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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 1994
GENESCO INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 1-3083 62-0211340
------------------------------- ---------------- -------------------
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
Genesco Park, 1415 Murfreesboro Road,
Nashville, TN 37214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 367-7000
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On November 4, 1994, Genesco, Inc. (the "Company"),
announced a restructuring plan and an amendment to its revolving
credit agreement. A copy of the press release issued by the
Company on November 4, 1994 and a copy of the amendment to the
revolving credit agreement are attached as exhibits.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
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(c) Exhibits:
99.1 Press Release dated November 4, 1994.
99.2 Third Amendment to Loan Agreement.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
GENESCO INC.
Date: November 7, 1994 By: /s/ Roger G. Sisson
---------------------------
Roger G. Sisson, Secretary
3
EXHIBIT INDEX
Sequential
No. Exhibit Page
-------- ---------------------------------------- ------------
99.1 Press Release dated November 4, 1994. 5
99.2 Third Amendment to Loan Agreement. 7
4
Exhibit 99.1
PRESS RELEASE
GENESCO ANNOUNCES RESTRUCTURING
PLAN AND REVISED CREDIT AGREEMENT
NASHVILLE, Tenn., Nov. 4, 1994 - Genesco Inc. (NYSE: GCO) today
announced a restructuring plan designed to focus the Company's
operations on its footwear business.
The plan will involve charges of approximately $92.5
million. These charges will be included in the results for the
third fiscal quarter ended Oct. 31, 1994, which will be reported
later this month. They include estimated asset writedowns,
expenses associated with the closing of certain facilities and
employee related costs and benefits.
David M. Chamberlain, president and chief executive officer,
said implementation of the plan will begin immediately. "All
phases are expected to be completed during the fiscal year ending
Jan. 31, 1996. The Company's on-going business lines will be
Johnston & Murphy, Jarman, Journeys, Dockers Footwear, Nautica
Footwear, Laredo Boot Company and Volunteer Leather Company.
These operating units represented $392 million, or 68% the
Company's net sales of $573 million in the fiscal year ending
Jan. 31, 1994. As a result of the decision to strategically
focus on these business lines, we will be divesting both the
Mitre soccer business and University Brands children's shoes."
Chamberlain said, "Mitre is a recognized and successful
international brand in the growing worldwide soccer business.
-more-
Add one - Genesco
We believe its established reputation will make it an attractive
acquisition opportunity for a strategic buyer with international
expertise and financial resources."
"An important element of this restructuring also includes
the decision to divest the men's tailored clothing business.
Although our Greif and GCO Apparel operations contributed $105.0
million in sales in fiscal 1994, the capital now invested in the
apparel business can be more productively employed in our
footwear operations."
Chamberlain added, "We are actively exploring alternatives
which will result in the continuation of the Greif tailored
clothing line and the Career Apparel and GCO Apparel Businesses
through the operations of others."
The Company also announced that the current limit of its
revolving credit agreement has been reduced from $100 million to
$65 million to reflect the downsizing and the borrowing
requirements of the ongoing footwear operations. Genesco
presently has outstanding borrowings and commitments totalling
approximately $44 million through that credit facility. Certain
covenants of the credit agreement have also been adjusted to
reflect the impact of the restructuring charge on the third
quarter results as well as the expected future performance of the
continuing businesses. The limit under the credit agreement will
be reduced to $50 million following April 1995, and is subject to
further reductions in case of certain asset sales. The
expiration of the amended agreement remains August 1996.
Genesco, headquartered in Nashville, is a consumer products
company which manufactures and markets footwear.
Exhibit 99.2
THIRD AMENDMENT TO LOAN AGREEMENT
THIS THIRD AMENDMENT TO LOAN AGREEMENT (the "Third Amendment") dated as
of October 28, 1994, is to that Loan Agreement dated as of August 2, 1993, as
amended by those First and Second Amendments dated as of November 5, 1993 and
January 31, 1994, respectively (hereinafter, such Loan Agreement as so
amended thereby and hereby, and as further amended or modified from time to
time, the "Loan Agreement"; all terms used but not otherwise defined herein
shall have the meanings provided in the Loan Agreement), by and among GENESCO
INC. (the "Borrower"), the banks and financial institutions on the signature
pages hereto (the "Banks"), FIRST NATIONAL BANK OF CHICAGO, as Co-Agent for
the banks (the "Co-Agent"), and NATIONSBANK OF NORTH CAROLINA, N.A., as Agent
for the Banks (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower has requested certain modifications to the Loan
Agreement; and
WHEREAS, the Banks have agreed to the requested modifications on the
terms and conditions herein set forth;
NOW, THEREFORE, IN CONSIDERATION of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
A. The Loan Agreement is amended and modified in the following
respects:
1. The following definitions in Section 1.1 are amended or added,
as appropriate, to read as follows:
"Applicable Margin" means,
(i) in the case of Prime Rate Loans, one-half of one percent
(.5%); and
(ii) in the case of Eurodollar Loans, two and three-fourths
percent (2.75%);
provided, however, commencing on the earlier of May 1, 1995 or the
first Designated Asset Sale Date and continuing monthly thereafter,
the foregoing margins shall increase by .15% per month.
"Commitment Percentage" means, for any Bank, the percentage
set forth opposite the name of such Bank on the signature pages to
the Third Amendment, as such percentage may be adjusted in
accordance with the terms hereof.
"Committed Amount" means, for each Bank, the amount identified
as its Committed Amount opposite such Bank's name on the signature
pages to the Third Amendment as such amount may be reduced pro rata
based on reductions in the Maximum Commitment made in accordance
with the terms hereof.
"Consolidated EBIT" means, with respect to any Person, for any
period, the Consolidated Net Income of such Person for such period
adjusted to exclude (to the extent included therein) Consolidated
Total Income Tax Expense and Consolidated Total Interest Expense.
"Consolidated Interest Coverage Ratio" means, for the
applicable period, the ratio of Consolidated EBIT to Consolidated
Total Interest Expense.
"Consolidated Net Worth" means, as at any date, the sum of the
capital stock (including nonredeemable preferred stock but
subtracting treasury stock) and additional paid-in capital plus
retained earnings (or minus accumulated deficit) of the Borrower
and its Subsidiaries, on a consolidated basis determined in
conformity with GAAP.
"Designated Asset Sale" means (i) the sale by the Borrower of
any its operating divisions or businesses or any of its operating
Subsidiaries for a purchase price in excess of $15,000,000 or (ii)
the sale by any Subsidiary of the Borrower of any operating
division or business of such Subsidiary for a purchase price in
excess of $15,000,000; provided, however, the preceding to the
contrary notwithstanding, a Designated Asset Sale shall not include
the sale or other disposition of any assets of the Borrower or any
Subsidiary or the stock of any Subsidiary in either case comprising
all or any part of discontinued operations as of the quarter ending
as of October 31, 1994.
"Designated Asset Sale Date" means the date upon which any
Designated Asset Sale is consummated.
"Interest Payment Date" means (a) as to Prime Rate Loans, the
last day of each calendar quarter and the Termination Date and (b)
as to Eurodollar Loans, the last day of each Interest Period for
such Loan and the Termination Date. If an Interest Payment Date
falls on a date which is not a Business Day, such Interest Payment
Date shall be deemed to be the next succeeding Business Day, except
that in the case of Eurodollar Loans where the next succeeding
Business Day falls in the next succeeding calendar month, then on
the next preceding Business Day.
"Interest Period" means as to Eurodollar Loans, a period of
one month's duration, as the Borrower may elect, commencing in each
case, on the date of the borrowing (including conversions,
extensions and renewals); provided, however (i) if any Interest
Period would end on a day which is not a Business Day, such
Interest Period shall be extended to the next succeeding Business
Day (except where the next succeeding Business Day falls in the
next succeeding calendar month, then on the next preceding Business
Day), (ii) no Interest Period shall extend beyond the Termination
Date, and (iii) where an Interest Period begins on a day for which
there is no numerically corresponding day in the calendar month in
which the Interest Period is to end, such Interest Period shall end
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on the last day of such calendar month.
"Maximum Commitment" means $65,000,000; provided, however,
(i) the Maximum Commitment shall be reduced by $15,000,000 on
the earlier of (A) April 30, 1995 or (B) the date which is 7
calendar days after the first Designated Asset Sale Date;
(ii) the Maximum Commitment shall be further reduced by the
amount by which the Net Cash Proceeds generated on account of
any Designated Asset Sale exceed $40,000,000. If the amount
of such further reduction does not reduce the Maximum
Commitment to an amount less than the outstanding Letter of
Credit Obligations as of the applicable Designated Asset Sale
Date, such further reduction shall be effective seven calendar
days after such Designated Asset Sale Date. If the amount of
such further reduction does reduce the Maximum Commitment to
an amount less than the outstanding Letter of Credit
Obligations as of the applicable Designated Asset Sale Date,
(A) that portion of such further reduction which does not
reduce the Maximum Commitment to an amount less than the
outstanding Letter of Credit Obligations as of the applicable
Designated Asset Sale Date shall be effective seven calendar
days after such Designated Asset Sale Date and (B) that
portion of such further reduction which does reduce the
Maximum Commitment to an amount less than the outstanding
Letter of Credit Obligations as of the applicable Designated
Asset Sale Date (hereinafter the "Deferred Reduction Amount")
shall be effective upon the earlier of (1) the date forty-five
calendar days after such Designated Asset Sale Date or (2) the
date the Borrower reduces the outstanding Letter of Credit
Obligations as of the applicable Designated Asset Sale Date by
an amount at least equal to the Deferral Reduction Amount.
The Borrower acknowledges and agrees that it shall not be
entitled to borrow Revolving Loans hereunder or have Letters
of Credit issued for its benefit hereunder prior to the time
that the Deferred Reduction Amount becomes effective.
"Net Cash Proceeds" means, with respect to any Designated Asset
Sale, (a) the cash proceeds received by the Borrower or any of its
Subsidiaries, minus (b) the sum of (i) reasonable fees, commissions and
expenses payable to third parties and incurred by the Borrower or such
Subsidiary in connection with such Designated Asset Sale, (ii) taxes
estimated by the Borrower's independent public accountants of national
standing (or estimated in good faith by the Borrower if such accountants
are not able to make their estimation within five Business Days after
the applicable Designated Asset Sale Date) to be payable by the Borrower
or such Subsidiary as a result of and in connection with such Designated
Asset Sale and (iii) any Indebtedness secured by a Lien on any assets
subject to such Designated Asset Sale and required to be repaid in
connection with such Designated Asset Sale.
"Third Amendment" means that certain Third Amendment to Loan
Agreement, dated October 28, 1994, by and among the Borrower, the Co-
Agent, the Agent and the Banks which have executed the same.
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"Total Capital" means, as at any date of determination, as applied
to any Person, (i) all Indebtedness plus (ii) shareholders' equity (as
determined in accordance with GAAP) plus (iii) any principal or interest
to be paid or incurred by the Grief Companies division of the Borrower
as a result of a withdrawal or partial withdrawal from the Amalgamated
Pension Fund, a Multiemployer Plan.
2. The availability of Adjusted CD Loans and Competitive Loans is
hereby terminated. Any and all references to Adjusted CD Loans and
Competitive Loans and the provisions relating thereto are hereby deemed
deleted and in addition, the following definitions in Section 1.1,
together with any references thereto in the Loan Agreement, are deleted:
"Adjusted CD Loan", "Adjusted CD Rate", "Competitive Bid Loan",
"Competitive Bid Note", "Competitive Bid Offer", "Offered Rate", and
"Request for Competitive Bid Loan".
3. The second sentence in Section 2.1 is amended and restated to
read as follows:
Revolving Loans hereunder may consist of Prime Rate Loans and
Eurodollar Loans (or a combination thereof) as the Borrower may
request, and may be repaid and reborrowed in accordance with the
provisions hereof; provided, however, no more than 8 Loans may be
outstanding hereunder at any time.
4. Section 2.4 relating to the applicable interest rate is
amended to read as follows:
2.4 Interest. Subject to the provisions of Section 3.1,
Revolving Loans shall bear interest as follows:
(a) Prime Rate Loans. During such periods as Revolving
Loans shall consist of Prime Rate Loans, at a per annum rate
equal to the sum of the Prime Rate plus the Applicable Margin.
(b) Eurodollar Loans. During such periods as the
Revolving Loans shall consist of Eurodollar Loans, at a per
annum rate equal to the sum of the Eurodollar Rate plus the
Applicable Margin.
(c) [Intentionally Deleted]
(d) Payment of Interest. Interest on Revolving Loans
hereunder shall be payable in arrears on each Interest Payment
Date.
5. Section 2.6 is deleted in its entirety and amended to read as
follows:
2.6 [Intentionally Deleted]
6. Sections 2.10(b) and (c) relating to the Commitment Fee and
Standby Letter of Credit Commission are amended to read as follows:
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(b) Commitment Fee. The Borrower shall pay to the Agent for
the account of each Bank a fee for each Bank on the daily average
Unused Amount for such Bank a rate equal to one-half of one percent
(.5%) per annum of such Unused Amount (such rate to be effective as
of October 28, 1994); provided, however, commencing on the earlier
of May 1, 1995 or the first Designated Asset Sale Date and
continuing monthly thereafter, the foregoing rate shall increase by
.15% per month. The foregoing commitment fee shall be paid
quarterly in arrears on the last day of each calendar quarter
commencing December 31, 1994.
(c) Standby Letter of Credit Commission. In consideration of
the issuance of standby Letters of Credit hereunder, the Borrower
agrees to pay to the Letter of Credit Bank a letter of credit
commission at a per annum rate equal the Applicable Margin for
Eurodollar Loans on the maximum amount available to be drawn under
each of the standby Letters of Credit from the date of issuance to
the date of expiration. Five-sixths (83.33%) of the foregoing
commission shall be shared by the Banks (including the applicable
Letter of Credit Bank in its capacity as a Bank) in accordance with
their respective Commitment Percentages, and the balance of such
commission shall be retained solely by the applicable Letter of
Credit Bank for its own account. The foregoing commission shall be
payable in advance on the date of issuance (or extension) of each
standby Letter of Credit.
7. Section 3.2(b) regarding Mandatory Prepayments is amended to
read as follows:
(b) Mandatory Prepayments.
(i) Commitments. If at any time the sum of the
outstanding principal balances of the Revolving Loans and the
Letter of Credit Obligations shall exceed the then applicable
Maximum Commitment, then the Borrower shall immediately pay
the Agent for the account of the Banks an amount equal to the
deficiency. Payments made hereunder shall be applied first,
to the Revolving Loans (and with respect to the types of
Revolving Loans comprising the Revolving Loans, first to Prime
Rate Loans, and then to Eurodollar Loans in direct order of
their Interest Period maturities), and second, to the Letter
of Credit Obligations.
(ii) Clean-Down Payments.
(A) The Borrower shall reduce the outstanding
principal balance of the Revolving Loans to an amount no
greater than $20,000,000 for 20 consecutive days during
the fourth fiscal quarter of each Fiscal Year.
(B) The Borrower shall reduce the outstanding
principal balance of the Revolving Loans to zero for 20
consecutive days beginning during the first fiscal
quarter of each Fiscal Year of the Borrower (commencing
with the first fiscal quarter of Fiscal Year 1996), with
- 5 -
each such reduction to commence no later than April 15 of
each such Fiscal Year; provided, however, the Borrower
shall not be required to make such reduction during the
first fiscal quarter of any Fiscal Year if the Borrower
has previously completed a reduction in such fiscal
quarter or the prior fiscal quarter pursuant to
subsection (ii)(C) below.
(C) The Borrower shall reduce the outstanding
principal balance of the Revolving Loans to zero for 20
consecutive days during the period commencing on any
Designated Asset Sale Date and ending 45 days thereafter.
(iii) Designated Asset Sales. Within five Business Days
of each receipt by the Borrower or any of its Subsidiaries of
any Net Cash Proceeds from any Designated Asset Sale, the
Borrower shall prepay, or cause such Subsidiary to prepay on
behalf of the Borrower, to the Agent for the account of the
Banks an amount equal to the lesser of (A) the outstanding
principal balance of the Revolving Loans together with all
accrued and unpaid interest thereon or (B) 100% of all Net
Cash Proceeds from each such Asset Sale. Prepayments pursuant
to this subsection (iii) shall be applied to the Revolving
Loans (and with respect to the types of Revolving Loans
comprising the Revolving Loans, first to Prime Rate Loans, and
then to Eurodollar Loans in direct order of their Interest
Period maturities) together with accrued and unpaid interest
thereon. In addition to the foregoing, if the Net Cash
Proceeds generated on account of any Designated Asset Sale
exceed $40,000,000, the Maximum Commitment shall be reduced in
accordance with the definition therefor contained herein.
Nothing contained in this subsection (iii) shall limit the
rights of the Banks under Section 7.6 except as expressly
provided for therein.
8. Section 7.1(1) is deleted.
9. Section 7.3 is amended by (i) deleting the word "and" at the
end of subsection 7.3(f), (ii) deleting the period at the end of
subsection 7.3(g) and replacing it with a semi-colon followed by the
word "and" and (iii) adding the following subsection 7.3(h):
(h) The Borrower may incur customary and reasonable indemnity
obligations in connection with sale of the assets of the Borrower
and its Subsidiaries or the stock of Subsidiaries in either case
anticipated to be sold or otherwise disposed of as described in the
Bankers' Meeting Notebook, dated October 25, 1994, issued by the
Borrower to the Banks.
10. Section 7.5 is amended effective as of October 28, 1994 by
adding the following subsection 7.5.6 thereto:
7.5.6 Deletion of Financial Covenants. Notwithstanding
anything to the contrary contained in this Loan Agreement, the
financial covenants set forth in Sections 7.5.1, 7.5.2, 7.5.3 and
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7.5.6 shall be deleted.
11. Sections 7.5.1, 7.5.2, 7.5.3 and 7.5.6 are further amended
effective as of November 4, 1994 so that such Sections read as follows
as of such date:
7.5.1 Consolidated Net Worth. The Borrower will not permit
Consolidated Net Worth at the end of any quarterly or annual
accounting period to be less than the respective amount set forth
in the table below for each period, increased by the amount, if
any, by which the charges to earnings and asset write-downs
reflected on the Borrower's financial statements at and for the
quarter ending October 31, 1994 are less than $92,500,000:
Quarter Ending Amount
------------------- --------------
October 31, 1994 $15,000,000
January 31, 1995 18,260,000
April 30, 1995 15,760,000
July 31, 1995 15,452,000
October 31, 1995 19,071,000
January 31, 1996 22,264,000
April 30, 1996 20,634,000
July 31, 1996 20,357,000
7.5.2 Consolidated Trading Asset Ratio. Beginning January 31,
1995, the Borrower will not permit the ratio of Consolidated
Current Assets to the sum of Consolidated Current Liabilities plus
Consolidated Senior Funded Indebtedness at the end of any quarterly
or annual accounting period to be less than 1.0 to 1.0.
7.5.3 Consolidated Senior Funded Indebtedness/Total Capital.
Beginning January 31, 1995, the Borrower will not permit the ratio
of Consolidated Senior Funded Indebtedness to Total Capital at the
end of each of any quarterly or annual accounting period to be
greater than .80 to 1.0.
7.5.6 Consolidated Interest Coverage Ratio. Beginning January
31, 1995, as of the end of any quarterly accounting period the
Borrower will maintain, for the applicable period, a Consolidated
Interest Coverage Ratio of not less than:
Quarter Ending Ratio
---------------------------- --------------
January 31, 1995 1.82 to 1.0
April 30, 1995 0.99 to 1.0
July 31, 1995 0.92 to 1.0
October 31, 1995 1.24 to 1.0
January 31, 1996 1.26 to 1.0
April 30, 1996 1.34 to 1.0
July 31, 1996 and thereafter 1.34 to 1.0
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The applicable period for which the Consolidated Interest
Coverage Ratio shall be determined as follows:
Duration of Applicable
Period ending as of
Quarter Ending Date of Determination
----------------- --------------------------
January 31, 1995 One Quarter then ending
April 30, 1995 Two Quarters then ending
July 31, 1995 Three Quarters then ending
October 31, 1995 Four Quarters then ending
and thereafter
12. Section 7.6 is amended by deleting the period at the end of
such Section and replacing it with the following:
and (z) the Borrower or any of its Subsidiaries may sell or
otherwise dispose of the divisions, businesses or Subsidiaries
scheduled to be sold or otherwise disposed of as described in the
Bankers' Meeting Notebook, dated October 25, 1994, issued by the
Borrower to the Banks.
13. Section 8.1.12 is added as follows:
8.1.12 Board Ratification. The failure of the Borrower's
board of directors to ratify the Third Amendment on or before
November 3, 1994.
B. The amendments set forth in Sections 10 and 13 above shall be
effective as of October 28, 1994 upon the receipt by the Agent of the
following in form and substance satisfactory to the Majority Banks:
1. Executed Documents. Executed copies of this Third Amendment
signed by the Borrower and no less than the Majority Banks and the
Agents' Fee letter relating to the fees payable to the Agents in
connection with this Third Amendment.
2. Amendment Fee. Payment to the Agent for distribution to each
Bank an amendment fee equal to .25% of the Committed Amount of each such
Bank.
3. Success Fee. Payment to the Agent for the distribution to
each Bank which has signed this Third Amendment a success fee equal to
.20% of the Committed Amount of each such Bank.
4. Legal Opinion. The favorable legal opinion of Boult,
Cummings, Conners & Berry, counsel to the Borrower, addressed to the
Agent and the Banks and satisfactory to special counsel to the Agent and
the Banks.
C. The amendments set forth in Sections 1 through 9, Section 11 and
Section 12 above shall be effective as of November 4, 1994 upon the receipt
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by the Agent of evidence satisfactory to the Agent that the Borrower's board
of directors has approved this Third Amendment and receipt by the Agent of
the favorable legal opinion of Boult, Cummings, Conners & Berry, counsel to
the Borrower, addressed to the Agent and the Banks and satisfactory to
special counsel to the Agent and the Banks.
D. The Borrower hereby represents and warrants that:
(i) any and all representations and warranties made by the
Borrower and contained in the Loan Agreement (other than those
which expressly relate to a prior period) are true and correct in
all material respects as of the date of this Third Amendment; and
(ii) No Default or Potential Default currently exists and is
continuing under the Loan Agreement simultaneously with the
execution of this Third Amendment.
E. The Borrower will execute such additional documents as are
reasonably requested by the Agent to reflect the terms and conditions of this
Third Amendment.
F. Except as modified hereby and except for necessary modifications to
exhibits to bring such exhibits in conformity with the terms of this Third
Amendment, all of the terms and provisions of the Loan Agreement (and
Exhibits) remain in full force and effect.
G. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Third
Amendment, including without limitation the reasonable fees and expenses of
the Agent's legal counsel.
H. This Third Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original and
it shall not be necessary in making proof of this Third Amendment to produce
or account for more than one such counterpart.
I. This Third Amendment and the Loan Agreement, as amended hereby,
shall be deemed to be contracts made under, and for all purposes shall be
construed in accordance with the laws of the State of Tennesee.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Third Amendment to Loan Agreement to be duly executed under seal and
delivered as of the date and year first above written.
BORROWER: GENESCO, INC.,
a Tennessee corporation
By:_______________________________
Title:____________________________
BANKS:
NATIONSBANKS OF NORTH CAROLINA, N.A.,
individually in its capacity as a
Bank and in its capacity as Agent
Committed Amount:
-----------------
$16,250,000 By:______________________________
Title:___________________________
Committed Percentage:
---------------------
25.00%
FIRST NATIONAL BANK OF CHICAGO,
individually in its capacity as a
Bank and in its capacity as Co-Agent
Committed Amount:
-----------------
$13,000,000 By:______________________________
Title:___________________________
Committed Percentage:
---------------------
20.00%
FIRST AMERICAN NATIONAL BANK
Committed Amount:
-----------------
$8,125,000 By:______________________________
Title:___________________________
Committed Percentage:
---------------------
12.50%
CIBC, INC.
Committed Amount:
-----------------
$8,125,000 By:______________________________
Title:___________________________
Committed Percentage:
---------------------
12.50%
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THE HONG KONG AND SHANGHAI BANKING
CORPORATION LIMITED
Committed Amount:
-----------------
$6,500,000 By:______________________________
Title:___________________________
Committed Percentage:
---------------------
10.00%
FIRST UNION NATIONAL BANK OF
TENNESSEE
Committed Amount:
-----------------
$6,500,000 By:______________________________
Title:___________________________
Committed Percentage:
---------------------
10.00%
THIRD NATIONAL BANK IN NASHVILLE
Committed Amount:
-----------------
$6,500,000 By:______________________________
Title:___________________________
Committed Percentage:
---------------------
10.00%
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