-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KP4e/XOGHabscPZG36KXY+QZA+RBV3A1RZKGr3lajtKUlnr4wV5zcSfOxmmtm5lE v217GPispLeAtIbE2Iwsrg== 0000950127-99-000122.txt : 19990409 0000950127-99-000122.hdr.sgml : 19990409 ACCESSION NUMBER: 0000950127-99-000122 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990408 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAFF LEASING INC CENTRAL INDEX KEY: 0001035185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 650735612 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53043 FILM NUMBER: 99589120 BUSINESS ADDRESS: STREET 1: 600 301 BLVD W STREET 2: STE 202 CITY: BRADENTON STATE: FL ZIP: 34205 BUSINESS PHONE: 9417484340 MAIL ADDRESS: STREET 1: 600 301 BLVD W STREET 2: STE 202 CITY: BRADENTON STATE: FL ZIP: 34205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PARIBAS CENTRAL INDEX KEY: 0000872786 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132937443 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128413200 MAIL ADDRESS: STREET 1: 787 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Staff Leasing, Inc. ---------------------------------------- (Name of Issuer) Shares of Common Stock, ($.01 par value) ---------------------------------------- (Title of Class of Securities) 0008523811 (CUSIP Number) with copies to: Gary Binning John M. Reiss, Esq. Paribas White & Case LLP 787 Seventh Avenue 1155 Avenue of the Americas New York, NY 10019 New York, NY 10036 (212) 841-2141 (212) 819-8247 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 2, 1999 ---------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or13d-1(g), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ------------ SCHEDULE 13D - --------------------------------- CUSIP No. 0008523811 - --------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paribas I.R.S. Identification No. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP / / (a) /X/ (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of France - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING PERSON 0* WITH -------------------------------------------- 8 SHARED VOTING POWER 0 -------------------------------------------- 9 SOLE DISPOSITIVE POWER 0* -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON BK - -------------------------------------------------------------------------------- * Paribas may be deemed to be the beneficial owner of the Common Stock of Staff Leasing, Inc. reported herein through its ownership of Paribas North America, Inc. Such shares of Staff Leasing, Inc. are not included above so as to avoid double counting. - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paribas North America, Inc. I.R.S. Identification No. 13-1929559 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP / / (a) /X/ (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING PERSON 425,000* WITH -------------------------------------------- 8 SHARED VOTING POWER 0 -------------------------------------------- 9 SOLE DISPOSITIVE POWER 425,000* -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 425,000* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON Co - -------------------------------------------------------------------------------- * Paribas North America, Inc. may be deemed to be the beneficial owner of the Common Stock of Staff Leasing, Inc. reported herein by Paribas Principal, Inc. through its ownership of Paribas Principal, Inc. Such shares of Staff Leasing, Inc. are not included above so as to avoid double counting. - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paribas Principal Incorporated I.R.S. Identification No. 13-3529118 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP / / (a) /X/ (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of New York - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER OWNED BY EACH REPORTING PERSON 2,321,891 WITH -------------------------------------------- 8 SHARED VOTING POWER 0 -------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,321,891 -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,321,891 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON Co - -------------------------------------------------------------------------------- Paribas, Paribas North America, Inc. ("PNA") and Paribas Principal, Incorporated ("PPI" and collectively with Paribas and PNA, the "Reporting Persons") hereby amend the report on Schedule 13D, dated March 19, 1999 (the "Schedule 13D"), filed by PNA, PPI and Paribas in respect of shares of Common Stock, par value $.01 per share (the "Common Stock"), of Staff Leasing, Inc., a Delaware corporation (the "Company"). Capitalized terms used but not defined herein shall have the meaning attributed to such terms in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Schedule 13D is hereby amended by adding at the end thereof the following: "In connection with the proposed transactions, Leasing Acquisition, Inc., an affiliate of PPI, has received from Merrill Lynch Capital Corporation ("MLCC") a commitment letter (the "Commitment Letter") (attached hereto as Exhibit 5), for up to $100 million of senior secured bank debt. MLCC's commitment is subject to customary conditions including no disruption or material adverse change in or affecting the domestic or international loan syndication or financial, banking or capital markets conditions generally, MLCC's completion of its due diligence and MLCC's satisfaction, in its sole discretion, therewith and there not having occurred or become known any material adverse change in the business, assets, operations, properties, financial condition or liabilities (contingent or otherwise). Pursuant to a separate letter of the same date (the "Highly Confident Letter") (attached hereto as Exhibit 6) Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill") expressed that it is highly confident that it can sell or place $150 million of unsecured senior subordinated notes in connection with the Merger. Merrill's expression of confidence is based on conditions similar to those contained in the Commitment Letter, including those described in the second preceding sentence." ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended by adding the following after the fourth paragraph thereof: "In order to provide additional information with respect to the transactions described in the Proposal Letter, on April 2, 1999, the Purchaser and PPI provided the following letter to the Special Committee of the Board of the Directors of the Company: April 2, 1999 Special Committee of the Board of Directors Staff Leasing, Inc. 600 301 Boulevard West Suite 202 Bradenton, Florida 34205 Attention: George B. Beitzel Chairman Dear Mr. Beitzel: Paribas Principal Partners ("PPP") by letter dated March 17, 1999 proposed to acquire Staff Leasing, Inc. (the "Company") through the merger of Transport Labor Contract/Leasing, Inc. (the "Purchaser") into the Company. At this time the Purchaser and PPP, through its affiliate Paribas Principal Inc., would like to offer to acquire all of the outstanding capital stock of the Company pursuant to the Merger described below, subject to customary conditions for a transaction of this type, including without limitation, the conditions described below. We would also like to take this opportunity to provide to the Special Committee and its advisors additional details of our offer. The Purchaser would enter into a merger agreement with the Company, pursuant to which holders of the common stock of the Company would receive $17.50 per share in cash for their shares in the Company. The Purchaser would merge (the "Merger") with and into the Company, with the Company as the surviving entity in the Merger. In connection with the Merger, certain strategic stockholders of the Company and their related parties would be given the opportunity to exchange their equity interests in the Company for equity interests in the surviving entity on a tax-free basis. Based on publicly available information, we believe the total purchase price for all outstanding common shares of the Company would be approximately $382 million based on 21.8 million shares outstanding as of March 10, 1999. We have also assumed that additional funds of approximately $30 million would be required to make certain payments to current stockholders for outstanding options and to cover transaction fees and expenses. The total amount of funds for the transactions described above would therefore be approximately $412 million and would be funded with a combination of debt and exchanged equity as described above and, under the circumstances described below, additional equity to be provided by PPP. The debt financing (the "Debt Financing") would consist of $250 million of bank debt and senior subordinated notes. Enclosed herewith is a commitment letter from Merrill Lynch Capital Corporation for $100 million of senior bank financing and a highly confident letter from Merrill Lynch, Pierce, Fenner & Smith Incorporated with respect to $150 million of senior subordinated notes. Alternatively, if the Special Committee desires we have been informed by Merrill that they are also prepared to deliver a commitment for $185 million of senior bank financing and a bridge commitment for $65 million of unsecured senior subordinated interim debt. This second structure would, of course, allow the transaction to be consummated prior to the completion of a high yield offering. The existing equity interests of PPP and its affiliates in the Company and the Purchaser and the exchange by certain strategic stockholders of the Company of their equity interests in the Company for equity interests in the surviving entity would provide the equity for the transaction. In the event that additional cash were to be required to cash out strategic shareholders then, subject to the terms and conditions of this offer, PPP would provide additional cash equity. This offer is conditioned upon the negotiation of mutually satisfactory transaction documents, which would include a merger agreement between the Purchaser and the Company and stock option and voting agreements with all stockholders of the Company who are officers or directors of the Company and other large stockholders of the Company. The merger agreement would contain customary terms and conditions, including without limitation, representations and warranties, covenants, closing conditions, a no-shop provision and break-up and expense reimbursement provisions customary for a transaction of this type. This offer is also conditioned upon the nonapplicablity to the transactions contemplated hereby of any state takeover statutes, "poison pills" and any supermajority or similar charter provisions; receipt of the proceeds of the Debt Financing; the Company having unrestricted cash on hand of at least $56 million immediately prior to the Merger; satisfactory arrangements with existing management as to the terms of their continued employment; and other conditions to closing customary for a transaction of this type. Assuming satisfactory completion of our due diligence we would not expect the definitive transaction documents to contain any contingency relating to workers compensation arrangements. While we would clearly prefer to obtain recapitalization accounting treatment, we would consider not having it as a condition in the merger agreement. This offer is also subject to PPP and its advisors and financing sources being given full access to the Company, its officers, directors, employees, customers, insurance providers (and potential insurance providers), accountants and other relevant persons for the purpose of conducting due diligence and to PPP's satisfaction, in its sole discretion, with the results of such diligence. Because we are, and our financing source is, very familiar with the Company and the PEO industry generally, we believe that we both can complete our due diligence in an expeditious manner. PPP and its financial and legal advisors are prepared to meet with you and your advisors at your convenience to provide any additional information on this offer. PPP is very excited about this transaction. We believe this offer provides full value to your stockholders but we remain flexible with respect to all aspects of the offer. We look forward to having the opportunity to conduct our due diligence. This offer is open until 5:00 p.m. on April 9, 1999. Thereafter, we reserve the right to withdraw this offer at any time and for any reason. Very truly yours, PARIBAS PRINCIPAL INC. TRANPORT LABOR CONTRACT/ LEASING, INC. By: /s/ GARY A. BINNING By: /s/ GARY A. BINNING ------------------------- ------------------------- Gary A. Binning Gary A. Binning cc: Robert A. Kindler, Esq. James Katzman In connection with the approval by the Board of Directors of the Purchaser of the merger of the Purchaser with and into the Company, the Board authorized a Merger Committee consisting of Gary Binning to pursue the transactions described in the letter referred to above." ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows: "Set forth in the table below is the number and percentage of shares of Common Stock beneficially owned by each Reporting Person. None of the Reporting Persons beneficially owns shares of any other class of capital stock of the Company.
Number of Shares Number of Shares Beneficially Owned Beneficially Owned Aggregate Number of Percentage of with Sole Voting and with Shared Voting Shares Beneficially Class Beneficially Name Dispositive Power and Dispositive Power Owned Owned Reporting Persons 2,746,891 0 2,746,891 12.6% PPI 2,321,891 0 2,321,891 10.2% PNA 425,000 0 425,000 1.9% Paribas 0 0 0 0% Pursuant to Rule 13d-3 under the Exchange Act, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power" (which includes the power to vote or to direct the voting of such security) or "investment power" (which includes the power to dispose or to direct the disposition of such security). A person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership (such as by exercise of options or pursuant to a conversion feature of a security) on or within 60 days after the date hereof. In addition, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may disclaim any beneficial interest. The percentages of Common Stock indicated in this table are based on the 21,819,767 shares of Common Stock outstanding as of March 10, 1999, as disclosed in the Company's most recent Form 10-K filed with the Securities and Exchange Commission. Any Common Stock not outstanding which is subject to options or conversion privileges which the beneficial owner had the right to exercise on or within 60 days after the date hereof is deemed outstanding for purposes of computing the percentage of Common Stock owned by such beneficial owner but is not deemed outstanding for the purpose of computing the percentage of outstanding Common Stock owned by any other beneficial owner. Includes (i) 1,323,521 shares of Common Stock owned of record by PPI, (ii) warrants to purchase 998,370 shares of Common Stock owned of record by PPI, and (iii) 425,000 shares of Common Stock owned of record by PNA. Includes (i) 1,323,521 shares of Common Stock owned of record by PPI, and (ii) warrants to purchase 998,370 shares of Common Stock owned of record by PPI. Includes 425,000 shares of Common Stock owned of record by PNA. PNA may be considered the beneficial owner of the shares reported by PPI herein through its ownership of PPI. Such shares are not included in the table so as to avoid double counting. Paribas may be considered the beneficial owner of the shares reported by PPI and PNA herein through its ownership of PNA. Such shares are not included in the table so as to avoid double counting.
To the best knowledge of Paribas, PPI and PNA, no executive officer or director of PPI or PNA beneficially own any securities of the Company except certain executive officers and directors of PNA and PPI beneficially own an aggregate of 154,951 shares of Common Stock (representing 0.7% of the outstanding shares of Common Stock) and warrants exercisable into 153,569 shares of Common Stock (representing 0.7% of the outstanding shares of Common Stock) and have sole voting and dispositive power with respect thereto. The Reporting Persons do not have any reason to believe that any executive officer or director of Paribas beneficially owns any securities of the Company although no actual inquiry of such persons has been made." ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibits are filed with this statement: 5. Commitment Letter, dated April 2, 1999, from Merrill Lynch Capital Corporation to Leasing Acquisition, Inc. 6. Highly Confident Letter, dated April 2, 1999, from Merrill Lynch, Pierce, Fenner & Smith Incorporated to Leasing Acquisition, Inc. SIGNATURE Each Reporting Person certifies that, after reasonable inquiry and to the best of its knowledge and belief, the information set forth in this statement is true, complete and correct. Dated: April 7, 1999 PARIBAS By: /s/ Gary A. Binning ---------------------------- Name: Gary A. Binning Title: Managing Director PARIBAS NORTH AMERICA, INC. By: /s/ John G. Martinez ---------------------------- Name: John G. Martinez Title: Financial Controller PARIBAS PRINCIPAL INCORPORATED By: /s/ Gary A. Binning ---------------------------- Name: Gary A. Binning Title: Director EX-99 2 COMMITMENT LETTER MERRILL LYNCH CAPITAL CORPORATION World Financial Center North Tower 250 Vesey Street New York, New York 10281 April 2, 1999 Leasing Acquisition, Inc. c/o Paribas Principal Partners 787 7th Avenue New York, New York 10019 RE: PROJECT MOBY DICK -- CREDIT FACILITIES COMMITMENT LETTER Ladies and Gentlemen: Leasing Acquisition, Inc., a wholly-owned subsidiary of Paribas Principal, Inc. ("you") has advised Merrill Lynch Capital Corporation ("Merrill Lynch" or "we" or "us") that certain affiliates of Leasing Acquisition, Inc. (including Paribas Principal Inc., collectively, "Sponsor") hold an equity position in a company previously identified to us and code named Whale ("Target" or "Borrower"). You have advised us that (i) Transport Labor Contract Leasing, Inc. ("Purchaser"), a company operating in the professional employer organization ("PEO") industry and in which Sponsor has a substantial equity interest intends to merge with and into Target pursuant to a merger agreement (the "Merger Agreement") to be entered into between Purchaser and Target; (ii) pursuant to the Merger Agreement, Purchaser will merge (the "Merger") with and into Target, with Target as the survivor; (iii) at the date of consummation of the Merger (the "Closing Date"), the existing stockholders of Target, other than Sponsor and its affiliates and certain other stockholders, immediately prior to the Merger (the "Cashed-Out Stockholders") will receive an amount of cash mutually acceptable to you and us for each share of common stock held by such stockholder (and such shares shall be canceled); (iv) the total purchase price for the common stock of the Cashed-Out Stockholders of Target will not exceed $228.0 million; (v) pursuant to the Merger Agreement, management of Target and Sponsor and its affiliates and certain other stockholders (collectively, the "Rollover Shareholders") will retain their equity interests in Target; (vi) prior to the Merger, Purchaser will repurchase (the "Share Repurchase") certain outstanding shares of common stock held by certain shareholders of Purchaser for aggregate consideration acceptable to us; and (vii) the sources and uses of the funds necessary to consummate the Merger and the related transactions are set forth on Annex I to this Commitment Letter. In addition you have advised Merrill Lynch that in connection with the consummation of the Merger, (a) Borrower will raise gross cash proceeds of not less than $150.0 million from the offering (the "Senior Subordinated Note Offering") by it of unsecured senior subordinated notes due 2009 (the "Senior Subordinated Notes") having no scheduled principal payments prior to maturity; and (b) Borrower will enter into the senior secured credit facilities (the "Credit Facilities") described herein. The Merger, the Senior Subordinated Note Offering, the Share Repurchase, the entering into and borrowings under the Credit Facilities by the parties herein described and the other transactions described above entered into and consummated in connection with the Merger are herein referred to as the "Transactions". You have requested that Merrill Lynch commit to provide to Borrower up to $100.0 million aggregate principal amount under the Credit Facilities to finance the Transactions and certain related fees and expenses. Accordingly, subject to the terms and conditions set forth below, Merrill Lynch hereby agrees with you as follows: 1. Commitment. Merrill Lynch hereby commits to provide to Borrower the Credit Facilities upon the terms and subject to the conditions set forth or referred to herein, in the Credit Facilities fee letter (the "Fee Letter") dated the date hereof and delivered to you, and in the Summary of Terms and Conditions attached hereto (and incorporated by reference herein) as Exhibit A (the "Term Sheet"). 2. Syndication. We reserve the right and intend, prior to or after the execution of the definitive documentation for the Credit Facilities (the "Credit Documents"), to syndicate all or a portion of our commitment to one or more financial institutions (together with Merrill Lynch, the "Lenders"). Our commitment hereunder is subject to our (or one of our affiliates') acting as sole and exclusive lead arranger of and syndication and documentation agent for the Credit Facilities. We (or one of our affiliates) will manage all aspects of the syndication (in consultation with you), including decisions as to the selection of potential Lenders reasonably acceptable to Borrower to be approached and when they will be approached, when their commitments will be accepted and which Lenders will participate and the final allocations of the commitments among the Lenders (which are likely not to be pro rata across facilities among Lenders), and we will exclusively perform all functions and exercise all authority as customarily performed and exercised in such capacities, including selecting counsel for the Lenders and negotiating the Credit Documents. Any agent or arranger titles (including co-agents) awarded to other Lenders are subject to our prior approval and would not entail any role with respect to the matters referred to in this paragraph without our prior consent. You agree that no Lender will receive compensation outside the terms contained herein and in the Fee Letter in order to obtain its commitment to participate in the Credit Facilities. We may select a Lender (who shall be reasonably acceptable to you) to act as an administrative agent (the "Administrative Agent") for the Credit Facilities to perform such ministerial and administrative functions as we shall reasonably designate. We intend to commence the syndication promptly and you agree actively to assist us in achieving a timely syndication that is satisfactory to us. The syndication efforts will be accomplished by a variety of means, including direct contact during the syndication between senior management, advisors and affiliates of Borrower on the one hand and the proposed Lenders on the other hand. You agree to, promptly, upon our request, (a) provide, and cause your affiliates and advisors to provide, and use your best efforts to have Purchaser and Target provide, to us all information deemed necessary by us to complete successfully the syndication, including information and projections (including updated projections) contemplated hereby, (b) assist, and cause your affiliates and advisors to assist, and use your best efforts to have Purchaser and Target assist, us in the preparation of a Confidential Information Memorandum and other marketing materials to be used in connection therewith, and (c) make available representatives of Purchaser, Target and their respective subsidiaries. You also agree to use your best efforts to ensure that our syndication efforts benefit materially from your (and your affiliates') existing lending relationships. To the extent that the syndication of a credit facility or debt financing in connection with any other investment by Sponsor could disrupt or otherwise interfere with the orderly syndication of, the Credit Facilities, you will provide us with reasonable prior notice thereof and, upon our reasonable request, endeavor in good faith to coordinate such syndication and the syndication of the Credit Facilities consistent with the terms hereof. 3. Fees. As consideration for Merrill Lynch's commitment hereunder and its agreement to arrange, manage, structure and syndicate the Credit Facilities, you agree to pay to Merrill Lynch the fees as set forth in the Fee Letter. 4. Conditions. Merrill Lynch's commitment hereunder is subject to the conditions set forth elsewhere herein and in the Term Sheet. For purposes of this Commitment Letter and the Term Sheet, the "subsidiaries" of Purchaser shall be deemed to include those who will become subsidiaries of Purchaser in connection with the consummation of the Transactions. Merrill Lynch's commitment hereunder is also subject to (a) no disruption or material adverse change (or development reasonably likely to result in a material adverse change) shall have occurred in or affecting the domestic or international loan syndication or financial, banking or capital market conditions generally from those in effect on the date hereof, and no banking moratorium shall have been declared by federal or New York State banking authorities and shall be continuing; (b) we shall be satisfied that, prior to and during the syndication of the Credit Facilities, there is no competing syndication or issuance, or announcement of a syndication or issuance, of any credit facility or debt security of Purchaser, Target, or any of their respective subsidiaries or affiliates, including renewals thereof, other than the Senior Subordinated Note Offering and the Credit Facilities and Sponsor shall not have failed to endeavor in good faith to coordinate the syndication of any other credit facility or debt financing relating to another investment by Sponsor such that there has been a disruption or interference with the syndication of the Credit Facilities; (c) we shall be reasonably satisfied with all terms of the Transactions and we shall have had the opportunity to review and shall be reasonably satisfied with the Merger Agreement (and all exhibits, schedules appendices and attachments thereto); (d) we shall have completed our due diligence investigation of Purchaser, Target and their respective subsidiaries both before and after giving effect to the Transactions in scope, and with results, satisfactory to us in our sole discretion and, in connection therewith, we shall have been given such access to information regarding Purchaser, Target and their respective subsidiaries as we shall have requested including, without limitation, access to the management, records, books of account, contracts and properties of Purchaser, Target and their respective subsidiaries and we shall have received such financial, business and other information regarding Purchaser, Target and their respective subsidiaries as we shall have requested; (e) Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") shall have been retained by Borrower as sole and exclusive underwriter, placement agent or initial purchaser with respect to the Senior Subordinated Note Offering pursuant to an engagement letter (the "Engagement Letter") in form and substance satisfactory to Merrill Lynch and such Engagement Letter shall be in full force and effect and Borrower shall not be in breach thereof; and (f) none of the Information or Projections (each as defined in Section 5 hereof) shall be misleading or incorrect in any material respect. 5. Information and Investigations. You hereby represent and covenant that (a) all information and data (excluding financial projections) concerning Sponsor, Purchaser, Target, their respective subsidiaries and the Transactions that have been made or will be prepared by or on behalf of you or any of your affiliates, representatives or advisors and that have been or will be made available to Merrill Lynch or any Lender (whether prior to or after the date hereof), taken as a whole (the "Information"), does not and will not, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements are made, and (b) all financial projections concerning Borrower and its subsidiaries and the transactions contemplated hereby (the "Projections") that have been made or will be prepared by or on behalf of you or any of your affiliates, representatives or advisors and that have been or will be made available to Merrill Lynch or any Lender (whether prior to or after the date hereof) have been and will be prepared in good faith based upon assumptions believed by you to be reasonable; provided, that no assurance can be given that such Projections will be attained and it is possible that actual results will differ from results set forth in the Projections. You agree to supplement the Information and the Projections from time to time until the Closing Date and, if requested by us, for a reasonable period thereafter necessary to complete the syndication of the Credit Facilities so that the representation and covenant in the preceding sentence remain correct. In syndicating the Credit Facilities we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent check or verification thereof. 6. Indemnification. You agree (i) to indemnify and hold harmless Merrill Lynch and each of the other Lenders and their respective officers, directors, employees, affiliates, agents and controlling persons (Merrill Lynch and each such other person being an "Indemnified Party") from and against any and all losses, claims, damages, costs, expenses and liabilities, joint or several, to which any Indemnified Party may become subject under any applicable law, or otherwise related to or arising out of or in connection with this Commitment Letter, the Fee Letter, the Term Sheet, the Credit Facilities, the loans under the Credit Facilities, the use of proceeds of any such loan, any of the Transactions or any related transaction and the performance by any Indemnified Party of the services contemplated hereby and will reimburse each Indemnified Party for any and all reasonable expenses (including counsel fees and expenses) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of Sponsor, Purchaser, Target or any of their respective affiliates and whether or not any of the transactions contemplated hereby are consummated or this Commitment Letter is terminated, except to the extent found in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified Party's bad faith or gross negligence and (ii) not to assert any claim against any Indemnified Party for consequential, punitive or exemplary damages on any theory of liability in connection in any way with the transactions described in or contemplated by this Commitment Letter. You agree that, without Merrill Lynch's prior written consent, neither you nor any of your affiliates or subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the indemnification provisions hereof (whether or not Merrill Lynch or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (i) includes an unconditional written release in form and substance satisfactory to the Indemnified Parties of each Indemnified Party from all liability arising out of such claim, action or proceeding and (ii) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against you or any of your subsidiaries or affiliates in which such Indemnified Party is not named as a defendant, you agree to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and expenses of its legal counsel, and to compensate Merrill Lynch in an amount to be mutually agreed upon. 7. Expenses. You agree to reimburse Merrill Lynch and its affiliates for their reasonable out-of-pocket expenses (including, without limitation, all due diligence investigation expenses, fees of consultants engaged with your consent, syndication expenses, appraisal and valuation fees and expenses, travel expenses, and the reasonable fees, disbursements and other charges of counsel (including local counsel)) incurred in connection with the negotiation, preparation, execution and delivery, waiver or modification, administration, collection and enforcement of this Commitment Letter, the Term Sheet, the Fee Letter and the Credit Documents and the security arrangements (if any) in connection therewith and whether or not the Transactions are consummated or any extensions of credit are made under the Credit Facilities or this Commitment Letter is terminated or expires. 8. Confidentiality. This Commitment Letter, the Term Sheet, the contents of any of the foregoing and our and/or our affiliates' activities pursuant hereto or thereto are confidential and shall not be disclosed by or on behalf of you or any of your affiliates to any person without our prior written consent, except that you may disclose this Commitment Letter and the Term Sheets (i) to your, Purchaser's' and Target's officers, directors, employees and advisors, and then only in connection with the Transactions and on a confidential basis and (ii) following your acceptance hereof, as you are required to make by applicable law (including pursuant to the Securities Act of 1933, as amended and the rules promulgated thereunder and the Securities Exchange Act of 1934, as amended and the rules promulgated thereunder (collectively, the "Securities Acts")) or compulsory legal process (based on the advice of legal counsel); provided, however, that in such event you agree to give us prompt notice thereof and to cooperate with us in securing a protective order in the event of compulsory disclosure (other than with regard to compulsory disclosure required by the Securities Acts). You agree that you will permit us to review and (other than in respect of any disclosure required by the Securities Acts) approve any reference to Merrill Lynch or any of its affiliates in connection with the Credit Facilities or the transactions contemplated hereby contained in any press release or similar public disclosure prior to public release. You agree that we and our affiliates may share information concerning Sponsor, Purchaser, Target and their respective subsidiaries among ourselves for purposes of evaluating and completing the transactions contemplated hereby. 9. Termination. In the event that (i) Merrill Lynch becomes aware of or discovers new information or developments concerning conditions or events previously disclosed to Merrill Lynch that Merrill Lynch believes is inconsistent in any material respect with the Projections or the Information provided to Merrill Lynch prior to the date hereof or has had or could reasonably be expected to have a material adverse effect on the Transactions or the business, assets, operations, properties, financial condition or liabilities (contingent or otherwise) of Borrower, together with its subsidiaries taken as a whole (after giving effect to the Transactions) since December 31, 1997 (or, if Merrill Lynch has received audited consolidated financial statements for Borrower and its consolidated subsidiaries at and for fiscal year ended December 31, 1998 with the unqualified opinion of Borrower's current auditor accompanying such financials and Merrill Lynch is, in its sole discretion, satisfied with such opinion and financial statements, December 31, 1998); (ii) on any date on or prior to the Closing Date the condition set forth in clause (a) of the second paragraph of Section 4 hereof would not be satisfied if such date were the Closing Date; or (iii) the Merger Agreement is terminated or expires or the effort to acquire Target is abandoned, this Commitment Letter and Merrill Lynch's commitment hereunder shall terminate upon written notice by Merrill Lynch; provided, however, that in the case of clauses (i) and (ii) of this Section 9, we shall not be permitted to terminate our commitment unless there shall be no reasonable expectation that prior to the originally scheduled date of termination of this Commitment Letter the events giving rise to the right of termination shall be able to be cured; it being understood that no such deferral of the right to terminate this Commitment Letter shall in any event be in derogation of the right of the Lenders to require the satisfaction of all conditions set forth in the Term Sheet under the caption "Conditions to Effectiveness and to Initial Loans" prior to making any extension of credit under the Credit Facilities. Notwithstanding the foregoing, the provisions of Sections 6, 7, 8 and 11 hereof shall survive any such termination. 10. Assignment, etc. Subject to the last sentence of this Section 10, this Commitment Letter and Merrill Lynch's commitment hereunder shall not be assignable by any party hereto without the prior written consent of the other party hereto, and any attempted assignment shall be void and of no effect; provided, however, that nothing contained in this Section 10 shall prohibit us (in our sole discretion) from (i) performing any of our duties hereunder through any of our affiliates, and you will owe any related duties (including those set forth in Section 2 hereof) to any such affiliate, and (ii) granting participations in, or selling assignments of all or a portion of, the commitments or the loans under the Credit Facilities pursuant to arrangements satisfactory to us. This Commitment Letter is solely for the benefit of the parties hereto and does not confer any benefits upon, or create any rights in favor of, any other person. Notwithstanding the foregoing, we agree that you may assign, after the consummation of the Merger, any or all of your rights and obligations hereunder and under the Fee Letter to Target; provided, however, that we shall have received Target's written acceptance thereof, and thereafter you will be fully released with respect to any rights and obligations so assigned and assumed. 11. Governing Law; Waiver of Jury Trial. This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to principles of conflicts of law). Each of the parties hereto waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of any of the Transactions or the other transactions contemplated hereby, or the performance by us or any of our affiliates of the services contemplated hereby. 12. Amendments; Counterparts; etc. No amendment or waiver of any provision hereof or of the Term Sheet shall be effective unless in writing and signed by the parties hereto and then only in the specific instance and for the specific purpose for which given. This Commitment Letter, the Term Sheet, the Fee Letter and the Engagement Letter are the only agreements between the parties hereto with respect to the matters contemplated hereby and thereby and set forth the entire understanding of the parties with respect thereto. This Commitment Letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart by telecopier shall be effective as delivery of a manually executed counterpart. 13. Public Announcements; Notices. We may, at our expense, publicly announce as we may choose the capacities in which we or our affiliates have acted hereunder in the event any of the Transactions are effected, in whole or in part, utilizing financing or advisory services provided by us. Any notice given pursuant hereto shall be mailed or hand delivered in writing, if to (i) you, at your address set forth on page one hereof, with a copy to John Reiss, Esq. at White & Case, 1155 Avenue of the Americas, New York, New York 10036; and (ii) us, at our address set forth on page one hereof, Attention: Christopher J. Birosak, with a copy to Michael E. Michetti, Esq., at Cahill Gordon & Reindel, 80 Pine Street, New York, New York 10005. [Signature Page Follows] Please confirm that the foregoing correctly sets forth our agreement of the terms hereof and the Fee Letter by signing and returning to the undersigned the duplicate copy of this letter and Fee Letter enclosed herewith. Unless we shall have received your executed duplicate copies hereof by 5:00 p.m., New York City time, on April 5, 1999, our commitment hereunder will expire at such time and date. We are pleased to have this opportunity and we look forward to working with you on this transaction. Very truly yours, MERRILL LYNCH CAPITAL CORPORATION By: /s/ CHRISTOPHER BIROSAK ----------------------------------- Name: Christopher Birosak Title: Vice President Accepted and agreed to as of the date first written above: LEASING ACQUISITION, INC. By: /s/ GARY A. BINNING ----------------------------------- Name: Gary A. Binning Title: Director SOURCES AND USES OF FUNDS (in millions) Sources ------- Excess Cash $56.4 Revolving Facility* 24.2 Term Loan A 50.0 Senior Subordinated Notes 150.0 Rolled Equity 198.0 ------ Total Sources $478.6 ====== Uses ---- Purchase Price of Public Shares $228.0 Rolled Equity 198.0 Estimated Fees and Related Transaction Expenses and Purchaser Related Transaction Expenses 52.6 ------ Total Uses $478.6 ====== * $50.0 million of availability; $24.2 million drawn at closing. CONFIDENTIAL EXHIBIT A SENIOR SECURED CREDIT FACILITIES SUMMARY OF TERMS AND CONDITIONS* * Capitalized terms used herein and not defined shall have the meanings assigned to such terms in the attached Credit Facilities Commitment Letter (the "Commitment Letter"). Borrower: Target ("Borrower"). Lead Arranger, Syndication Agent and Documentation Agent: Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") will act as sole and exclusive lead arranger, syndication agent and documentation agent (the "Lead Arranger"). Administrative Agent: A Lender or other financial institution to be selected by Merrill Lynch and approved by Borrower (such approval not to be unreasonably withheld) (the "Administrative Agent"). Lenders: Merrill Lynch Capital Corporation (or one of its affiliates) and a syndicate of financial institutions (the "Lenders") arranged by the Lead Arranger in consultation with Borrower. Credit Facilities: Senior secured credit facilities (the "Credit Facilities") in an aggregate principal amount of $100.0 million to be made available to Borrower, such Credit Facilities comprising: (A) Term Loan Facility. Term loan facilities in an aggregate principal amount of $50.0 million (the "Term Loan Facility"). Loans under the Term Loan Facility are herein referred to as "Term Loans." (B) Revolving Credit Facility. A revolving credit facility in an aggregate principal amount of $50.0 million (the "Revolving Facility"). Loans under the Revolving Facility are herein referred to as "Revolving Loans"; the Term Loans and the Revolving Loans are herein referred to collectively as "Loans." Up to $20.0 million of the Revolving Facility will be available as a letter of credit subfacility. Documentation: Usual for facilities and transactions of this type and reasonably acceptable to Borrower and the Lenders. The documentation for the Credit Facilities will include, among others, a credit agreement (the "Credit Agreement"), guarantees and appropriate pledge, security interest, mortgage and other collateral documents (collectively, the "Credit Documents"). Borrower and each Guarantor (as defined below under "Guarantors") are herein referred to as the "Credit Parties." Transactions: As described in the Commitment Letter. Availability/Purpose: (A) Term Loan Facility. Term Loans will be available, subject to the terms and conditions set forth in the Credit Documents, in a single draw on the date of the consummation of the Merger to finance the Merger and the Existing Debt Repayment and to pay related fees and expenses. Term Loans that are repaid or prepaid may not be reborrowed. (B) Revolving Facility. The Revolving Facility will be available, subject to the terms and conditions set forth in the Credit Documents, for the purposes described above (not more than $25.0 million drawn at closing) and for working capital and general corporate purposes on and after the Closing Date until the date which is five years after the Closing Date (the "Revolving Loan Maturity Date"). Revolving Loans may, subject to the terms and conditions set forth in the Credit Documents, be reborrowed to the extent of the commitments under the Revolving Facility then in effect. Guarantors: Borrower's direct and indirect domestic subsidiaries existing on the Closing Date or thereafter created or acquired shall unconditionally guarantee, on a senior secured joint and several basis, all obligations of Borrower under the Credit Facilities and (to the extent relating to the Loans) under each interest rate protection agreement entered into with a Lender or an affiliate of a Lender. Each guarantor of any of the Credit Facilities is herein referred to as a "Guarantor" and its guarantee is referred to herein as a "Guarantee." Security: The Credit Facilities, the Guarantees, and (to the extent relating to the Loans) the obligations of Borrower under each interest rate protection agreement entered into with a Lender or an affiliate of a Lender will be secured by (A) a perfected first priority lien on, and pledge of, all of the capital stock and intercompany notes of Borrower and each of the direct and indirect subsidiaries of Borrower existing on the Closing Date or thereafter created or acquired, except to the extent that the pledge thereof would cause material adverse tax consequences, such pledge with respect to foreign subsidiaries shall be limited to 65% of the capital stock of "first tier" foreign subsidiaries, and (B) a perfected first priority lien on, and security interest in, all of the tangible and intangible properties and assets (including all contract rights (including under partnership agreements, management agreements, operating agreements, affiliation agreements and similar agreements) real property interests, trademarks, trade names, equipment and proceeds of the foregoing) of each Credit Party (collectively, the "Collateral"), except for those properties and assets which the Lead Arranger shall determine in its sole discretion that the costs of obtaining such security interest are excessive in relation to the value of the security to be afforded thereby (it being understood that none of the foregoing shall be subject to any other liens or security interests, except for certain customary exceptions to be agreed upon). All such security interests will be created pursuant to documentation satisfactory in all respects to the Lead Arranger and on the Closing Date such security interests shall have become perfected and the Lead Arranger shall have received satisfactory evidence as the enforceability and priority thereof. Termination of Commitments: The commitments in respect of the Credit Facilities (including pursuant to the Commitment Letter) will terminate in their entirety on July 31, 1999 if the initial funding under the Credit Facilities does not occur on or prior to such date. Final Maturity: (A) Term Loan Facility. The Term Loan Facility will mature on the date five years after the Closing Date. (B) Revolving Facility. The Revolving Facility will mature on the Revolving Loan Maturity Date. Amortization Schedule: The Term Loan Facility will amortize on a quarterly basis (beginning in 2000) according to the following schedule: Year Amount of Reduction 2000 $10.0 MM 2001 10.0 MM 2002 15.0 MM 2003 15.0 MM -------- $50.0 MM ======== Letters of Credit: Letters of credit under the Revolving Facility ("Letters of Credit") will be issued by a Lender selected by the Lead Arranger and reasonably satisfactory to Borrower thereof (in such capacity, the "L/C Lender"). The issuance of all Letters of Credit shall be subject to the customary procedure of the L/C Lender. Letter of Credit Fees: Letter of Credit fees will be payable for the account of the Revolving Facility Lenders on the daily average undrawn face amount of each Letter of Credit at a rate per annum equal to the applicable margin for Revolving Loans which are LIBOR rate loans in effect at such time (but in no event less than $500 per Letter of Credit), which fees shall be paid quarterly in arrears. In addition, an issuing fee on the face amount of each Letter of Credit equal to 0.125% per annum (but not less than $500 per Letter of Credit) shall be payable to the L/C Lender for its own account, which fee shall be paid upon issuance. Interest Rates and Fees: Interest rates and fees in connection with the Credit Facilities will be as specified on Annex I attached hereto. Default Rate: On overdue amounts, the applicable interest rate (including applicable margin) plus 2.00% per annum. Mandatory Prepayments/ Reductions in Commitments: The Credit Facilities will be required to be prepaid with (a) 50% of annual Excess Cash Flow (to be defined), (b) 100% of the net cash proceeds of asset sales and other asset dispositions by any Credit Party or any of its subsidiaries (including insurance proceeds) if not reinvested within a specified time period, (c) 100% of the net cash proceeds of the issuance or incurrence of debt by any Credit Party or any of its subsidiaries, and (d) 50% of the net cash proceeds from any issuance of equity securities in any public offering or private placement or from any capital contribution. Mandatory prepayments will be applied pro rata to the remaining scheduled amortization payments . To the extent that the amount to be applied to the prepayment of Term Loans exceeds the aggregate amount of Term Loans then outstanding, such excess shall be applied to the Revolving Facility to permanently reduce the commitments thereunder. Revolving Loans will be immediately prepaid to the extent that the aggregate extensions of credit under the Revolving Facility exceeds the commitments then in effect under the Revolving Facility. To the extent that the amount to be applied to the repayment of the Revolving Loans exceeds the amount thereof then outstanding, Borrower shall cash collateralize outstanding Letters of Credit. Voluntary Prepayments/ Reductions in Commitments: (A) Term Loan Facility. Borrowings under the Term Loan Facility may be prepaid at any time in whole or in part at the option of Borrower, in a minimum principal amount and in multiples to be agreed upon, without premium or penalty (except, in the case of LIBOR borrowings, breakage costs related to prepayments not made on the last day of the relevant interest period). Voluntary prepayments under the Term Loan Facility will be applied pro rata to the remaining scheduled amortization payments. (B) Revolving Facility. The unutilized portion of the commitments under the Revolving Facility may be reduced and loans under the Revolving Facility may be repaid at any time, in each case, at the option of Borrower, in a minimum principal amount and in multiples to be agreed upon, without premium or penalty (except, in the case of LIBOR borrowings, breakage costs related to prepayments not made on the last day of the relevant interest period). Conditions to Effectiveness and to Initial Loans: The effectiveness of the credit agreement and the making of the initial Loans under the Credit Facilities shall be subject to conditions precedent that are usual for facilities and transactions of this type, to those specified herein and in the Commitment Letter and to such additional conditions precedent as may be required by the Lead Arranger (all such conditions to be satisfied in a manner satisfactory in all respects to the Lead Arranger and the Lenders or the Required Lenders (as the case may be) (as defined below under "Required Lenders")), including, but not limited to, execution and delivery of the Credit Documents acceptable in form and substance to the Lead Arranger and the Lenders; delivery of satisfactory borrowing certificates and other customary closing certificates; receipt of valid security interests as contemplated hereby; absence of defaults, prepayment events or creation of liens under debt instruments or other agreements as a result of the transactions contemplated hereby; absence of material litigation; evidence of authority; compliance with applicable laws and regulations (including but not limited to ERISA, margin regulations, bank regulatory limitations and environmental laws); delivery of satisfactory legal opinions; and adequate insurance. The making of the initial Loans under the Credit Facilities will be subject to the following conditions: (A) The delivery, on or prior to the Closing Date, of a certificate from the chief financial officer of Borrower and, at Borrower's expense, a nationally recognized appraisal firm or valuation consultant reasonably satisfactory to the Lead Arranger in form and substance reasonably satisfactory to the Lead Arranger and the Lenders with respect to the solvency of, with respect to such officer's certificate, each Credit Party on a consolidated basis, and with respect to such appraisal firm, Borrower on consolidated basis, in each case immediately after the consummation of the Transactions to occur on the Closing Date. (B) Borrower shall have received aggregate gross proceeds of at least $150.0 million from the Senior Subordinated Note Offering on terms and conditions and pursuant to documentation reasonably satisfactory to the Lead Arranger. (C) Immediately after giving effect to the Merger, Sponsor and its affiliates shall beneficially own not less than 35% of the voting and economic interests in Target. (D) The Board of Directors of Purchaser, Target and their respective subsidiaries shall have authorized and approved the Transactions and the Lead Arranger shall have received satisfactory evidence of the same. Purchaser and Target shall have entered into the Merger Agreement, which shall be in full force and effect. The terms, conditions and structure of the Merger and the Merger Agreement, including any amendments thereto (and the documentation therefor (including all proxy solicitation materials)) shall be in form and substance reasonably satisfactory to the Lead Arranger and the Lenders. Target shall not have any "poison pill" rights or shall have redeemed such rights at a nominal price, or the Lead Arranger shall otherwise be reasonably satisfied that such rights are null and void as applied to the Merger. The Lead Arranger and the Lenders shall have received copies, certified by Borrower, of all filings made with any governmental authority in connection with the Transactions. (E) Each of the Transactions (other than extensions of credit under the Credit Facilities and the Share Repurchase) shall have been consummated in all material respects in accordance with the terms hereof and the terms of documentation therefor (without the waiver or amendment of any material condition unless consented to by the Lead Arranger and the Lenders) that are in form and substance reasonably satisfactory to the Lead Arranger and the Lenders (with any condition therein requiring the satisfaction or consent of any person other than the Lead Arranger or the Lenders being deemed to require the satisfaction or consent of the Lead Arranger and the Lenders). Each of the parties thereto shall have complied in all material respects with all covenants set forth in the Merger Agreement (without the waiver or amendment of any of the terms thereof unless consented to by the Lead Arranger and the Lenders). (F) All liens in respect of any existing debt shall have been released and the Lead Arranger shall have received evidence thereof satisfactory to the Lead Arranger and a "pay-off" letter satisfactory to the Lead Arranger with respect to such debt. (G) After giving effect to the Transactions and the other transactions contemplated hereby, each Credit Party and its subsidiaries shall have outstanding no indebtedness or preferred stock (or direct or indirect guarantee or other credit support in respect thereof) outstanding other than the loans under the Credit Facilities, the Senior Subordinated Notes and such other debt in an amount acceptable to the Lead Arranger and the Lenders and for which arrangements reasonably satisfactory to the Lead Arranger and the Lenders have been made. (G) After giving effect to the Transactions and the other transactions contemplated hereby, each Credit Party and its subsidiaries shall have outstanding no indebtedness or preferred stock (or direct or indirect guarantee or other credit support in respect thereof) outstanding other than the loans under the Credit Facilities, the Senior Subordinated Notes and such other debt in an amount acceptable to the Lead Arranger and the Lenders and for which arrangements reasonably satisfac- tory to the Lead Arranger and the Lenders have been made. (H) There shall not have occurred or become known any material adverse change or any condition or event that could reasonably be expected to result in a material adverse change in the business, assets, operations, properties, financial condition or liabilities (contingent or otherwise) (each, a "Material Adverse Change") of Target together with its subsidiaries taken as a whole (and before and after giving effect to the Transactions) since December 31,1997 (or, if Merrill Lynch has received audited consolidated financial statements for Target and its consolidated subsidiaries at and for fiscal year ended December 31, 1998 with the unqualified opinion of Borrower's current auditor accompanying such financials and Merrill Lynch is, in its sole discretion, satisfied with such opinion and financial statements, December 31, 1998). (I) The Lead Arranger and the Lenders shall have received satisfactory evidence (including satisfactory supporting schedules and other data) that pro forma EBITDA of Borrower (calculated in a manner acceptable to the Lead Arranger) after giving effect to the Transactions for the 12 months ended December 31, 1998 and the trailing 12 months prior to the Closing Date would not be less than $46.0 million. (J) The Lenders shall have received a pro forma consolidated balance sheet of Borrower dated as of the date of the most recently available financial statements after giving effect to the Transactions, which balance sheet shall be consistent in all material respects with the sources and uses shown on Annex I to the Commitment Letter and the forecast previously provided to the Lenders. The sources and uses to effect the Transactions shall not differ in any material respect from that set forth in Annex I to the Commitment Letter. (K) All material requisite governmental authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required (without the imposition of any burdensome or materially adverse condition or requirement in the reasonable judgment of the Lead Arranger), all applicable appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that has or could have a reasonable likelihood of restraining, preventing or imposing materially burdensome conditions on any of the Transactions or the other transactions contemplated hereby. (L) All accrued fees and expenses (including the reasonable fees and expenses of counsel to the Lead Arranger) of the Lenders, the Lead Arranger and the Administrative Agent in connection with the Credit Documents shall have been paid. (M) The Lead Arranger and the Required Lenders shall be satisfied (in their reasonable judgment) with the proposed and actual capitalization and corporate and organizational structure of Borrower and its subsidiaries (after giving effect to the Transactions), including as to direct and indirect ownership and as to the terms of the indebtedness and capital stock of Borrower and its subsidiaries. (N) The Lenders shall have received a reasonably satisfactory business plan or budget for Borrower and its subsidiaries after giving effect to the Transactions for the remainder of the 1999 fiscal year and the fiscal year 2000. (O) The Lenders shall have received projected cash flows and income statements for the period of six years following the Closing Date, which projections shall be (i) based upon reasonable assumptions made in good faith, (ii) reasonably satisfactory to the Lenders and (iii) substantially in conformity with those projections delivered to the Lenders during syndication. The Lenders shall have received (i) audited financial statements of Borrower for fiscal year 1998 and (ii) unaudited interim combined financial statements of Borrower for each fiscal month and quarterly period ended subsequent to December 31, 1998 as to which such financial statements are available, and such financial statements shall not reflect any Material Adverse Change with respect to Borrower as compared with the financial statements or projections previously furnished to the Lenders. (P) The Lead Arranger shall have received satisfactory information confirming that (a) Borrower and its subsidiaries are taking all necessary and appropriate steps to ascertain the extent of, and to quantify and successfully address, business and financial risks facing Borrower and its subsidiaries as a result of what is commonly referred to as the "Year 2000 problem," including risks resulting from the failure of key vendors and customers of Borrower and its subsidiaries to successfully address the Year 2000 problem; and (b) Borrower's and its subsidiaries material computer applications will, on a timely basis, adequately address the Year 2000 problem in all material respects. (Q) The Lenders shall have received the results of a recent lien, tax and judgment search in each of the jurisdictions and offices where assets of each of Borrower and its subsidiaries are located or recorded, and such search shall reveal no liens on any of their assets except for liens permitted by the Credit Documents or liens to be discharged in connection with the transactions contemplated hereby. (R) The Lenders shall have received such other legal opinions, corporate documents and other instruments and/or certificates as they may reasonably request. Conditions to All Extensions of Credit: Each extension of credit under the Credit Facilities will be subject to customary conditions, including the (i) absence of any Default or Event of Default, and (ii) continued accuracy of representations and warranties. Representations and Warranties: Customary for facilities similar to the Credit Facilities and such additional representations and warranties as may be required by the Lead Arranger. Affirmative Covenants: Customary for facilities similar to the Credit Facilities and such others as may be required by the Lead Arranger. Negative Covenants: Customary for facilities similar to the Credit Facilities and such others as may be required by the Lead Arranger, including, but not limited to, limitation on indebtedness; limitation on liens and further negative pledges; limitation on investments; limitation on contingent obligations; limitation on dividends, redemptions and repurchases of equity interests; limitation on mergers, acquisitions and asset sales; limitation on capital expenditures; limitation on sale-leaseback transactions; limitation on transactions with affiliates; limitation on dividend and other payment restrictions affecting subsidiaries; limitation on changes in business conducted; limitation on amendment of documents relating to other indebtedness and other material documents; limitation on creation of subsidiaries; and limitation on prepayment or repurchase of other indebtedness. Financial Covenants: The Credit Facilities will contain financial covenants appropriate in the context of the proposed transaction based upon the financial information provided to the Lead Arranger, including, but not limited to (definitions and numerical calculations to be set forth in the Credit Agreement): minimum interest coverage ratio, minimum fixed charge coverage ratio, and maximum ratio of total debt to EBITDA (to be defined). The financial covenants contemplated above will be tested on a quarterly basis and will apply to Borrower and its subsidiaries on a consolidated basis. Events of Default: Customary for facilities similar to the Credit Facilities and others to be specified by the Lead Arranger. Yield Protection and Increased Costs: Usual for facilities and transactions of this type. Assignments and Participations: Each assignment (unless to another Lender or its affiliates) shall be in a minimum amount of $5.0 million (unless Borrower and the Lead Arranger otherwise consent or unless the assigning Lender's exposure is thereby reduced to $0). Assignments (which may be non-pro rata among loans and commitments) shall be permitted with Borrower's and the Lead Arranger's consent (such consent not to be unreasonably withheld, delayed or conditioned), except that no such consent of Borrower need be obtained to effect an assignment to any Lender (or its affiliates) or if any default has occurred and is continuing or if determined by the Lead Arranger, in consultation with Borrower, to achieve a successful syndication. Participations shall be permitted without restriction. Voting rights of participants will be subject to customary limitations. Required Lenders: Lenders having a majority of the outstanding credit exposure (the "Required Lenders"), subject to amendments of certain provisions of the Credit Documents requiring the consent of Lenders having a greater percentage (or all) of the outstanding credit exposure or a specified percentage of a particular facility of the Credit Facilities. Expenses and Indemnification: In addition to those reasonable out-of-pocket expenses reimbursable under the Commitment Letter, all out-of-pocket expenses of the Lead Arranger and the Administrative Agent (and the Lenders for enforcement costs following any event of default and documentary taxes) associated with the preparation, execution and delivery of any waiver or modification (whether or not effective) of, and the enforcement of, any Credit Document (including the reasonable fees, disbursements and other charges of counsel for the Lead Arranger and the Administrative Agent) are to be paid by the Credit Parties. The Credit Parties will indemnify each of the Lead Arranger, the Administrative Agent and the other Lenders and hold them harmless from and against all costs, expenses (including fees, disbursements and other charges of counsel) and liabilities arising out of or relating to any litigation or other proceeding (regardless of whether the Lead Arranger, the Administrative Agent or any such other Lender is a party thereto) that relate to the Transactions or any transactions related thereto, except to the extent determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted primarily from such person's gross negligence or bad faith. Governing Law and Forum: New York. Waiver of Jury Trial: All parties to the Credit Documents waive right to trial by jury. Special Counsel for Lead Arranger: Cahill Gordon & Reindel (and such local counsel as may be selected the Lead Arranger). ANNEX I Interest Rates and Fees: Borrower will be entitled to make borrowings based on the ABR plus the Applicable Margin or LIBOR plus the Applicable Margin. The "Applicable Margin" shall be (A) with respect to LIBOR Loans, (i) under the Revolving Facility, 2.50% per annum; and (ii) under the Term Loan Facility, 2.50% per annum; and (B) with respect to ABR Loans, (i) under the Revolving Facility, 2.00% per annum; and (ii) under the Term Loan Facility, 2.00% per annum. Unless consented to by the Lead Arranger in its sole discretion, no LIBOR Loans may be elected on the Closing Date or prior to the date 30 days thereafter (unless the completion of the primary syndication of the Credit Facilities as determined by the Lead Arranger shall have occurred). Notwithstanding the foregoing, on and after the first date (the "Trigger Date") after the Closing Date on which Borrower delivers financial statements and a computation of the ratio (the "Leverage Ratio") of total debt to EBITDA for the first fiscal quarter ended at least six months after the Closing Date in accordance with the Credit Agreement, the Applicable Margin shall be subject to a grid to be negotiated based on the most recent Leverage Ratio. "ABR" means the higher of (i) the corporate base rate of interest announced by the Administrative Agent from time to time, changing when and as said corporate base rate changes, and (ii) the Federal Fund Rate plus 0.50% per annum. The corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its customers. "LIBOR" means the rate determined by the Administrative Agent to be available to the Lenders in the London interbank market for deposits in the amount of, and for a maturity corresponding to, the amount of the applicable LIBOR Loan, as adjusted for maximum statutory reserves. Borrower may select interest periods of one, two, three or six months for LIBOR borrowings. Interest will be payable in arrears (i) in the case of ABR Loans, at the end of each quarter and (ii) in the case of LIBOR Loans, at the end of each interest period and, in the case of any interest period longer than three months, no less frequently than three months. Interest on all borrowings shall be calculated on the basis of the actual number of days elapsed over (x) in the case of LIBOR Loans, a 360-day year, and (y) in the case of ABR Loans, a 365- or 366-day year, as the case may be. Commitment fees accrue on the undrawn amount of the Credit Facilities, commencing on the date of the making of the initial Loans under the Credit Facilities. The commitment fee in respect of the Credit Facilities will be 0.50% per annum. All commitment fees will be payable in arrears at the end of each quarter and upon any termination of any commitment, in each case for the actual number of days elapsed over a 360-day year. EX-99 3 HIGHLY CONFIDENT LETTER MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED World Financial Center, North Tower 250 Vesey Street New York, New York 10281 April 2, 1999 Leasing Acquisition, Inc. c/o Paribas Principal Partners 787 7th Avenue New York, New York 10019 Re: Project Moby Dick -- Highly Confident Letter Ladies and Gentlemen: Leasing Acquisition, Inc., a wholly-owned subsidiary of Paribas Principal, Inc. ("you") has advised Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch or "we" or "us") that certain affiliates of Leasing Acquisition, Inc. (including Paribas Principal Inc., collectively, "Sponsor") hold an equity position in a company previously identified to us and code named Whale ("Target" or "Issuer"). You have advised us that (i) Transport Labor Contract Leasing, Inc. ("Purchaser"), a company operating in the professional employer organization ("PEO") industry and in which Sponsor has a substantial equity interest intends to merge with and into Target pursuant to a merger agreement (the "Merger Agreement") to be entered into between Purchaser and Target; (ii) pursuant to the Merger Agreement, Purchaser will merge (the "Merger") with and into Target, with Target as the survivor; (iii) at the date of consummation of the Merger (the "Closing Date"), the existing stockholders of Target, other than Sponsor and its affiliates and certain other stockholders, immediately prior to the Merger (the "Cashed-Out Stockholders") will receive an amount of cash mutually acceptable to you and us for each share of common stock held by such stockholder (and such shares shall be canceled); (iv) the total purchase price for the common stock of the Cashed-Out Stockholders of Target will not exceed $228.0 million; (v) pursuant to the Merger Agreement, management of Target and Sponsor and its affiliates and certain other stockholders (collectively, the "Rollover Shareholders") will retain their equity interests in Target; (vi) prior to the Merger, Purchaser will repurchase (the "Share Repurchase") certain outstanding shares of common stock held by certain shareholders of Purchaser for aggregate consideration acceptable to us; and (vii) the sources and uses of the funds necessary to consummate the Merger and the related transactions are set forth on Annex I to this Highly Confident Letter. In addition you have advised Merrill Lynch that in connection with the consummation of the Merger, (a) Issuer will raise gross cash proceeds of not less than $150.0 million from the offering (the "Senior Subordinated Note Offering") by it of unsecured senior subordinated notes due 2009 (the "Senior Subordinated Notes") having no scheduled principal payments prior to maturity; and (b) Issuer will enter into senior secured credit facilities (the "Credit Facilities") in an amount of $100.0 million. The Merger, the Senior Subordinated Note Offering, the Share Repurchase, the entering into and borrowings under the Credit Facilities and the other transactions described above entered into and consummated in connection with the Merger are herein referred to as the "Transactions". Based on the foregoing and subject to the factors listed below, as of the date hereof we are highly confident of our ability to sell or place the Senior Subordinated Notes. The structure, covenants and terms of the Senior Subordinated Notes will be as determined by Merrill Lynch and its affiliates in consultation with you based on market conditions at the time of the offering or placement of the Senior Subordinated Notes and on the structure and documentation of the Merger, the Existing Debt Repayment and the related transactions. Our views expressed herein assume that we and/or one of our affiliates act as sole and exclusive underwriter, placement agent or initial purchaser in connection with the Senior Subordinated Note Offering. Our view is based upon (i) in Merrill Lynch's sole judgment, there not having occurred or becoming known any material adverse change, or any condition or event that could reasonably be expected to result in a material adverse change, in the business, assets, liabilities (contingent or otherwise), operations, financial condition or prospects of Issuer together with its subsidiaries taken as a whole (after giving effect to the Transactions) since December 31, 1997 (or, if Merrill Lynch has received audited consolidated financial statements for Issuer and its consolidated subsidiaries for fiscal year ended December 31, 1998 with the unqualified opinion of Borrower's current auditor accompanying such financials and Merrill Lynch is, in its sole discretion, satisfied with such opinion and financial statements, December 31, 1998) or in the business plan prepared by Issuer's management (or as provided by you) and provided to Merrill Lynch (the "Business Plan"); (ii) the existence of market conditions at least as favorable as those currently existing for high yield senior subordinated notes comparable in terms, structure and contemplated credit rating to the Senior Subordinated Notes, and there not having occurred and continuing any disruption or material adverse change (or development involving a prospective material adverse change) in the financial or capital markets conditions generally from those in effect on the date hereof; (iii) the sources and use of funds necessary to consummate the Transactions shall be consistent with Annex I hereto and the pro forma capitalization of the Issuer shall be on terms and conditions and pursuant to documentation satisfactory to Merrill Lynch and Merrill Lynch shall have received satisfactory evidence that consolidated pro forma EBITDA (calculated in a manner acceptable to Merrill Lynch) is at least $46.0 million for the twelve months ended December 31, 1998 and the trailing twelve months prior to the Closing Date; (iv) the execution and delivery of, and closing under, definitive documentation relating to the Transactions, all in form and substance reasonably satisfactory to Merrill Lynch; (v) receipt of all material requisite regulatory, governmental, shareholder and other third party consents without the imposition of materially adverse or burdensome restrictions; (vi) the execution and delivery by Issuer of a customary underwriting agreement or placement agreement and registration rights agreement and other documents in Merrill Lynch's standard forms and satisfaction of the conditions therein stated; (vii) Merrill Lynch's having a reasonable time to market the Senior Subordinated Notes based on its experience in comparable transactions and existing market conditions, the marketing process being conducted in a manner satisfactory to Merrill Lynch (including cooperation by Issuer) including holding meetings with institutional investors, and utilizing offering materials that contain all financial and non-financial information required by the Securities Act of 1933 (whether or not the Senior Subordinated Notes are sold in a transaction registered under the Securities Act of 1933) and the rules and regulations thereunder for registration statements filed thereunder, including, without limitation, audited consolidated financial statements, with an auditors report thereon (without qualifications); (viii) we shall have completed our due diligence investigation of Purchaser, Target and their respective subsidiaries both before and after giving effect to the Transactions in scope, and with results, satisfactory to us in our sole discretion and, in connection therewith, we shall have been given such access to information regarding Purchaser, Target and their respective subsidiaries as we shall have requested including, without limitation, access to the management, records, books of account, contracts and properties of Purchaser, Target and their respective subsidiaries and we shall have received such financial, business and other information regarding Purchaser, Target and their respective subsidiaries as we shall have requested, and we shall not have become aware of any fact, circumstance or development which we believe in our sole discretion is inconsistent in any material adverse respect with any information provided to us prior to the date hereof; and (ix) the Senior Subordinated Notes having received a rating of at least B3 from Standard & Poor's and at least B- from Moody's Investors Service, Inc. In the absence of specific terms for the Senior Subordinated Notes, we have assumed that all of the terms, conditions and covenants thereof will be as required by market conditions and Merrill Lynch in its sole judgment. This letter is not intended to be and should not be construed as a commitment with respect to the Senior Subordinated Notes or any other financing and creates no obligation or liability on the part of Merrill Lynch or any of its affiliates in connection with or any agreement by Merrill Lynch or any of its affiliates to arrange, syndicate, provide, place, underwrite or participate in any financing. Any commitment, if appropriate, which we may subsequently determine to extend would be pursuant to a formal commitment letter or underwriting or purchase agreement (as the case may be) which would contain terms, covenants and costs of capital typical for transactions of this type and would provide that such commitment would be subject to (i) approval of Merrill Lynch's acting as sole underwriter, placement agent or initial purchaser in connection with the Senior Subordinated Notes in accordance with Merrill Lynch's internal commitment committee, credit policies and approvals and (ii) satisfactory market conditions and conditions customary for transactions of this type and to conditions appropriate for this transaction in particular, including, but not limited to, satisfactory completion of business, accounting and legal due diligence, absence of a material adverse change and execution and delivery of definitive documentation, in a form reasonably satisfactory to us. This letter, the contents hereof and Merrill Lynch's and/or its affiliates' activities pursuant hereto are confidential and shall not be disclosed by or on behalf of you or any of your affiliates to any person without our prior written consent, except that you may disclose this letter (i) to your, Purchaser's and Target's officers, directors, employees and advisors, and then only in connection with the Transactions and on a confidential basis and (ii) following your acceptance hereof, as you are required to make by applicable law (including pursuant to the Securities Act of 1933, as amended and the rules promulgated thereunder and the Securities Exchange Act of 1934, as amended and the rules promulgated thereunder (collectively, the "Securities Acts")) or compulsory legal process (based on the advice of legal counsel); provided, however, that in such event you agree, by your acceptance hereof, to give us prompt notice thereof and to cooperate with us in securing a protective order in the event of compulsory disclosure (other than with regard to compulsory disclosure required by the Securities Acts). You agree that you will permit us to review and (other than in respect of any disclosure required by the Securities Acts) approve any reference to Merrill Lynch or any of its affiliates in connection with this letter or the transactions contemplated hereby contained in any press release or similar public disclosure prior to public release. You agree that we and our affiliates in the finance industry may share information concerning Sponsor, Purchaser, Target and their respective subsidiaries and affiliates among ourselves for purposes of evaluating and completing the transactions contemplated hereby. This letter shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to principles of conflicts of law). This letter will expire and have no effect 90 days after the date hereof. We are excited about the opportunity to work with you. Very truly yours, MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated By:/s/ CHRISTOPHER BIROSAK -------------------------- Name: Christopher Birosak Title: Managing Director Annex I Sources and Uses of Funds (in millions) Sources Excess Cash $56.4 Revolving Facility 24.2 Term Loan A 50.0 Senior Subordinated Notes 150.0 Rolled Equity 198.0 Total Sources $478.6 Uses Purchase Price of Public Shares $228.0 Rolled Equity 198.0 Estimated Fees and Related Transaction Expenses and Purchaser Related Transaction Expenses 52.6 Total Uses $478.6 ======== - ---------------------------------- $50.0 million of availability; approximately $24.2 million drawn at closing -----END PRIVACY-ENHANCED MESSAGE-----