karen Dumas
FROM: David Cc. Aisenberg

DATE: June 4, 1992

RE: Bain and Company -- Obligor No. 1097-9565 --— Status

RR RE RHEE TR RE REE RAH ERE REE EERE EERE ERE RE RNEUERREAREA RARE EERE RE

The status of the above-referenced matter has not changed since my
last report dated May 7, 1992. I remain available to perform any work
on this credit at your request and as noted in my prior status

reports.

(b)(6)

DCA

cc: Andrew R. Grainger
statusmemo.7


(b)(4)

(b\(6)

Page 56 ~

MEMORANDUM

TO: Brian Shelton

FROM: David C. Aisenberg

DATE: July 1, 1992

RE: Bain and Company -~- Obligor No. 1097-9565 -- Status

RRR RRR RHE EERE HEE EERE REA RERE EER ERE RRR REREREREERERER ERE EEE

The status of the above-referenced matter is that, by documents
executed on June 12, 1992, we approved three amendments to the
restructure agreement. At the same time, we withheld approval on an
amendment which sought a waiver of various defaults under the
restructure agreement. We subsequently signed this waiver on June 30,

1992 as an accommodation to the its financial
statements could be certified by A cover letter was
sent with this waiver to notify the other parties that future waivers

would not be signed.

Meanwhile, you are continuing to negotiate with the borrower and
the lenders to effect a buyout of cur interest, if possible. I remain
available to perform any work on this credit at your request and as

noted in my prior status reports.

DCA

cc: Andrew R. Grainger
status.wp5-7

ng597866


B. Shelton
7/24/92
(b)(6)
b)(4
Oi}
(b)(4)
ee
cf la
(b)(4) eben
24583
88285
(b)(4)
(b)(4)

(b)(4)

Page 54

BAIN & CO.
OBLIGOR NO, 0553264300

The bank group met with the company on 7/22/92 to have the
company present the results for FY 92 and to talk about the

future prospects of Bain & Co.
revenues. of :

Bain & Co. had a FY 92 loss o;
These results follow the FY 1991 pi ems capped by a

loss_on revenues of There was a one time
restructuring charge of The results demonstrate that

the restructured entity be able _to sustain revenues
on a historical level. Revenues dropped] hast. year,

the borrower forecasts revenues of FY.93,-or
further deterioration in revenues. “The drop in revemmes is
attributable to various factors, but the primary problems
arise from a changing customer base and lack of capacity.

At FYE 92 the company-had{———_Jeash_on its balance sheet.
That cash balance is now diminished to[ —_hfter Bain paid

out bonus compensation to its officer corp.

Following the financial presentation the company presented
its newly revised 10 year plan. The ten year plan
essentially reports that under the existing d structure
Bain will have cash deficits as high ly FYE 99.

The campany will actually run out of cash and default on the
existing debt structure as_early as FYE 95 wh
projects they will have deficit.

(b)(4)
rE

8

(b)(4)
(b\(4)

(b)(4)

(b)(4)

(b)(4)

RASO57528


(b)(4),(b)
(6)

(b\(4)

Page 60

Bn
Obtigor Nam: a
RECOLL MANAGEMENT CORP. ouieee wpe ty.

OVERSIGHT COMMITTEE MEETING MINUTES Obligations? ee od .
27

ee me
PAGE 6 Section) Te_G=
JANUARY 7, 1993 Otten] ex ZB hb pata B

EMERGENCY SESSION

1. Bain & Company

Proposal:
1. For Recoll to tender its $30.654M in debt at 29 cents for a total

payment of $8.889M.

2, To write down the remaining legal balance of $22.071M.

A proposal ige a waiver to the company which will allow the company
to utilize peti cash balances to accept debt tenders up to 30
cents on the dollar was previously presented to Oversight and approved.
The above two items were also presented and were tabled. Hence they are

being re-presented today. wiasO57
443


Page 64

BINS 4B voy Oso,

SERML OMWNZOS

~~
J
=
~~
2
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eins
>
+
SZ
=
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=
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(b)(4)

03599°(6)(4)

CRON SSSWEL OSIM VOOR

SISATYNY SALLYNHALTY ANVdAIOO

(b)(4)

RSD TD

® Nive



Page 52

IN & COMPANY INC.
#0553264300 Obtigor N Nemes

Officer / Ext...

)Gtie On $/11/92 REOOLL received a copy of the unaudited pre-tax

05-14~92 financials for Bain & Cam ition,
KE. the monthly revenue in March of fel1_short (b)(4)
of the company’s projected number oF i to. (b)(4)

| management the drop in revenues was primarily to each
of the offices projecting a slightly higher revenue figure
than ia received. The month of March ended with a
(b)(4) loss_o: The balance sheet remains illiquid and

fully and continues to report a cash balance of

(b)(4)

| For the 12 month riod ended March 31, 1992, Bain reports
lon revenues off | (b)(4)

(b)(4) _a pre-tax loss-o!

The company forecasted revenues for April, May and June to
(b)(4) be as foll |
| April:
| May?
dune:

the Spell Yevernes came iv aq{ | i jections as
(b)(4) the April revenues came in-a’ shortfall
from the projected mmber. Based on the April mmbers,
the company has defaulted under the loan agreement as a
i result of the nv’ failure to meet the minimm
(b)(4) revenue target-of for the twelve-month period ended
April 30, 1992. According to the notice of default, the
| Company wilt be asiting the bank group for a waiver.

Bain management remains skeptical about reaching the May
| and June’s revenue projections as they feel that some

| deterioration could ocau as in the initial March
estimates, however, their greatest concerns are the
following six months. The company had very high revenues
last spring, however they dropped off dramatically during
the summer and fall and at this point they are not sure if
that was a fluke or is cyclical. Management does not
expect to be out of the default status of the ninimm
revenue targets until Octeber or November. According to
| Gary Wilkinson, Asst. Treasurer,

(b)(4)
| Bain management also reported that officers of the
felt strongly that the m payout allowable
(b)(4).(b) under the loan agreement] awarded, however, Mitt
6 :
ha) jand
(b)(4) | hold the remaining] in reserve for a pre-funding of
the FY93 bonus or for the retirement/repurchasing of
debt.

RA5057545

13386 }17e9


Page 24

BAIN & COMPANY, INC
0553264300

FILE

05-13-92
K.E. DUMAS

(b)(6)

On May 11, 1992, RECOLL received $45,429.28 in deferred
interest on Tranche A. This was for the time period
4/6/92 to 5/6/92. On 5/6/92 the interest rate was
adjusted to 5.125% based on LIBOR rate of 4.125% plus 1.0%
spread. This rate is in effect until 8/6/96.

Obligor Na Agi i

sob fanany
sty LG CO
Restion Tal

RA5SOSTSS6


Page 42

i LD

puger un Bere a0
BAIN & CO., INC. Obtgor # ;

(b)(4)
(b)(4)

19366 11/89

“QSSI6430G— —-—pygton te
5 eaon{ Te EE

Officer it Ae

\ Through a phone conversation with Colin Anderson,

Treasurer, it was determined that Bain & Co. had no
presented to them and as the bank group
did not accept the pr April 3, 1992 from Bain,
Bain’s senior management has decided to go forth with the
distribution_of bonuses to management. They have decided

to allocate|——— for bonuses to be disbursed as

to be disbursed immediately
to be disbursed over the next 3 quarters
be disbursed 3/31/93

Brian Shelton discussed with Mr. Anderson the possibility
_of Bain purchasing RECOLL’s notes at a discount and he did

show some interest in this. As a result, Mr. Shelton will
attempt to contact the bank group members to discuss their
agreeing to allow RECOLL to sell its notes to Bain at a

| discount.

3 ees

RA5057553


(b\(4)

(b\(6)

Page 73

MEMORANDUM

TO: Brian Shelton

FROM: David C. Aisenberg

DATE: duly 1, 1992

RE: Bain and Company -- Obligor No. 1097-9565 -~- Status

HRI KH KG EERIE EERE IKE EER EER EE RE ER ICER EERE RE REE RERR RR RRERRREE REE

The status of the above-referenced matter is that, by documents
executed on June 12, 1992, we approved three amendments to the
restructure agreement. At the same time, we withheld approval on an
amendment which sought a waiver of various defaults under the
restructure agreement. We subsequently signed this waiver on June 30,
1992 as an accommodation to the borrower so that its financial
statements could be certified by A cover letter was
sent with this waiver to notify thé other parties that future waivers

would not be signed.

Meanwhile, you are continuing to negotiate with the borrower and
the lenders to effect a buyout of our interest, if possible. I remain
available to perform any work on this credit at your request and as
noted in my prior status reports.

DCA

cc: Andrew R. Grainger
status.wp5-7


Page 5

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Page 76

MEMORANDUM

TO: Karen Dumas

FROM: David c. Aisenberg

DATE: April 7, 1992

RE: Bain and Company -- Obligor No. 1097-9565 -- Status

RIK KKK RIK ER HIKER KIER E HII KIKI ERE IKE RE ERE EER EEBRERE ERE ERR

The status of the above-referenced matter has changed since my
last report dated March 10, 1992. Brian Shelton has now become
involved and you and he have been working with Choate, Hall (cleared
by Don Williams) to negotiate a sale ef this obligation.

Meanwhile, an analysis still needs to be done of the provision in
the Settlement Agreement which authorizes Bain to perform "Bank
Consulting Services" in the amount of [ | (b)(4)
dollars for the years ending March, 1992, March, 1993 and March,
1994, This analysis should outline those provisions and address who
was entitled to receive the appropriate services. I understand that,
prior to my involvement, a business decision was made to forego the
benefit of these services for the period ending March, 1992. Please
let me know whether to go forward with this analysis.

In addition, please keep me advised of any other legal issues
which arise and which are not being handled by Choate, Hall.

(b)(6)

DCR

cc: Andrew R. Grainger
statusmemo.7


(b)(4consulting Services" in the amount of

(b)(4),(b)

(6)

Page 75

MEMORANDUM

TO: Karen Dumas

FROM: David C. Aisenberg

DATE: May 7, 1992

RE: Bain and Company ~~ Obligor No. 1097-9565 -- Status

HH RK Ke HH IH KH HIKER EER IRE KEE EERE RERE REE ARE RERERERERERERERERE

The status of the above-referenced matter has not changed since my
last report dated April 10, 1992. I remain available to perform any
work on this credit to the extent that Choate, Hall ceases to be
involved or issues arise which are not necessarily the subject of that

firm’s limited retention.

Meanwhile, an analysis still needs to be done on the provision in
the Settlement Agreement which authorizes Bain to perform "Bank

dollars for the years ending March, 1993 and March, 1994. This
analysis should outline those provisions and address who was entitled
to receive the appropriate services. Please advise whether I should

work on this analysis.

DUA

cc: Andrew R. Grainger
statusmemo.7


Page 78

RECOLL MANAGEMENT CORPORATION

MEMORANDUM
To: File
Christopher Sotir
From: David Cc. Aisenberg
cc: Andrew R. Grainger
Re: Bain & Company -- Status
Date: January 29, 1992

As we discussed, I am waiting for you to compile the necessary
documents for review to discuss our strategy going forward in the

above-referenced matter.

(b)(6)

DC.

m-bain


(b)(4)

Page 35

(b)(4)

The proposal presented by anid has several
deficiencies which will nead to negotiated, if indeed

the proposal /s_thefinal_course_of action -REOOLL deems —_.

(b\(4)

(b\(4)
(b\(4)

(b)(4).(0)
(6)

19386 11/89

~“T'most prudent to pursue when considering the various

alternatives. ‘The first problem is the presumption that
the Bain A/R’s are worth the face amount of $7MM. It is
clear that the collateral is not worth the face amount in
that approximately $2MM of the A/R/s are over 60 days aged

| and the payees under the invoices would certainly claim

offsets for discontinuation of services and various other
offsets in the event Bain was liquidated. Therefore, it
would ss that RECOLL should not consent to any credit to

lor | before a pro rata distribution is
Canpleted, but Should allow to maintain. ()(4)
their ist lien position securing thei ionate share
of the new residual note.
The second major deficiency of the is the concept
of paying proportionate shares of the| jpasect onthe (b)(4)
total outstandings of Tranche A, B, & C, While excluding

Tranche D. It is clear that this basis for distribution
is not to RECOLL’s advantage in that RECOLL has the
largest interest in Tranche D.

The meeting adjourned with Agent, agreeing to
contact Bain and request additional financial information
including annual projections. Another bank meeting has
been scheduled for Tuesday, March 24, 1992 at 10:30 a.m.,
at which time the lenders will discuss their own ideas for

a settlement agreement.

anso87 8°"

vm


Page 21

(b)(6) Pink Sheet.
Bain & Company

January—13,—-19$4 - —

or
| b)(4),(b)

(6)

CN sotir, AvP |

(b)(4),fojiay T spoke with| Jin regards to Bain’s inclusion on the list

(8)(4) of assets that may be repurchased by I wanted to make sure
that she has ived all the necessary paperwork in that regard, namely
the "soft seven"'|tracking sheets. She will review her records and call me
if she needs more information. Bain might not be attractive to Fleet

given our substantially unsecured position and Bain’s
condition, but recent operating results are promising and
to take a close look at this asset.

13986 11789

financial
may want (b)(4)

pAgos7535

vm


Page 27

expires or becomes obsolete or after the occurrence of any
event requiring a change in the most recent form so delivered
by it, and such amendments thereto or extensions or renewals
thereof as may be reasonably requested by the Borrower or the
Agent, certifying, in the case of Form 1001, that such Lender
is entitled to receive payments under this Agreement, the
Notes and the Tranche D Certificates without deduction or
withholding of any United States federal income taxes or,

in the case of Form 4224, that payments under this Agreement,
the Tranche D Certificates and the Notes are effectively
connected with the conduct of such Lender's trade or business
in the United States, unless (i) such Lender determines that
such form or amendment will impose on such Lender a material
burden or cost or (ii) an event (including without limitation
any change in treaty, law or regulation) has occurred prior
to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which
would prevent such Lender from duly completing and delivering
any such form with respect to it and such Lender advises the
Borrower and the Agent that it is not capable of receiving
payments without any deduction cor withholding of United
States federal income tax.

SECTION 3.11. Bank Consulting Services. (a) In
each of Fiscal 1992, Fiscal 1993 and Fiscal 1994; the Bor-
rower shall provide, at the written request of any Bank
delivered to the Borrower with a copy to the Agent, and
subject to the terms and conditions set forth in this Section
3.11, consulting services and other services of any type
customarily provided to customers of the Borrower (all such
services provided at the request of any Bank being referred
to as “Bank Consulting Services"). Bank Consulting Services
requested by any Bank shall be provided to such Bank, a Bank
Affiliate of such Bank designated in such Bank's request, or
any other Person designated in such Bank's request which (i)
is not and has not been a customer of the Borrower or any of
its Subsidiaries on or prior to the date of such request and
(ii) is not in active negotiations with the Borrower regard-
ing the terms of an engagement on the date of such request (a
"Services Designee"). All Bank Consulting Services shall be
valued for all purposes of this Section 3:11 at an amount
(the “Services Value") equal to the amount that the Borrower
would charge an unaffiliated customer for such services at

the Borrower's customary rates.

(b) Bank Consulting Services provided at the
request of any Bank in any Fiscal Year shall not exceed (i)
in the case of BONE, Bank Consulting Services having an
aggregate Services Value of and (ii) imthe case

-40- (b)(4)

RA5SO057539



Page 23

RECOLL MANAGEMENT CORPORATION

MEMORANDUM

SIM PATRICK, COORDINATOR EASTER MASS. ASSET MARKETTNG MAROSTaRCT
FROM: JOSEPH F. CORFF, VICE PRESIDENT, MABOS40CLO (b)(6)

DATE: JUNE 15, 1992

RE: PROPOSED SALE OF POOL ASSETS
(b)(4)
ef Cohen:
PE) accuint hanated By
(b)(4)
(b)(4).(b)

Karen Dumas:

Lo ee 6)

Do not sell due to relationship with three other
obligors on which an approved settlement is being
closed.

(b)(4)
Bain & Co: Do not sell since these are only partial charge offs
as clearly reflected on the trial balance besides
RECOLL can not sell these notes without the consent

of the lender group.

Brian Shelton:
Do not sell since there is no legal recourse on this

loan under settlement agreement.

(b)(4)
SEC/Kec
M-Patrick
- 4 F
Bligde Namie Bain C4
Obligor ¢ ied ]

Obligation?
Saction | Ta = f

TL a to te

RA5057535


Page 36

Obligor ning Lede, *(D21?
Obliger # OSS 3A R43 sap
Obligation # oy iia
Section; Tab
BAIN AND COMPANY Otero SEES
BRS/56229
3/26/92 | The writer and Karen Dumas met with representatives of
(b)(6) | Bain’s Management Committee and the bank group on 3/25/92. (b)(4)
The purpose of the meeting was to ascertain the status of
the company and_to discuss the comapany’s proposal.to pay
(b)(4) the bank group} in cash and then ver two years to
satisfy the collective senior debt of (b)(4)
(b)(4)
(4) It became clear that lhas absolutely, ed
their position from the previous week and tha’ has no (b)(4)
| te. of agreeing to any debt forgivene
bia} | ee is consistent with that of| (b)(4)
By(4 i [ kestated their
willingness to accept the Jpayeut and some amount of (b)(4)

term debt in return for a substantial debt forgiveness.
The other major issue requiring resolution if the banks are

| going to come to terms on some variation of the ‘s
pro} is the issue of what will happen fd (b)(4)
(b)(4) and security interest in the accour

receivable. The company is seeking that the banks release
the security interest in the A/R’ the c can obtain

financing for working capital. and| are taking (b)(4)
the position that they will release their security interest
only iff are paid first money for 100% of the domestic

(b)(4) A/Ris. d RE e stated that that position is

(b)(4) ridiculous in-that/ land ould do well to get_10% (b)(4)

on the dollar if Bain goes ouT or business.

nagse967®

13386 11/89 vn


ahi enn t aah ut a

vous WL uti ke Gui S72 cue pals @ 6G. ine.

2) @

lube cba

RECOLL MANAGEMENT CORPORATION

P.O. BOX 6302 LOAN ADVICE
BOSTON, MA 02212-6302
GBLIGOR?: BAIN & COHPANY Inc

OBLIGOR NO: 1097-9565

BAIN & COMPANY ING
DISBURSEMENTS ACCT

ATTN BARBARA SEALE

2 COPLEY PL-FIN DEPT 4TH FL
BOSTON MA 02116

THE FOLLOWING NEW LOAN WAS MADE.

OQ

c NOTE NO TYPE RATE OFF LOAN AREA

~7l 00289 STR IS 5.0000 cas CONTROLLED LOAN

pan

“AS OF OT FACE AMOUNT DISCOUNT DAILY ACCRUAL
D3-31-91 14,341,000.00 «00 1,991. 80555556

NET AMOUNT COMMENT
NEW LOAN 14,341,000.00

14 334,
'

YOUR NEW LOAN HAS BEEN PROCESSED. WE ARE PLEASED To BE

O7-Z9-91

HAT DATE NO OF DAYS
03-31-99

OF SERVICE Yo you.

RA3599704



(b)(4)

Page 77

MEMORANDUM

TO: Karen Dumas

FROM: David Cc. Aisenberg

DATE: March 10, 1992

RE: Bain and Company -- Obligor No. 1097-9565 ~-- Status

HK HK E KR IKE RE AK ERAS IR ERR IRAE ERE EERE REAR EERE ERIK EK RRRKRERER

The status of the above-referenced matter is that I have reviewed
the Settlement Agreement and you and I have discussed various issues
in connection with monitoring payments and reacting to proposed
amendments to the Settlement Agreement. One of the provisions of the
Settlement Agreement provides that Bain will provide services in the
amount. of [ dollars for the years ending
March, 1992, March, 1993 and March, 1994. I will draft a memo
outlining those provisions and explaining who was entitled to receive
the appropriate services. In addition, if any amendments are drafted
during the next month, I will review those and provide my comments to
you. Please keep me advised of any other legal issues which arise.

DCA

cc: Andrew R. Grainger
statusmemo.7


(b)(6)_ ms”
bak
(b\(4)
(b)(4)
(b)(4).()

(6)

Page 62

BAIN & COMPANY
OBLIGOR NO. 0553264300

The account officer participated in a conference call with
the company and the bank group on 1/13/93. ‘The first point

of discussion was the results of the tender offer. The tender
occurred exactly as the account officer predicted in the

recently, ied Standard ion Package.
tend cents ,| its alse
cents id not tender. The company stated

its disappointment at the results of the tender and presented
its short-term perspective which involves two primary issues:
cash balancesand. ]

The company stated it now has[___——_Jof cash balances after
December collections and due to the fact it began stretching
payables preparing for the tender. The company anticipates
generating an-additional between now at its Fiscal
Year End on March 31, 19 me following is the company’s
immediate plan for payment. of cash balances:

TOIAL CASH
LESS: Escrowed Bonus
Deferred 1992 Bonus
Long Term Compensation
March, 1993 Principal Payment
Debt Tender Payment
ENDING CASH

All of the bonus payments will be made pursuant to the Loan
Agreement. The company will be in full compliance of all
loan covenants at the time of payment. The company indicated
that the remaining cash balance will only leave it ina

its FYE 94 debt ts:

The account officer spoke with Colin Anderson (Bain’s
Treasurer) on Monday, January 11, 1993. The purpose of the
call was to take the offensive given the expected results of
the tener. The account officer suggested that Bain consider
one more alternative to the tender which contemplated having
the company buy 50% of each lenders debt at 30 cents on the
dollar and then have Bain term out the remaining debt
(franches A,B, & C) over 10 years. Bain looked at this
concept and responded to it at yesterday’s meeting. The
company, after presenting its view of the tender results,
presented the following scenarios in an effort to find some
way to meet the company’s needs and the bank groups needs.

(b)(4)
(b)(4)

(b)(4)

(b)(4)

RA3599642


()(4)
Page 10



(b)(4)

(b)(6)

Page 33
# $553264300

MEMORANDUM

TO: Karen Dumas

FROM: David c. Aisenberg

DATE: March 10, 1992

RE: Bain and Company -~ Obligor No. 1097-9565 -- Status

KR K KI RIK RE K RIKI K ERK KK EA KEE ERK ERE REE EEK KK ERE KK RR EERIE

The status of the above-referenced matter is that I have reviewed
the Settlement Agreement and you and I have discussed various issues
in connection with monitoring payments and reacting to proposed
amendments to the Settlement Agreement. One of the provisions of the
Settlement Agreement provides that Bain will provide services in the
amount of| dollars for the years ending
March, 1992, March, 1993 and March, 1994. I will draft a memo
outlining those provisions and explaining who was entitled to receive
the appropriate services. In addition, if any amendments are drafted
during the next month, I will review those and provide my comments to
you, Please keep me advised of any other legal issues which arise.

DCA

cc: Andrew R. Grainger
statusmemo.7

Obligor Name Bag tl Cuda”
Obligor # 0954 ale
Obligation #_

Section /Tab
Officer Ext Le aa

paso5755"


Page 69

MEMORANDUM

OM ng : Brian Shelton
FROM: David C.»Aisenber
DATE: November 9, 1992
RE: “Bain and Company -- Obligor No. 1097-9565 -- Status

ERKEREKEKE ERK EREEKREEELEREL ERE EEREEKRE RRR EERE RERERR ELE EEEREREKREREEE

The status of the above-referenced matter is that you met with the
lending group on October 30, 1992 to discuss a potential tender to the
obligor of our interest in this obligation. My understanding is that
100% approval of the lending group has not yet been obtained to follow
through with this concept at this time, and that the obligor continues
to pursue the concept and 100% approval. Please continue to keep me
apprised. I remain available to perform any work on this credit at
your request and as noted in my prior status reports.

DCA

cc: Andrew R. Grainger
status.wp5-7


Page 71

MEMORANDUM

(b)(6)
TO: Brian Shelton
FROM: David C. Aisenberg
DATE: September 10, 1992
- RE: Bain and Company == Obtigor Nos 1097-9565 -— Status ~

eae en RE I I I II SIE SES

The status of the above-referenced matter has not changed since my
last status memorandum dated August 11, 1992. 1 remain available to
perform any work on this credit at your request and as noted in my

prior status reports.

DCA

ce: Andrew R. Grainger
status.wp5-7


Page 72

MEMORANDUM

YG }9 , Brian Shelton
FROM: David C. Aisenberg
DATE: August 11, 1992
RE: Bain and Company -- Obligor No. 1097-9565 -- Status

KHRRARK AGREE KE RREREE EER ERE RERE REAR AREER EERE EER EREREERERRERERERERERES

The status of the above-referenced matter has not changed since my

last status memorandum dated July 1, 1992, I remain available to
perform any work on this credit at your request and as noted in my

prior status reports.

DCA

cc: Andrew R. Grainger
status.wp5-7


(b)(6)

(y(4)
(ht

(b)(4)

(b)(4)

Page 30

REOOLL MANAGEMENT CORPORATION

MEMORANDUM

Stephen D. Steinour, Exec.

J. Patrick O’Neill, V.P.

Bain & Company, Inc. Consulting Services

January 13, 1991

Just to remind you, as part of the Bain & Company Inc. restructure, we are

entitled under Section 3.11 of the Loan Agreement (copy attach

Consulting Services from Bain & Company. ‘These services total]

or pach year during Bain’s fiscal years

3/31/52} 3/31/93 and 3/31/94. The

service expires if not

utilized during that specific fiscal year. Im is no carry over
provision. As written, these services can be provided to us, an
affiliate, or any other person designated which is not, or has not been a
custamer of Bain, or is not in active engagement negotiations with Bain.

Again,

this in services expires on 3/31/92. Some

possible areas where these sérvices could be utilized are:

o

oO

o

Q
°

Recoll’s Management Information/Systems Area,
Due Diligence Review,
Reviewing outside contracts or conducting due diligence at other

failed banks,
Asset Marketing Area, or
Management Consulting-needs of E71

Please let me know your thoughts, and I’d be happy to discuss this further
with you.

cc: Kim Meader
Rick McKinnerney
Chris Sotir

(b)(4)

RABOST542

(M—_OTRUR ny. >)


1) OBLEGOR_ DATA

Obligor Nave: Bain & Co., Inc.

Page 7

RECOLL Management Corporation
STRATEGY AND STATUS REPORT

City and States Boston, MA

As of Datesz_9-30-97 Date Prepared:__10-4-91
Obligor No.__ 1097-9565 RECOLL Officer_Christopher N. Sotir
Officer Codes CNS
Telephone: 573-2432
Credit Type: __ Project Finance
___ Caminications
Kk a
____. Asset Based
__. Real Estate
____ Lend __ Hotel
__ Single Fanily__ Retail
Multi Fenily Industrial
__ Office __ Other
Obl igor Line of Business:__Maragement. Consulting SIC Coce:8742

RECOLL Legal Counsel Robert Gargi tl

Esa, - Choate, Hall & Stewart 617-227-5020

Obligor Principals: Colin F. Anderson, President
William W. Bain, Jr.

(2) DETAILED OBLIGATION DATA _¢$000's)

Total Interest
Legal Unfunded Legal Charge-offs Net Book and Fees
Conmitment Balance Principal (Net of Principal Due
Obligation # Balace Availeble —-Balarve Recoveries)  Balawe Not Paid
100265 10,385 0 10,385 10,385 a 136
100289 14,281 0 16,281 10,115 3,820 187
100805 5,929 Q 5822 en) 5,922 2!
TOTALS, 8 20,595 20,500, 9,769 3B
Legally
Recoverable Interest Days. Maturity Loan
Obligation # Eqenses Rate Past Due Date Put Date
100263 9 5% ty) B31-99 7-12-94
100289 0 5% 9 331-9 7-12-91
100805 9 % 0 331-9 712-94
TOTAL. 9



Page 6

689 17 7 O14 E95 ©


oud. wus

RECOLL MANAGEMENT CORPORATION

P.O. BOX 6302 LOAN ADVICE O7~29-9)
BOSTON, MA 02212-6302

OBLIGOR: BAIN & COMPANY INC

OBLIGOR nos 1097-9565

BAIN & COMPANY Inc
DISBURSEMENTS ACCT
ATTN BARBARA SEALE :
2 COPLEY PL-Fry DEPT 4TH FL

BOSTON MA 2116

THE FOLLOWING NEW LOAN WAS MADE.

NOTE NO TYPES Rate ogg LOAN AREA

100305 STR I.5 -8000 cas CGNTROLLED Loan
: &S OF OT FACE AMOUNT OIScountT DAILY ACCRUAL MAT DATE no OF Days
i 03-31-91 5.928,868.10

+00 -God000K0 03-31-99

NET AMOUNT COMMENT
NEW LOAN $928,868.10

b 43, 434
(

YOUR NEW LOAN HAS BEEN PROCESSED, We ARE PLEASED To xe OF SERVICE to You.

o



CALIGATION NO. _100289

Page 9 1

Net Book
Principat As of Date %
BANK NAME Comiitment Balance Share
(b)(4) (b)(4) wa (b)(4)
NA
NA
RECOLL/FDIC 14,281 3,820 BAK
roras —|(b)(4) MA 1%

Brief Description of Voting Rights:

Voting rights are complex and require different Levels of consensus amongst the participants depending upon the issue at hand.
In general, a 51% vote of the participants is required to modify or alter the agreement.

Does RECOLL have its om note? YES

Is there a Participation Agreement? __YES

OBLIGATION NO. _ 100305,

Net Book
Principal As of Date %
BANK NAME Commi trent. Balance Share
(4) pe yA) n OD
MA
NA
RECOLL/PDIC 5,92 5,929 3%
(by(4) ma
torts |(0)(4) a 10%

Brief Description of Voting Rights:

Voting rights are complex and require different levels of consensus amargst the participants depending upon the issue at hand,
In gereral, 2 54% vote of the participants is required to modify or alter the agreenent.

Does RECOLL have its ow mote? YES

Is there a Participation Agreement? ___Y=S.


peyhds

Obligor Na. . Se PALL A
To: Keith A. Hunt, VP ; Obligor # z
From: Christopher N. Sotir, AVF onheat TFS /
2 Bain & Compary eee aes
bate: January 13,1992" otfcer Ext Sat Af
. ,

In follow up to my memorandum to you advising you that the FDIC as
Receiver of NBNE is entitled to receive certain consulting services from
Bain & Company pursuant to the Loan Agreement dated June 10, 1991, please
make note of the following issues:

1. Paragraph (a) of section 3.11 sets forth the time periods during which
Bain is required to provide services. The relevant time frames are

Bain’s fiscal years ended March 31, 1992, 1993 and 1994. As such we
are presently 9+ months into the first such relevant 12 month period.

2. Paragraph (b) of section 3.11 sets forth the amount of services that
Bain is required to provide during the relevant periods. ¢ ostate:
that Bain is required to provide services in the amount of| (b)(4)

to the FDIC as Receiver of NBNE in each of the three applicable
periods upon written request to Bain and the agent [|

(b)(4)

3. Paragraph (b) also states that the FDIC as Receiver is required to pay
Bain for all out-of-pocket expenses incurred in connection with the
provision of such services and that Bain’s obligation to provide such
services is contingent upon their provision net materially impacting
Bain’s capacity to deliver services to other clients.

4. Paragraphs (c) and (d) of Section 3.11 state that the FDIC will be
billed for all services rendered in accordance with Bain’s customary
billing practices and that, upon receipt of such payments by Bain,
Bain will in turn pay to the FDIC all such cash received for
application against Bain’s Tranche D obligations. These Tranche D
obligations are reflected on RECOLL’s books as obligation #100305. We
must look at these payment mechanics in the context of RECOLL’s
accounting for non-ISR expenses. Specifically, will payments made to
Bain for services rendered be doubled when determining expenses
incurred under RECOLL’s contract with the FDIC?

Let's talk about how we can best take advantage of these consulting
services at your earliest convenience.

RASOSTS37


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Page 48
wt.
Obliger Name
BAIN & CO., INC. Obhigor # LI
#0553264300 Ottigation #
Section{ Tab =Z
: Officer j Ext fe 25

4-3-92 RECOLL received the unaudited balance sheet and

statement as of February 29, 1992 from Bain & Co.,
Inc. The company also provided cashflow statements for

| that time period.

(b)(6FILE
04-20-92
K.E.DUMAS

For the li-month period ended F 29, 1992, the
3 reported a net loss of revenues. of (b)(4)
(b)(4) | ‘The net cashflow from cperati ict
()AY4) that time period.

\ The company i t
their best revemie estimate for fiscal 1993 is (b)(4)
Based on this estimate, it is unlikely that the

will meet the reverme targets which were projected in the
| June, 1991 restructuring agreerent, which were used in
determining the debt amortization schedule. Based on this
assumption, it is estimated that the company will be in
default of the minimum revenue covenant by mid 1992.

For the month ended February 29, 1992,

(b)(4) generated. incane of bn revermes 0} The (b)(4)
company exceeded its revised budgeted numbers for both

| revenues and income for the month, however, in comparison

| to the revenues generate; the same time period last

i_-year, pain experienced af jirop.

(b)(4)

The company’s balance sheet as of 2/29/92 remajna fully

leveraged, however liquidity is comfortable at (b)(4)
Liquidity is strong based on the si ificant cash balance

which Bain is carrying which totals The majority (b)(4)

of this cash came from the restructure in 6/91 which

| reani that the former senior management of Bain put
()(4) in cash back into the company. A majority of the
cash which the comany is carrying on its books is slated
cash has been the subject of several settlement proposals
which Bain management has presented to the bank group
recently, all of which however have been rejected.

| Based on the revenue trend of Bain over the past 4 months,

it does not appear that Bain will be in compliance with

the minimum revenue covenant by May, 1992. The anmmalized

running rate of the last four months[|___] ‘The (b)(4)
coverant requires that on the last day of each month

| ending after March 31, 1992 and on or prior to March 31,
1993, revenue twelve months then ended shall not
()(4) be less than Based on the last 4 months

| annualized Bain would be in default starting April, 1992.

If Bain goes into default the bank group will need to
decide whether to force Bain inte a bankruptcy as it-does
not appear likely that they will file voluntarily. (b)(4)

RASOSTS4S

13388 11/89


Page 12

(@_OOLLATERAL ANALYSIS Cin 000's)

Total RECOLL
Legal Legat
Lien Value Gross Discounted Adjusted Prior Lien Taxes Principal Principal
Obligation # Collateral Tye Position Basis Vahue Value Value Amount, Due Balance Balance
263, 229 Accts. Rec.-Donestic 2 co. records «8,846 7,07 7,077 47,238 0 SEE COLLATERAL
AND 305 Accts. Rec. Foreign 1 co. records 6,165 462k 4624 a 0 DESCRIPTION BELOW
Equipment 1 co. records 11,030 6,618 6,287 i) 0

100,610 30,595
Cross-Col lateralization among all obligations:
263, 289 & 305
Appraisals:
Collateral Type (fram above) Appraiser Name Date Date New Appraisal Ordered
Not applicable.
Envirormental auniit Cif applicable):
Firm nee Date Date Ordered
Not applicable.

(b\(4)
(b)(4)

Collateral Description Cinclude basis for discounted value):

REOOLL notes 255, 289 and 305 are secured by a 2rd Lien on domestic AR behind fin prior debt owed { This second lien on
donestic A/R also secures all nor-RECOLL Tranche A,B,C & D debt ard the perticipating lenders have agreed to share proportionately in this

(b)(A) lateral. The Tranche A,B,C & D debt totals including loaned to| by-a Ist Lien on domestic A/R ard the (b)(4)
$50,595 oved to RECOLL. No collateral support accrues to RECOLL because th In prior chbt exceeds the ancunt of domestic A/R.

RECOLL notes 263, 289 and 305 are secured by a Ist Lien on foreign accounts receivable fas are the other Tranche A,B,C & D obligations of the
Borrower]. RECOLL's prorata share of these A/R was approximately $1.34" as of 3/31/91 and $1.8 as of 7/31/91.

RECOLL notes 263, 289 arc! 305 are secured by a first Lien th Bain's fixed assets. This security interest is shared prorata with the other Tranche
A,B,C & D creditors. RECOLL's share totals approx. 83.341 based upon the fixed asset book value es reported by Bain & Co. at 3/31/91.

(b)(4)

(b)(4)


Page 11

(6) GUARANTOR ANALYSIS
Statement, Assets. Liabilities Adjusted
Nae Date Relationship list) (List) Net Worth Value

Various Bain & Co., Inc.
Subsidiaries

INCLUDED IN CONSOLIDATED STATEMENTS, NO INDIVIDUAL BREAK GUT 1S CURRENTLY AVAILABLE.

TOLALS:

Substantiation for adjusted value:

Various Bain & Co., Inc. subsidiaries guaranty Bain & Co., Inc.'s Tranche A ard Tranche B debt, @ portion of Wiich comprises RECOLL's notes #100263
ard 100289. Those guaranties are secured by certain assets of the subsidiaries. They carnot be quntified for collateral support at this time.

These assets are assumed to have nominal value.

Collectibi lity fran the guarantor:

Date New Statement Requested:



Page 61

RECOLL MANAGEMENT CORP.
OVERSIGHT COMMITTEE MEETING MINUTES

PAGE 9
JANUARY 7, 1993

After the vote was taken, Mr. Marshall explained that while he understands
that this is a difficult decision on a major asset, he believes that the
tender offer assures a defined recovery now and that he is very concerned
over the long range viability of the company given its severe revenue
deterioration and the nature of the business.

There being no further items to be brought before Committee,
was adjourned at 11:10 a.m.

(b)(6)

(b\(6) WR. =

W.L,. Marshall TIt

RA5057445


(b)(6)

cpp aera 1-53 264800
Fale aa: Cn4
Bales 5

MEMORANDUM fle

TO: Karen Dumas

FROM: David Cc. Aisenberg

DATE: April 7, 1992

RE: Bain and Company -- Obligor No. 1097-9565 -- Status

HEE KEKE RRR ERIK EER RKEHEEESE EK KERR EEE ERIK ERE EEE EEE EKER RERER REE EREE

The status of the above-referenced matter has changed since my
last report dated March 10, 1992. Brian Shelton has now become
involved and you and he have been working with Choate, Hall (cleared
by Don Williams) to negotiate a sale of this obligation.

Meanwhile, an analysis still needs to be done of the provision in
the Settlement Agreement which authori orm "Bank
Consulting Services" in the amount of
dollars for the years ending March, 1992, March, 1993 and March,
1994, This analysis should outline those provisions and address who
was entitled to receive the appropriate services. I understand that,
prior to my involvement, a business decision was made to forego the
benefit of these services for the period ending March, 1992. Please
let me know whether to go forward with this analysis.

(b)(4)

In addition, please keep me advised of any other legal issues
which arise and which are not being handled by Choate, Hall.

DCA

ec: Andrew R. Grainger
statusmemo.7

angsoee


Page 32

(b)(4)

‘each other Bank, Bank Consulting Services having an

ervices Value equal to such k' table share
g' (determined by allocating among the
sther Ban nm proportion to the sums of the outstanding

principal amount of each such Bank's Loans and the unpaid
BS amount of its Tranche D Obligation). Any Bank, Bank
Affiliate or Services Designee to which Bank Consulting

Services are provided shall pay, in advance or periodically
as requested by the Borrower in accordance with its normal
business practices, all out-of-pocket expenses of the Bor-
rower incurred in connection with the provision of such
“services. The Borrower shall provide such Bank Consulting
Services at the request of any Bank only to the extent that
the provision of such services will not materially impair
“the ability of the Borrower to provide services to unaf-
filiated customers.

, (c) The Borrower shall bill any Services Designee
to which Bank Consulting Services are provided for the Serv-
ices Value of such services in accordance with the Borrower's
customary billing practices and shall, promptly following
receipt of payment therefor, pay to the Bank which designated
such Services Designee such Services Value to the extent
actually received by the Borrower.

(d) The Borrower shall, as promptly as practicable
after the end of each quarter of each Fiscal Year, deliver to
the Agent and each Bank a statement of the chief financial
fe) cer of the Borrower setting forth in reasonable detai
(i) the calculation of the Services Value of all Bank Con-
sulting Services provided to each Bank, each Bank Affiliate
and each Services Designee hereunder during such quarter and
(ii) all payments made to any Bank under subsection (c) above
during such quarter. The Services Value of all Bank Consult~
ing Services provided at the request of any Bank shall be
applied to reduce the anche D Obligations held by such
Bank.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SAmreagTy ere

The Borrower represents and warrants to each Lender
and the Agent that:

oth

CTION 4.01. Corporate Existence and Power. The
a corporation duly incorporated, validly existing
standing under the laws ofthe State of New

Borrower

5
is
and in good

&

OTE TT

RA505 7544

rite ARRON GAME TTIN


Page 49

(b)(4)
ey = other altemative for the bank
group persuade Bain management to accept a
settlement agreement which is acceptable to all bank
members, an similar to the proposal.
(b)(4) presented a (o Bain management recently, which

they adamantly turned down.

RASOST547

13386-11789



(b)(4)

expires or becomes obsolete or after the occurrence of any
event requiring a change in the most recent form so delivered
by it, and such amendments thereto or extensions or renewals
thereof as may be reasonably requested by the Borrower or the
Agent, certifying, in the case of Form 1001, that such Lender
is entitled to receive payments under this Agreement, the
Notes and the Tranche D Certificates without deduction or
withholding of any United States federal income taxes or,

in the case of Form 4224, that payments under this Agreement,
the Tranche D Certificates and the Notes are effectively
connected with the conduct of such Lender's trade or business
in the United States, unless (i) such Lender determines that
such form or amendment will impose on such Lender a material
burden or cost or (ii) an event (including without limitation
any change in treaty, law or regulation) has occurred prior
to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which
would prevent such Lender from duly completing and delivering
any such form with respect to it and such Lender advises the
Borrower and the Agent that it is not capable of receiving
payments without any deduction or withholding of United
States federal income tax.

SECTION 3.11. Bank Consulting Services. (a) In
each of Fiscal 1992, Fiscal 1993 and Fiscal 1994, the Bor-
rower shall provide, at the written request of any Bank
aelivered to the Borrower with a copy to the Agent, and
subject to the terms and conditions set forth in this Section
3.11, consulting services and other services of any type
customarily provided to customers of the Borrower (all such
services provided at the request of any Bank being referred
to as "Bank Consulting Services"). Bank Consulting Services
reguested by any Bank shall be provided to such Bank, a Bank
Affiliate of such Bank designated in such Bank's request, or
any other Person designated in such Bank's request which (i)
is not and has not been a customer of the Borrower or any of
its Subsidiaries on or prior to the date of such request and
(ii) is not in active negotiations with the Borrower regard-
ing the terms of an engagement on the date of such request (a
"Services Designee"). All Bank Consulting Services shall be
valued for all purposes of this Section 3.11 at an amount
(the "Services Value") equal to the amount that the Borrower
would charge an unaffiliated customer for such services at

the Borrower's customary rates.

(b) Bank Consulting Services provided at the
request of any Bank in any Fiscal Year shall not exceed (i)
in the case of BONE, Bank Cansulcino Services having an
aggregate Services Value of land (ii) im the case

-~40~

RA5057543


Page 68

MEMORANDUM

(b)(6)ro: Brian Shelton
FROM: David Cc. Aisenberg
DATE: December 1, 1992
RE: Bain and Company -- Obligor No. 1097-9565 -- Status

REEER ERE RRR HE RERAR RE EEE RRA EHREREEE BERBER EEE REREEERER ERE EK EEERE

The status of my involvement in the above-referenced matter has
not changed since my last report dated November 9, 1992. Please
continue to keep me apprised. I remain available to perform any work
on this credit at your request and as noted in my prior status

reports.

DCA

cc: Andrew R. Grainger
status.wp5-7


Page 8

(3) RELATED DEBT HELD_BY_RECOLL

Legal Principat Total Legal Claim
Obligor Nae Obl igor # Obligation #  Balace_ @PsitD
None
OBLIGOR TOTALS
Total Relationship Aogrecate Legal Balance -_ 30,595
(4) PARTICIPATIONS
OBLIGATION NO. _ 100263.
by(4 (b)(4)
()(4) Net Book
Principal As of Date %
eau MMe Comni tment Balave share
NA
MA
HA
REOOLL/PDIC 70,285 0
(b)(4)
()(4) TOIALS NA 100%

Brief Description of Voting Rights:

Voting rights are complex and require different levels of consensus atorgst the participants depending upon the issue at hand,
In general, a 51% vote of the participants is required to modify or alter the agreenent.

Does RECOLL have its own note? __ YES. is there a Participation Agreanant? YES



Page 22

BAIN & ©.
OBLIGOR #0553264300

~—Erian shelton r ~
6/17/92 The account officer met with Colin Anderson and Gary
Wilkerson of Bain & Co. The purpose of the meeting was to
(by6) ascertain the current status of the borrower and to talk

about the companies previous offer to the bank group in
March, 1992. Specifically, the account officer wanted to
find out _if Bain still had the capacity to pay the bank
nel in cash as part of discounted buy out of the
by4 jcurrently owed to the bank group. The reason this
issue is important is that RECOLL has gotten the bank
group reinterested in looking at ways to deleverage the
balance sheet of Bain either through a 100% participated
buyout of the debt at a discount or through some derivation
which would contemplate paying out REOOLL’s debt to improve
the leveraged state of the balance sheet and leaving the
other banks in the deal. The bank group will be meeting the
last week of June to discuss the situation.

The Bain representatives agreed to run projections and
feasibility analysis to explore both scenarios and also
agreed to consider what Bain’s position would be with
regard to either scenario.

The Bain representatives went on to report that the

campany appears to be-stabilizing its revenue

(b)(4) rate at approximately| Ipex month. ‘The original

running rate proj Or successful campliance with the

present debt structure was per month with a 5% annual (b)(4)
increase each year thereafter until the year 2001. Based

on this information it is clear that Bain will likely defam+,

(b)(4),(b) on the required principal payments in 1993.

(6)

jand RECOLL’s
difficult position (wholly unsecured), the account officer
believes that furtherance of negotiations between the bank
group and Bain to be critical if REQOLL is to recover
anything more than nominal amounts of this debt.

a
Obliger nome OU. iy gt wml? CO,
Oxig0r mory (GOO
Obligation?

Sectioe Ye EZ
Officer | Ext A DOG CO,

RA5O57534

a
a

13386 11789


(b\(4)

Page 59

RECOLL MANAGEMENT CORP. OVERSIGHT COMMITTEE
MEETING MINUTES

PAGE 13

DECEMBER 30, 1992

Mr. Marshall asked the officer why $.29 was being tendered instead of a
higher figure. Mr. Shelton responded that an offer of $.29 would increase
RECOLL’s likelihood of being paid out first as the other creditors may

tender offers at $.30.

Mr. Shelton stated that{__Jonly began showing interest_in the global
restructure proposal as late as mid December and that ob) 4)
not issue a tender offer until all waivers have been submitte as Bain &
Co. cannot accept tender offers on its debt without them, per the loan

agreement). The officer further stated that allowing RECOLL to sign a
waiver would act as an impetus for the other creditors and would not

result in a write-off of any debt.

Mr. Sprague requested that legal concurrence be obtained on two issues as
follows:

The restrictions on the salability of the loan as referred to
on page 3 of the STP; and

b. Claw-back provisions to the guarantors.

RECOLL legal counsel verbally opined that a waiver is required from all of
Bain & Co’s lenders for it to accept any tender offers.

On a motion by Mr. Sprague, seconded by Mr. Marshall, approval was granted
solely to item #1 of the proposal. Item #’s 2 & 3 were tabled for further

addresses.

(b)(4) TWENTY FIRST ORDER OF BUSINESS:

PRESENTING OFFICER:

Proposal:

RASO5 7445



Page 66

MEMORANDUM

OO po: Brian Shelton
FROM: David C. Aisenberg
DATE: January 29, 1993
RE: Bain _and Company -- Obligor No. 1097-9565 -- Status

REE HR NE EEE ERR ER REE RIERA ERE RURERRERER EER RERERE EERE EERE REREREE RE

The status of the above-referenced matter is that last month the
oversight committee turned down our request to tender all or a portion
of this obligation to the borrower at a discounted price of $.30/$1.00
er less. You continue to pursue other negotiations with the borrower
and participant banks te resolve this credit short of awaiting
compliance with the June, 1991 settlement agreement. Please keep me
posted, and let me know whether I may be of any further assistance,

DCA

ce: Andrew R. Grainger
status .wp5-7


Page 39

BRS/56229
3/26/92

(b)(6)

(b)(4)

(b)(4)

(b)(4)

(b\(4)

(b)(4)
(b)(4)

19386 11/88

BAIN AND COMPANY Otficer Ext 7

The writer and Karen Dumas met with representatives of
Bain’s Management Committee and the bank group on 3/25/92.
The purpose of the meeting was to ascertain the status of

the company to discuss the comapany’s proposal to pay
the bank- group in ee hel — lve yo

satisfy the collective senior debt o

It became clear that Ihas absolutely reversed
their position from the previous week and that has-no.
intention of agreeing to any debt forgiveness at this time.
Chase’s position is consistent with that of

restated their

willingness to-accept- the payouw some amount of
term debt in return for a Stantial debt forgiveness.

The other major issue requiring resolution if the banks are
going to come to terms on some variation of the 's

rs ee of what will happen to the
and| ‘ity interest in the accounts
receivable. The company is seeking that the banks release
the security interest in the f the, can obtain
financing for working cppiterL | are_taking
the position that they will release their security interest
only if are paid first money for 100% of the domestic
A/R'Ss and RECOLL have stated that that position is
ridiculous in that] ind Would do well to get. 10%
on the dollar if Bain goes or Business.

RAS057555

(b)(4)
(b)(4)

(b)(4)
(b)(4)

(b)(4)

(8)(4)

(b)(4)


Page 40

(4)

13386 11/83

ERS/el.
ps-be

The banks left the meeting agreeing to talk on March 30 to
determine if there is any common ground with which the bank
group could formulate a counter proposal to the company.

The account officer has researched REOOLL’s options and it
appears that the only two options are to continue with the
existing debt structure or try to facilitate some variation
of the company’s proposal. RECOLL cannot sell its note to
any party other than a bank or other institution, hence
RECOLL cannot negotiate a note sale to Bain or any other
non-bank third party without the bank group’s consent. The
writer did suggest once again to the bank group that RECOLL
would consider a discounted sale of its note if the other

banks did not to entertain the company’s proposal,
but reiterated that they would not consent
to such a sale.

RA5057556


Page 55

Page 2
PS-Bain

The company has now offered a proposal to address this cash
and debt dilemma as follows:

“pen would seek the bank groups consent to utilize
a

(b)(4) pf its cash to retire debt offered by lenders under
offer program. Specifically, each bank will have
the opportunity to submit a bid to the company to tender
its debt interests in either Tranche A, B, Cor Data
price up to, but not exceeding, 30 cents on the dollar.

2. All remaining banks would agree to fix debt service at
5%.

3. Bain will obtain principal amortization relief to the
extent of debt retired (i.e. payments that would have
been required on retired debts are eliminated) .

The bank group asked the company to prepare a revised 10 year
plan which addresses what the company would look like if the
is fully subscribed to ascertain whether or not the
Pe hypothetically) will be enough relief. once
this information is collated and distributed the banks will
reconvene to further discussions on the companies proposal.

(b)(4)

(b\(4)

BRS/kbo
PS~Bain

RA5O057529


Page 28

of each other Bank, Bank Consulting Services having an
off [dere Value equal to such Bank's ratable share
of (determined by allocating among the
other Banks in proportion to the sums of the Outstanding
principal amount of each such Bank's Loans and the unpaid
amount of its Tranche D Obligation). Any Bank, Bank
Affiliate or Services Designee to which Bank Consulting
rvices are provided-shalt pay, in advance or periodically
as requestéd bythe Borrower in accordance he i Ss norita 1
business practices;—all out-of-pocket_expeé:
rower incurred” in Cofnection with the provision Of such
services..-The Borrower shall providé such Bank Consulting
‘Services at the request of any Bank only to the extent that
the provision of such services will not materially impair
the ability of the Borrower to provide services to unaf-

filiated customers.

(c) The Borrower shall bill any Services Designee
to which Bank Consulting Services are provided for the Serv-
ices Value of such services in accordance with the Borrower's
customary billing practices and shall, promptly following
receipt of payment therefor, pay to the Bank which designated
such Services Designee such Services Value to the extent
actually received by the Borrower.

(d) The Borrower shall, as promptly as practicable
after the end of each quarter of each Fiscal Year, deliver to
the Agent and each Bank a statement of the chief financial
officer of the Borrower setting forth in reasonable detail
(i) the calculation of the Services Value of all Bank Con-
sulting Services provided to each Bank, each Bank Affiliate
and each Services Designee hereunder during such quarter and
(ii) all payments made to any Bank under subsection (c) above
during such quarter. The Services Value of all Bank Consult-
ing Services provided at the request of any Bank shall be 4
applied to reduce the Tranche D Obligations held by such

Bank

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to each Lender
and the Agent that:

SECTION 4.01. Corporate Existence and Power. The
Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws ofthe State of New

-41-

paso57540

(b)(4)


Page 58

RECOLL MANAGEMENT CORP. OVERSIGHT COMMITTEE
MEETING MINUTES

PAGE 12

DECEMBER 30, 1992

(b)(4),(b)
(6)
TWENTIETH ORDER OF BUSINESS: Bain & Company
PRESENTING OFFICER: B. Shelton’
Proposal: That authority be granted to:
by4 i. Provide a wai to the company which will allow the company
(b)(4) to utilize of its cash to accept debt tender offers of
up to $.30 on each dollar.
2. Allow RECOLL to tender its in debt at-$.29 or (b)(4)
$8,889M.
3. Write down the remaining legal balance of $22,071M (please

note book balance is only $8,894M due to charge-off prior to
receivership of $19,666M).

The afficer informed Oversight Committee that Bain & Co. currently has
(b)(4) in cash that it would like to use to pay down a portion of its debt.
However, unless all of its creditors submit waivers and tender offers
prior to 12/31/92, it will distribute the cash to senior management in the
form of bonuses. According to the loan agreement, a cash distribution to
its employees in the form of bonuses would not constitute a violation.

Obtigor Name
optigor
Obligations:
Sectionf Ta

RA5057447


Page 67

MEMORANDUM

(b)(6) .
TO: Brian Shelton
FROM: David Cc. Aisenber
DATE: January 5, 1993
RE: Bain and Company -- Obligor No. 1097-9565 -~ Status

HARRAH R EERE EERE EERE REINER HEUER ERR ERR ERE RENE RRR EHEERERERRERR

The status of the above-referenced matter is that last month the
oversight committee approved your ability on behalf of the FDIC as
Receiver to execute a waiver of the June, 1991 Settlement Agreement
with the borrower. The waiver permits the borrower to utilize )(4)
million of its cash balances to accept debt tenders up to 30 cents on
the dollar. You were following up with the committee for approval to
permit the FDIC as Receiver to tender its debt at 29 cents on the
dollar. I understand that you have obtained the borrower’s written
authorization to submit any such tender on or before Friday, January
8, 1993. Please keep me posted, and let me know whether I may be of

any further assistance.

DCA

cc: Andrew R. Grainger
status .wp5-7


Page 4

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Page 47

i oe
Obiugor Name n aciestts TC.

= : :
i

titier| bt aan
FILE COMMENT Through a phone conversation with Colin Anderson,

(b)(6)-04-13-92 Treasurer, it was determined that Bain & Co. had no

terest in further psine a which was

‘presented to them from jand as the bank group

did not accept the proposal dated April 3, 1992 from Bain,
Bain’s senior management has decided to go forth with the

BAIN & 0O., INC.
O553264300———

()(4) _ Bsuetmon

distributioy to management. They have decided
(b)(4) to allocate ‘or bonuses to be disbursed as
(0)(4).(b) follows: ; immedi
| - to be disbursed immediately

f to be disbursed 3/31/93

| Brian Shelton discussed with Mr. Anderson the possibility

| of Bain purchasing REOOLL’s notes at a discount and he did

| show some interest in this. As a result, Mr. Shelton will

i attempt to contact the bank group members to discuss their
agreeing to allow RECOLL to sell its notes to Bain ata

| discount.

©) i f to be disbursed over the next 3 quarters
|

aasse2e! 4

49986 11vea


Page 45

BAIN & COMPANY
0553264300

NT The writers met with the bank group via conference call today to

FILE COMMED
(b)(6) G4-07-92 discuss the restructure proposal which Bain & Company had submitted

(b)(4)
(b)(4)

(b\(4)

(b)(4)

(b)(4)

K.E, DUMAS. the bank group on April 3, 1992. The proposal included the

B.R. SHEL following: [|
Cash payment of | (by(4)
> Senior term-note-of interest priced at

Libor + 2.5% payabl ly, amortized over 5 years with
annual payments of pomieneng 3/31/93;
3. Revenue performance note o non-interest bearing, with
Obligar Hara ‘ TM final maturity of 3/31/2001 any balance remaining after
Obiigor + : ~Conp.— the 3/31/2001 payment would be cancelled. Annual payments to
Obligation # <~be calculated as 10% of Revenue in excess of budget. This
Section {Tab “would be calculated on a cumulative basis (cumulative actual
Officer j Ext ie “revenue vs. cumilative plan revenue) the annual payment in
Af any year exceeds the annual maximum, from-FY93_to_FY58
ano{_Pereafter , the excess would be deferred to the next
year with interest at Libor + 2.5%.

(b)(4)

‘was a significant increase from Bain’s initial offer made@on

10, 1992 which consisted primarily of a cash payment of (b)(4)
lover two years to satisfy in full all outstanding debc—a

the bank group. ‘The forma proposal was mm by the bank

group at a meeting held on 3/25/92 as made it clear at (b)(4)
& meeting that they had no intention OF agre@ing to any debt

forgiveness at that time.

The current proposal from Bain came as a counter proposal to a term
(b)(4) sheet submitted) lin its own capacity as a participant
(b)(4) in-this debt. proposal, which was turned down by Bain’s

senior staff, consis! e following:
(b)(4) 1.—Cash-payment-of .
(b)(4) 2. Senior texm note of interest priced at

(b)(4) are—less-than

Libor + 2.5% payable monthly, amortized over 7 years with

twenty eight consecutive quarterly payments icing
6/30/92. The amortization payments woul: per (b)(4)
quarter for 6/30/92 through 3/31/94, and per_quarter _(b)(4)

for 6/30/94 through 3/31/99;

Income note with no face value requiring annual payments

calculated as a percentage of Shared Cash Flow starting at 34%

of Shared Cash Flow and falling to 10% based on aggregate

payments. ‘The payment percentage falls by 1% for every $M

paid to the holders. ‘The Shared Cash Flow 90% of adjusted

net income fo: iven fiscal year if average cash balances
Tbe 100% of adtiusted net income if average

cash balances are greater than (b)(4)

w

During todays conference call meeting, jproposal-was (b)(4)
discussed in detail as no member of the bank group had received a

(b)(4) copy of this-preposal. [— feelings were that their proposal

waS a proposal that Bain could live with, based on the cash flow
calculations that they performed and they also felt that it would

ng59oee?


Page 70

MEMORANDUM

TO: Brian Shelton

FROM: David C. Aisenberg

DATE: October 8, 1992

RE: Bain and Company -- Obligor No. 1097-9565 _-- Status

DH KH He KH ee OH I RITTER EER HRA ER REE ER HARE REE

The status of the above-referenced matter has not changed since my
status memorandum dated August 11, 1992, except that we have executed
one non-monetary amendment to the restructure agreement. I remain
available to perform any work on this credit at your request and as
noted in my prior status reports.

(b)(6)

DCA

cc: Andrew R. Grainger
status.wp5-7


Page 15
i]

2. Strategy/tiow are we going to collect the Loav?: Thru cash flow generated by Bain & Co., Inc. eamings during the term of the restructure (thru

2001).

Collection strategy incorporates: _X Cash Flow Refinencing _X Restructure Asset Liquidation
Guarantor Sale of Compary other

Do the Following Apply: Litigation
Debt Forgiveness
Sale of Asset by RECOLL

3. Action Plan (must have target dates)

Monitor Bain & Co., Inc. compliance with June 10, 1991 restructure loan agreement. RECOLL has ro alternate course of action absent a default by
Bain. The account officer will follow for required payments and convenant compliance.

4, ER Justification:

Estitrated cash flows are consistent with the renegotiated loan tems as set forth in the June 10, 1991 restructure loan agreement. The ECR for
obligation 313 shows no cash inflow because that cebt is to be forgiven if Bain mets certain performence criteria. It does not bear interest absent

a default.

5. Significant Events (events since the Last report which have occurred toxards realization of the action plan or which have altered the action plan
and materially affected collection)

RECOLL has received its first tuo quarterly interest peyments required by the June 10, 1991 restructure loan agreenent (S312K on 6/28/91 and $516 on

10/2/91). No defaults currently exist in relation to there loans.

6. Current Status (State clearly the current stage of the collection process/action plan. Is the relationship adversarial or consentusl?)

Next quarterly mesting of Bain & Oo., Inc. with its creditors is scheduled for Octeber 9, 1991. Bain is performing tp to egectations.

Docurentat ion:
Describe deficiencies _None.
Describe specific defaults None.

Date of Letter
Notification: Default NOT APPLICABLE (b)(6)
Formal Derand

(9) APPROVALS:

Signature:
Printed Name OC WWE # SOE LE ITE PROCS _Dowach | SIeeear

Phone nunbsers_ S78 = 2932. S78 — 2EK AVR 2GS?
Wait codes MAAQS3ECLY BAM RESET CLO ma Bos? C0
Date: of lGs ioliolsu solo] 2L



1iy4y92
(0)(6) mrlan Shelton

(b)(4)

(b\(4)
(b)(4)

(b)(4)

BRS/kbe
PS-Bain

Page 57

BAIN & CO., INC.
OBLIGOR NO. 0553264300

The account officer met with the bank group and the company
on 11/2/92 to attempt to finalize the debt tender concept to
grable each under to go to their respective credit camittess

ting, which was not attended by

anier ceo. | fe
conceptually to the debt tender concept counsel, who.
did attend the meeting, indicated that his ent

(b)(4)

inexplicably was not in favor of the debt tender concept.

The remaining four 1

collective displeasure a‘ unwillingness to
constructively approach negotiations. The
aske{___ |

once to present a propose] on vhich[ Would
be willing to participate. He indicated he would méét with

his client and prepare a proposal on]

ly indicated their

(b)(4)
(b)(4)

ition.

Obligor Nas ment
Obligor # Os Bug.
Obi;

Otfcer) Ext ‘hoe

RA5057530


(b)(4)

(b)(4)
(b\(4)

(b)(4)

(b\(4)

(b)(4)

Page 2
1/14/93

BRS/kbe

Page 63

The scenarios are as follows:
Scenario One:

Term out tranches A,B,C until the year 2016 and pay the bank
group 5% inet fer ann rate for the term. The company
would set-aside amum for debt service on principal
and interest. RECOLL would receive its 30% share of these
payments resulting in a NPV of $11.574mm (assumes 15%
discount rate, see attached analysis). Unfortumately it will
take the FDIC, as Receiver of the New Bank of New England
("FDIC") 23 years to realize the NPV.

Scenario Two:

Bain would seek a working capital loan of
utilize its present cash balances to buy the all of the
senior bank debt at 30 cents on the dollar. This would

result in immediate payment off

Scenario Three:

The company would utilize its cash balances to buy 50% of
each lenders debt at 30 cents and then term out the remaining
debt of Tranches A,B & C over the original modified loan term
(2001). ‘The interest rate would still be fixed at 5% and the
would still pay $6mm annually for debt service
(P&I). This program would result an NPV of $13.009mm.

After a good deal of di ion the bank group appeared to

fragmented as usual. iked scenario one,
involved full repayment of their debt over time,
and iked scenario two and ffaverned nario.

(b)(4)

(b)(4)

Be)

three. account officer bel reves @ Rnd] All ___(b)(4)_

move to scen; , if necessary, after further
discussion. fortunately appears unwilling to consider
any form of debt forgiveness which is consistent with their
position through time. The account officer did obtain
consent of the bank group and the company to allow REOOLL to
tender its debt at 30 cents if it chooses to reconsider the
tender concept. The account officer only took this position
to provide another window to tender_at the full acquired book
balance and not take the risk that [Will not alter its
consistent position. If| will not consider any form of
debt forgiveness than the Company will end up liquidati
thereby creating a significantly lower result
and this opportunity to get out risk free at thea

balance will vanish. Alternative three would also need to be
approved by Bain’s officers in that they will have to vote to
defer the payment of its 1992 deferred bonus.

The meeting adjourned with the bank group agreeing. to
conference call at 9:00 am, Friday, January 15, 1993.

RA35 99643

(b)(4)

(b)(4)


S17 STL 3266
US. U5 BL UT:26 TOLT

. LOAN ADVICE O7~-2:
BOSTON, Ma 02212~6392

OBLIGoR: BAIN & COMPANY INC

OBLIGOR nor 1097-9565

BAIN & COMPANY inc
DISBURSEMENTS Accr
ATTN BARBARA SEALE
2 COPLEY PL-FIN DEPT STH FL

BOSTON RA 02116 i
i
i THE FOLLOWING NEW LOAN was RADE,
NOTE No TYPE RATE OFF LOAN AREA
looze3 STR Ig 5.0000 Cas CONTROLLED LOAN
AS OF oT FACE AHOUNT OIscount DAILY ACCRUAL MAT DATE ng OF Dy

03-31-93 10,385,000.09 00 16462.3¢111973 03-31-99

NET AMOUKT COMMENT
NEW LOAN 10+385,000.09

/4, 363,756

YOUR NEW LOAN HAS BeEy PROCESSED,

WE ARE PLEASED Tg BE OF SERVICE Tg You.





Page 38
Be = & COMPANY, INC.

#0553264300
Ore ly we received a wire for $312,476.92 for Bain &
K.E. many’s quarterly interest payment due 3/31/92. The
03-30-92 proceeds were applied as follows:
Obligation #182 : $129,753.38 (Interest)
Obligation #190 : 182,723.54 (Interest)

057493

RAS


(b)(6) Page 26

Memorandum
. Obirgs. Nase _
To: Keith A. Hunt, VP . Obigor # Le
From: Christopher N. Sotir, AVP Obligation #
Re: Bain & Company, Inc. Sectonpfab

Date: January 13, 1992 _— a

Please be advised that the FDIC as Receiver of New Bank of New England, NA
is entitled to receive certain consulting services from Bain & Company,
Inc. as set forth in the attached copy of Section 3.11 of the Loan
Agreement dated June 10, 1991.

RA5057538


2)
2)

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Page 2
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ws

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409

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o Cc @



Page 50

BAIN & COMPANY, INC
0553264300

13386 11

FILE COMMENT
(bj ).3-92
K.E, DU

89

On May 11, 1992, RECOLL received $45,429.28 in deferred
interest on Tranche A. This was for the time period
4/6/92 ta 5/6/92. On 5/6/92 the interest rate was
djusted to 5.125% based on LIBOR rate of 4.125% plus 1.0%
| spread. This rate is in effect until 8/6/96.

re,
u

‘igor § Name LegCo
Obiigor # OSB LEIS SA
Ubligation #

Sec ction/Tab
Cificer/Ext, Cra

aaso574st


Page 34

-_ 0553264300 — -
(0)(6FrLE y the writers attended a bank meeting at the law
-E. fice of Davis Polk & Wardwell in New York regarding the
B.SHELTON / above borrower. The meeting was called to discuss the
03-16-92 proposal which Bain presented to its lenders party to the

restructure agreement dated June 14, 1991. The proposal
was as follows:

For Bain to acquire 100% of all the outstanding debt,

comprising tranches A,B,C, at

thereon, held by its lenders] _(b)(4)
(pyc and Bain would pay lin-cash (b)(4)
by at closing and provide al bnsecured note to the

lenders. ‘This note would be retired in two equal annual
installments in March 31, 1993 and March 31, 1994 and pay
quarterly 8% interest on’ the outstanding balance.

(b)(4) ~The million cash payment is excess cash which the
company has projected to have available at its fiscal year
end, the majority of which would be available for the
bonus pool to its officers at a vice president level and
above. According to Mitt Romney of Bain, a majority of
senior officers have stated that they would consider
foregoing all or a portion of their bonuses to eliminate
or substantially reduce the company’s debt.

The lender’s at the meeting discussed the fact that Bain’s
operating performance has deteriorated and it is
questionable whether they will be able to meet revenue
covenants in the near future. Bain fell short of its

revenue targets during the of fiscal 1992.

Revenes are expected to Coal Wersas a budget of (b)(4)
()(4) ja 12~month trailing basis. Based on the last

three of revenues, November thru January, the.
(b)(4) annualized running rate i . If the

company continues at this rate, they will not be in
compliance with the minimum revenue covenant requiring
that on the last day of each month ending after March 31,

1992 and on or prior to March 31, 1993,
‘twelve months then ended shall not be less thar (b)(4)
In order for Bain to be in compliance of this as

of 3/31/92, revenues for February need to total
(b\(4) approximately! mae)

()4) and Sogyested that it would be in the best
imerest of all lenders involved that Bain’s proposal be
considered to prevent. the cash from leaving the company,
| however the resi: be negotiated.
(b)(4) ‘The lender's fron! land stated that they felt
that the first S741 Of the CASH Paydow should be paid to
them first as they hold the Ist lien on the domestic RA5057534
receivables which as of 1/31/92 totalled approximately
(b)(4) with the remainder of the paydown being allocated
| Fro ta based on the debt existing in Tranche A,B & C.

19386 11/89


OEE O* 53 264300

Obligar Nar =2 aE BO
Obligan # —
Onligation # =

Se cena fp aa:
pene jx Ballet
MEMORANDUM free

TO: Karen Dumas

FROM: David C. Aisenberg

DATE: April 7, 1992

RE: Bain and Company -- Obligor No. 1097-9565 ~-- Status

HR KR KA IRR ERR RRR ERE EERIE EEE RE IRE EE RIKER RAI RE ERIE RREERR AE

The status of the above-referenced matter has changed since my
last report dated March 10, 1992. Brian Shelton has now become
involved and you and he have been working with Choate, Hall (cleared
by Don Williams) to negotiate a sale of this obligation.

Meanwhile, an analysis still needs to be done of the provision in
the Settlement Agreement which authorizes Bain to perform "Bank
Consulting Services" in the amount of | (b)(4)
dollars for the years ending March, 1992, Marcon, I993 and Marcn,

1994. This analysis should outline those provisions and address who
was entitled to receive the appropriate services. I understand that,
prior to my involvement, a business decision was made to forego the
benefit of these services for the period ending March, 1992. Please
let me know whether to go forward with this analysis.

In addition, please keep me advised of any other legal issues
which arise and which are not being handled by Choate, Hall.

(b)(6)

DCA

cc: Andrew R. Grainger
statusmemc.7

5354
nso57>


Page 29

(b)(6) Memorandum

To: Keith A. Hunt, VP
From: Christopher N. Sotir, AV]
Re: Bain & Company, Inc.
Date: January 13, 1992

Attached is a copy of Pat O’Neill’s January 13, 1992 memorandum to Steve
Steinour regarding the Bain & Co. consulting services that we are entitled
to pursuant to the Bain loan agreement dated June 10, 1991. Pat
hand-delivered this memo to me this afternoon and we discussed again the
fact that he has had several conversations with Steve on this issue and
that it was at Steve’s insistence that Bain’s provision of these services
be a deal-breaking condition precedent to our entering into the June 10
loan agreement with Bain.

Pat and I also discussed the possibility that the Bain note may be a good
candidate for sale thru our bulk sales group. Please let me know your
thoughts on this latter issue.

RA5O57541


(b

Page 13

(b)(4)
4
(8) STRATEGY/ACTION PLAN (b)( )
1. Background: (to include type of business; original loan ancunt end purpose; definition of the business problem; definition of the collection
problem)

Bain & €o., Inc., menegarent consultants, began a relationship with BNE in Decatber

After a break-ever: FY90, the company reported { (b)(4]

(4)

The restructure egreenent crested 4 categories (or Trenches) of debt labelled A,B,C & D. The Trenches vary in their repayment terms, but general ly
require interest payments only into 1993 [initially at below market, but at escalating rates over time] and then interest end principal payrents
thereafter. Tranche D debt does not require any interest payments [absent a default] ard my be forgiven if certain performance targets are met by
Bain. Principal reductions on REOLL's debt begins in 1995 and maturities for the various Trenches of debt range between 1997 and 2001. RECOLL's

notes #263, 289 and 305 reflect Tranche A,B, & D debt respectively. RECOLL has no Tranche C debt owed te it.

The subject restructure recognized RECOLL's substantially unsecured position prior to restructure, the absence of material unencurbered Bain assets
with which to become secured and the resulting reality that RECOLL can be repaid its debt only thru Bain earings over time, and then only if Bain is

able to reverse its recent severe losses.



Page 65

MEMORANDUM

TO: Brian Shelton
(b)(6)
FROM: David c. Aisenber|
DATE: March i, 1993
RE: Bain and Company -- Obligor No. 1097-9565 =~ Status

RRR RARER ERRRREREA ERE RARE RERRR REE ARR RERRERAR EERE EERE REREREEES

The status of the above-referenced matter is that you continue to
pursue negotiations with the borrower and participant banks to resolve
this credit short of awaiting compliance with the June, 1991
settlement agreement. Please keep me posted, and let me know whether

I may be of any further assistance.

DCA

cc: Andrew R. Grainger
status .wp5-7


Page 51

BR & COMPANY INC.
#0553264300

(DHE 5/11/92 RECOLL received a copy of the unaudited pre-tax

05-14-92 financials for Bain & Com Inc. In summation,

K.E. DUMAS the monthly revenue in March of fell short (b)(4)
of the company’s projected mumber 03 xding to (b)(4)
management the drop in revenues was due primarily to each
of the offices projecting a slightly higher revenue figure
than wh; ived. ‘The month of March ended with a
()(4) loss of| The balance sheet remains illiquid and

(0)(4) na and continues to report a cash balance of

For the 12 month ind led March 31,1902 in reports
(by(4) | a pre-tax loss of pn revenues of (b)(4)

| The company forecasted revenues for April, May and June to
| be as follows
April:

| | 2 way?
\{the company has failed to meet its April projections as
Gye April revenues came in a’ shortfall
the projected number. Based on the April numbers,
‘the company has defaulted under the loan agreement as a
t of the Con ‘ailure to meet the minimum
venue target of| for the twelve-month period ended
wil 30, 1992. According to the notice of default, the

ty will be asking the bank group for a waiver.

(b\(4)

(b\(4)

(b)(4) |

‘Bain management remains skeptical about reaching the May
and June‘s revenue projections as they feel that some
j deterioration could cocur as in the initial March

following six months. The company had very high revenues
| last spring, however they dropped off dramatically during
i the summer and fall and at this point they are not sure if
| that was a fluke or is cyclical. Management does not

| expect. to be out of the default status of the ninimm
revenue targets until October or N «Acco: to
(b)(4) | Gary Wilkinson, Asst. Treasurer, the

| Bain management also reported that officers of the company
felt strongly that the maximm bonus payout allowable

(b)(4) under the loan agreement [——_] be awarded, however, Mitt
i i incing the. to accept
ia} ons
hold the remaini fin reserve for a pre-funding of
the FY93 bonus pool or for the retirement/repurchasing of
debt.

ansosT 494

13386 11/89


Page 53

CORPORATION

RECOLL MANAGEMENT
MEMORANDUM
(6) TO JIM PATRICK, COORDINATOR EASTER MASS. ASSET MARKETING MABOSI9RCL
FROM: JOSEPH F. CORFF, VICE PRESIDENT; MABOS40CL4
DATE: JUNE 15, 1992
RE: PROPOSED SALE OF POOL ASSETS
Hal Cohen:
Karer St
(by(4p-07 (bia)(p)
(Ba )
Bain & Co: Do not sell since these are only partial charge offs
as Clearly reflected on the trial balance besides
RECOLL can not sell these notes without the consent
of the lender group.
(B)(4), 00) on chetten:
(6)
JEC/kbe
M-Patrick

Sbiiger Name
Obligor <4
Obligationg:
Suction | Taber

Gtfleer | ee

i
~

agsaaee®


~~ Page 16

©

REOOLL MANAGEMENT CORPORATION

MEMORANDUM

TO: Karen Gerrish

FROM: Patrick O’Neill

(b)(6)

RE: ain & Conpamy, Inc. (#1097-9565)

DATE: 11/21/91

ae

Ke recently closed on a
involved setting up three new ob
However, when these obligations were set up,
rounded up to whole dollar amounts as follows:

restrucaure of the Bain relationship which
ligations under the above account mumber.
they inadvertently were

Obligation ¢ amount
100263 $10,385,000.00
100289 $14,341,000.00
100305 $ 5,928,868.10
These obligations should be adjusted and set up as follows:

Obligation # Amount
100263 $10,383 ,836.00
100289 $14, 339,597.00

_ 100305 $ 5,931,434.00

> These adjustments should be made retro-active as of 3/21/91 to adjust for

Gual 3
Rttached are copies of

Thank you.

cc: Chris Sotir

these loan

oan payments and any miscellaneous receivables that may exist.
vices for reference.

ans?

990°

he